International Financial Transactions: Law and Practice — course outline

The approach

The course is organised around the documents, not around the doctrine

Most transactional finance teaching describes instruments from the outside: what a syndicated loan is, what a securitisation does. This course works the other way round. Each asset class is approached through the paper that actually constitutes it — the facility agreement, the offering document and trust deed, the limited partnership agreement, the ISDA Master Agreement, the project finance suite — and through the specific clauses where the commercial fight happens.

The consequence is that students spend a meaningful part of the week on the other side of a table from a practising lawyer or investor, negotiating a real instrument rather than discussing one.

who lends, and on what security
who holds the paper
where the risk actually sits
what the document does when it goes wrong
who is exposed when it does

Every day pairs the doctrine with a term sheet. Students who have negotiated a margin ratchet or a close-out netting provision remember what it is for.

The week

Four days, four asset classes

Short recorded primers are released before the unit for the debt capital markets, derivatives, funds and project finance strands, so class time is spent on the documentation and the negotiation rather than on definitions.

Day oneLoan markets

How money is lent across borders, and where the priorities are set before a single covenant is drafted.

Making sense of international financeThe regulatory framework, the key actors and market participants, and an overview of the asset classes the rest of the week takes apart.
Syndicated lendingThe mechanics of a syndicate: the roles of arrangers, agents and trustees, due diligence, and how a lending group holds together once the deal is signed.
International lending in practiceLending as a multilateral institution does it — development finance, and the fundamentals of sustainable lending as they now appear in mainstream facility documentation.Guest
Loan term sheet negotiationStudents negotiate a facility term sheet against a practitioner, with the priorities set in the morning tested against what the other side will actually concede.GuestExercise

Day twoCapital markets

The same money raised from a market rather than a bank, and what changes when the lender is a dispersed class of bondholders.

BondsBonds against loans on protections and enforcement; the documentation of a bond issue, the position of bondholders and trustees, and the role of the rating agencies.
Green, social and sustainability-linked bondsThe market principles and certification schemes, the structural loopholes documented in the empirical literature, and what a sustainability failure actually triggers in the terms.
Bond term sheet exerciseA negotiation run with capital markets counsel, taking the students through the drafting decisions that determine who is protected and how.GuestExercise
Structured financeSecuritisation and guarantee-based structures — true sale, tranching and credit support — and sovereign debt restructuring, where the paper meets a borrower that cannot be enforced against in the ordinary way.

Day threeFunds and derivatives

Money committed rather than lent, and risk traded as a contract in its own right.

Private equityA working view of the private equity, fund management and venture capital market, and how fund economics compare with debt products.
Fund investingFund documentation from the investor's side: the limited partnership agreement, side letters, governance and transparency standards, and fiduciary obligation in a fund structure.Guest
Negotiating a fund instrumentA live negotiation against an investment professional who does this for a living — the terms a limited partner fights for, and the ones it trades away.GuestExercise
DerivativesMarket regulation, clearing and margin; the ISDA Master Agreement and close-out netting; and credit derivatives, where the contract itself can become the object of manipulation.

Day fourProject finance and exposure

The most document-heavy structure in the market, and then the question of who gets sued when any of it fails.

Project financeRenewable energy financing and the principal document suite — risk identification, allocation and mitigation across a project's contractual chain, and the different perspectives that meet in the negotiation.
Carbon creditsCompliance and voluntary carbon markets, how a credit is generated and validated, and the contractual architecture of a purchase agreement.Guest
Strategic litigation, director liability and shareholder activismLitigation exposure for financial market participants: the gaps in regulation, fiduciary duties, and the sustained scrutiny now directed at ESG investment.
Research papers, Q&A and closureFraming a research question, and how to take a transactional problem to publishable standard.

Who speaks in the room

Six practitioners, and three of them across the table rather than at the front

Guests are drawn from the full length of a transaction: a multilateral lender, private practice on both the lending and capital markets side, an investment manager on the buy side, and specialist counsel in carbon markets. Three of the six do not lecture at all — they run the negotiation opposite the students.

Development finance lawyerThe World BankInternational and development lending from inside a multilateral institution — how a development lender's documentation differs from a commercial bank's, and where sustainable lending terms now sit in mainstream facilities.
Legal consultant, international lendingIndependent practiceRuns the loan term sheet negotiation opposite the students, taking the borrower or lender side depending on where the class needs the pressure applied.
Capital markets lawyerAshurstRuns the bond term sheet exercise: the drafting decisions in an offering that determine what a bondholder can actually do when the issuer disappoints.
Funds lawyerKing & Wood MallesonsFund investment documentation from counsel's perspective — limited partnership terms, investor protections, and the negotiation dynamics between a general partner and its investors.
Investment professionalTriple Jump — impact investment managerRuns the fund instrument negotiation from the investor's chair: what an emerging-markets impact investor actually requires in a fund instrument, and what it concedes to get a deal done.
Carbon markets lawyerNorton Rose FulbrightCarbon credit generation, validation and purchase documentation — a market where the asset only exists because a methodology says it does.

Students meet the same transaction described by a multilateral lender, by counsel on both sides of it, and by the investor who has to live with the result.

What students take away

The ability to read a deal, not just describe one

Working command of the principal documentation across syndicated lending, debt capital markets, securitisation, funds, derivatives and project finance.
The habit of asking, of any structure, where the risk actually sits and which document moves it — the question that separates a transactional lawyer from a commentator.
Direct negotiating experience against practising lawyers and investors, on three different instruments, with the trade-offs debriefed afterwards.
A grounded view of how sustainability terms have entered ordinary lending, bond and carbon documentation, and how much of that is legally enforceable.
A written research paper on a transactional question of their own, supervised through to submission.

The course is organised around the documents, not around the doctrine

Four days, four asset classes

Six practitioners, and three of them across the table rather than at the front

The ability to read a deal, not just describe one

Cut the Crap — the briefing