Master in Corporate, M&A, Banking & Finance

PART I: SPECIALIST COURSE IN CORPORATE LEGAL (CORPORATE LAW, TAXATION AND SECURITIES MARKET LAW)

Corporate law (corporate, tax)
1. Corporate organization of the company: the general shareholders’ meeting.
2. Corporate organization of the company: the management body, the de facto director and voluntary representatives.
3. Corporate organization of the company: advisory board. Bodies of the family business and listed companies.
4. Corporate Governance.
5. Shareholders’ agreements: content and standard clauses.
6. The family business: issues.
7. The family protocol: content and clauses.
8. Family offices.
9. Ancillary contributions and their usefulness in companies.
10. Amendment of bylaws.
11. Share capital operations: capital increases and reductions, accordion operations and reverse operations.
12. Treasury shares and treasury share transactions.
13. Special shares and interests, non-voting shares and stock options.
14. Liability of shareholders, piercing the corporate veil. Shareholders as de facto directors and classification of insolvency as culpable and insolvency liability of shareholders.
15. Liability of directors towards the company. Liability of attorneys-in-fact towards the company and directors’ and officers’ liability insurance.
16. Shareholder loans/subordination. Participating loans. Legal instruments equivalent to shares. Redeemable shares in closed companies, convertible bonds, warrants.
17. Directors’ liability: liability for damages, for debts and insolvency.
18. Directors’ remuneration: tax, labor and corporate analysis.
19. Shareholders’ remuneration: tax and corporate analysis.
20. Senior management contracts and types of executive hiring.
21. Shareholder conflicts.
22. Dissolution and liquidation of companies: legal causes. Reactivation. Bylaw causes. Procedure. Judicial dissolution. Liquidation. Liquidation operations. Liquidators. Events after extinction.
23. Holding companies.
24. Taxation of corporate transactions.
25. Base erosion and profit shifting. The foundations of new taxation.
26. Taxation of related-party transactions.
27. Accounting and tax consolidation.

Legal regime of listed companies
1. The National Securities Market Commission.
2. Supervision and control of listed companies.
3. Legal regime of listed companies.
4. Corporate governance.
5. Initial public offering (IPO).
6. Takeover bids (OPAs).
7. Delisting.
8. Financial information.
9. Corporate governance report.

FINAL BOARD
1. Multidisciplinary theoretical exam.
2. Board for the resolution of several highly complex practical cases based on real transactions.

PART II: SPECIALIST COURSE IN CORPORATE FINANCE AND CORPORATE FINANCING INSTRUMENTS

Corporate financing. Financial products and markets
1. Introduction to corporate finance.
2. Bank and syndicated financing.
3. Non-bank financing.
4. Corporate refinancing and insolvency situations.
5. Personal and real guarantees.
6. Risk hedging.
7. Options and futures: contracting and operation.
8. Fixed income markets: contracting and operation.
9. Participatory financing.
10. International financing.
11. Supplier financing.
12. Futures markets: contracting and operation.
13. Issuance of corporate debt by entities.
14. Securitization of assets and portfolio sales.
15. Investment funds and Hedge Funds.
16. Pension plans and Insurance.
17. Financial and Insurance Taxation.
18. Financial Regulation.

FINAL BOARD
1. Multidisciplinary theoretical exam.
2. Board for the resolution of several highly complex practical cases based on real transactions.

PART III: SPECIALIST COURSE IN STOCK MARKET LAW AND LISTED COMPANIES

Financial introduction
1. Market Model of the Spanish Stock Exchange Interconnection System (SIBE)
2. Introduction to derivative products

Fundamentals of stock market law
1. The 21st Century Stock Market Ecosystem
2. Legal Framework of the Securities Market
3. Tradable Securities
4. FinTech Revolution and New Regulatory Paradigms

Issuers and primary market
1. Initial Public Offerings (IPOs) and Public Offerings
2. Capital Increases and Special Corporate Transactions
3. Corporate Fixed Income Issuances
4. Alternative Markets and Specific Trading Segments

Inside information and corporate governance
1. Market Abuse and Inside Information
2. Corporate Governance of Listed Companies
3. Regulated Information and Transparency
4. Sustainability and ESG Criteria

Secondary market and intermediation
1. Structure and Operation of Secondary Markets
2. Securities Market Intermediaries
3. Clearing, Settlement and Registration
4. Investor Protection and Stock Market Litigation

Collective investment and asset management
1. Legal Framework of Collective Investment
2. Alternative Vehicles and Private Equity
3. ETFs and Listed Products
4. Wealth Management and Private Banking

International markets and new trends
1. Global Markets and Cross-Border Operations
2. Digital Infrastructure and Markets 4.0
3. Climate Finance and Energy Transition
4. Regulatory Trends 2025-2030

FINAL BOARD
1. Multidisciplinary theoretical exam.
2. Board for the resolution of several highly complex practical cases based on real transactions.

PART IV: SPECIALIST COURSE IN M&A (MERGERS & ACQUISITIONS AND CORPORATE RESTRUCTURING)

Sale and purchase of companies and assets
1. Main corporate aspects of company acquisitions and asset acquisitions.
2. Preliminary negotiations and approaches. Letters of intent, framework agreements, MOUs. Liability for pre-contractual acts.
3. Instruments for company acquisitions and financing of the transaction.
4. Share purchase agreement.
5. Acquisition of minority stakes in companies and subsequent acquisition.
6. Shareholders’ agreements in company acquisitions.
7. Main labor and social security aspects in acquisitions. Business succession.
8. Main tax aspects of company and asset acquisitions.
9. Main tax aspects of real estate asset acquisitions.
10. Main tax aspects of leveraged acquisitions.
11. Fundamentals and methods of company and asset valuation.
12. Fundamentals and methods of real estate asset valuation.
13. Acquisition of distressed companies.
14. Organization of the sale process. Preparatory operations. Beauty contest. Vendor due diligence.
15. Price. Components. Elements and price structures.
16. Private equity: private equity and venture capital. Tax, corporate and administrative aspects.

Corporate restructuring
1. Structural modifications.
2. Spin-offs and global transfers of assets and liabilities.
3. Mergers.
4. Special mergers.
5. Cross-border mergers.
6. Demergers.
7. LBO leveraged buyouts. Legal, tax (optimization) and corporate analysis.
8. Financial assistance.
9. Labor issues in corporate restructuring processes.
10. Tax regime of restructuring operations.
11. Calculation of the exchange ratio in a merger process.
12. Synergies in business integration operations.
13. Horizontal and vertical integrations: business perspective.
14. Control of business concentrations within the EU.
15. Control of business concentrations at national level.
16. Economic analysis of business concentration operations.

FINAL BOARD
1. Multidisciplinary theoretical exam.
2. Board for the resolution of several highly complex practical cases based on real transactions.