Master in Corporate, M&A, Banking & Finance

ACADEMIC PROGRAM

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

Corporate Law (companies, tax)

1. Corporate organization of the company: the general shareholders’ meeting.
2. Corporate organization of the company: the board of directors, the de facto administrator, and voluntary representatives.
3. Corporate organization of the company: advisory board. Organs of the family business and the listed company.
4. Good Corporate Governance.
5. Shareholder agreements: content and typical clauses.
6. The family business: issues.
7. The family protocol: content and clauses.
8. Family offices.
9. Ancillary benefits and their usefulness in companies.
10. Amendment of bylaws.
11. Capital operations: capital increase and reduction, accordion operations, and reverse operations.
12. Treasury stock and treasury stock transactions.
13. Special shares and voting rights, and stock options.
14. Liability of partners, lifting the veil. Partners as de facto administrators and qualification of bankruptcy as culpable and personal liability of partners in bankruptcy.
15. Liability of directors towards the company. Liability of attorneys towards the company and the civil liability insurance for directors and executives.
16. Loans from partners/subordination. Participatory loans. Legal instruments equivalent to shares. Redeemable shares in closed companies, convertible bonds, warrants.
17. Directors’ liability: liability for damages, debts, and bankruptcy.
18. Directors’ compensation: fiscal, labor, and commercial analysis.
19. Partners’ compensation: fiscal and commercial analysis.
20. Senior management contracts and types of executive hiring.
21. Shareholder disputes.
22. Dissolution and liquidation of companies: legal causes, reactivation. Statutory causes. Procedure. Judicial dissolution. Liquidation. Liquidation operations. Liquidators. Post-dissolution events.
23. Holding companies.
24. Taxation of corporate operations.
25. Taxation of related party transactions.
26. Accounting and tax consolidation.

FINAL EXAM

1. Multidisciplinary theoretical exam.
2. Tribunal for solving several complex practical cases based on real operations.

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

Business Financing. Financial Products and Markets

1. Introduction to corporate finance.
2. Financial analysis.
3. Financial planning.
4. Applied financial mathematics to financial operations.
5. Treasury and cash flow management.
6. Financial management.
7. Alternative financing instruments.
8. Fixed income management.
9. Equity management.
10. Derivatives and futures.

FINAL EXAM

1. Multidisciplinary theoretical exam.
2. Tribunal for solving several complex practical cases based on real operations.

PART III: SPECIALIST COURSE IN BANKING LAW

Module A: Introduction and Regulatory Aspects

• Sources of Banking Law
• Regulated Institutions:
  • Bank of Spain
  • ECB (European Central Bank)
  • FROB (Fund for the Orderly Restructuring of the Banking Sector)
  • SAREB (Asset Management Company for Bank Restructuring)
  • Deposit Guarantee Fund
  • ICO
  • COFIDES
• Market Supervision
• Banking Law Intermediaries:
  • Banks
  • Savings Banks and Banking Foundations
  • Credit Cooperatives
  • Financial Credit Institutions
  • Currency Exchange Institutions
  • Electronic Money Institutions
  • Payment Institutions
  • Reciprocal Guarantee Societies
• Conditions for Accessing and Exercising Banking Activities
• Regulatory Compliance (PLD, KYC, etc.)

Module B: Banking Contracts

• Liability Product Contracts:
  • Checking Account
  • Savings Account
  • Fixed-Term Deposit
  • Demand Deposit
  • Other Types of Deposits
• Neutral and Parabanking Contracts
• Asset Product Contracts:
  • Retail Banking:
    • Personal Loan
    • Mortgage Loan
    • Consumer Credit
    • Credit Cards and Revolving Credit Cards
  • Wholesale Banking:
    • Corporate Financing
    • Structured Financing (Syndicated Loans, LBOs, etc.)
    • Treasury Services
    • Foreign Trade
• Common Clauses and Terms in Banking Contracts:
  • Interest Rate
  • Commissions and Fees
  • Payment Terms and Conditions
  • Expiration and Renewal
  • Termination Clauses
  • Non-compliance and Delinquency
• Payment Services:
  • Classification of Payment Systems
  • Processing and Settlement of Payment Services
  • Supervision and Control
• Guarantees:
  • Bank Guarantees
  • Letters of Credit
  • Mortgage and Other Real Guarantees

Module C: Investment Banking

• Capital Markets:
  • Sources of Capital Market Law
  • Operation of Capital Markets
  • Financial Instruments
  • Fixed Income and Equity Markets
  • Currency Markets
  • Market Supervision: CNMV and AEVM/ESMA
  • Conduct Standards
• Investment Banking Activity:
  • Mergers and Acquisitions
  • Primary and Secondary Market Operations
  • Contracting of Financial Instruments
  • Asset Management
  • Securitization Funds
  • Issuance and Trading of Bonds
  • Advertising and Transparency
• Collective Investment Institutions

Module D: Restructuring

• Bankruptcy Proceedings
• Microenterprise Procedure
• EPIs
• Prepack
• Restructuring (Pre-insolvency Law)

Module E: Miscellaneous

• Risk Management:
  • Risk Identification and Assessment
  • Solvency
  • Banking Insurance
  • Regulation and Supervisory Bodies
  • Regulatory Issues
  • Taxation of Financial Products
• Claims Procedures and Dispute Resolution:
  • Transparency in Banking Contracts
  • Customer Advocate
  • Supervisory Authorities
  • Mediation and Arbitration
• Fintech:
  • Digital Payments
  • Mobile Banking
  • P2P Lending
  • Automated Advice
  • Cryptocurrencies and CBDC
  • Sandboxes
• Shadow Banking and Alternative Financing
• ESG and Responsible Leadership

FINAL EXAM

1. Multidisciplinary theoretical exam.
2. Tribunal for solving several complex practical cases based on real operations.

COURSE IN M&A (MERGERS AND ACQUISITIONS AND CORPORATE RESTRUCTURING)

Advanced Program in Mergers and Acquisitions and Corporate Restructurings

Purchase of Companies and Assets

1. Main corporate aspects of the purchase of companies and the purchase of assets.
2. Negotiations and preliminary talks. Letters of Intent, Framework Agreements, MOUs. Liabilities for pre-contractual actions.
3. Instruments for acquiring companies and financing the operation.
4. The purchase agreement for companies.
5. The acquisition of minority stakes in companies and subsequent acquisition.
6. Shareholder agreements in the purchase of companies.
7. Main labor and social security aspects in the purchase. Business succession.
8. Main tax aspects of the purchase of companies and assets.
9. Main tax aspects of the purchase of real estate assets.
10. Main tax aspects of leveraged buyouts.
11. Valuation methods for companies and assets.
12. Valuation methods for real estate assets.
13. Purchase of companies in crisis.
14. Organization of the sale process. Preparatory operations. Beauty Contest. Vendor due diligence.
15. The price. Components. Elements and structures of the price.
16. Venture capital: private equity and venture capital. Tax, corporate, and administrative aspects.

Corporate Restructuring

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

FINAL EXAM

1. Multidisciplinary theoretical exam.
2. Tribunal for solving several complex practical cases based on real operations.

*Note: The Academic Program is subject to modifications if the academic team of ISDE or the Program Director deem it appropriate.