Law and Practice of Capital Markets

The course provides the knowledge necessary to understand the legal implications of capital market dynamics and covers a range of real-world situations, including:

First section

• the initial stages of the “funding escalator”;
• financing dynamics for startup enterprises;
• the typical economic and control provisions of a Term Sheet;
• Simple Agreements for Future Equity (SAFEs).

Second section

• the communication processes accompanying an Initial Public Offering (IPO), including public disclosure and roadshows for institutional investors;
• the drafting of marketing documents for investment products offered to retail investors;
• measures to prevent market abuse, including the public disclosure of price-sensitive information and the notification of managers’ transactions;
• internal investigations and whistleblowing.

The course aims to equip students with practical insights into essential aspects of capital market regulation within the broader framework of corporate financing, with an emphasis on Swiss legal practice. At the end of the course, participants will be able to: (1) understand the theoretical foundations and main legal solutions relating to the initial stages of the “funding escalator”; (2) be familiar with the regulations related to crowdfunding, IPOs, market abuse and internal investigations; and (3) understand the relationship between the law “on the books” and the law “in practice.”

In presenza

Teaching will primarily be practice-oriented and interactive, with a focus on several current real-world cases and the in-depth analysis of legal contract templates. Students are encouraged to contribute to in-class discussions actively. For the first section, the textbook is Feld-Mendelson. Venture deals. 4th ed., Hoboken, New Jersey, Wiley, 2019 (only the chapters specified on iCorsi). Further reading materials, such as academic publications, policy papers issued by international organisations, and excerpts from leading international financial press publications, will be provided on iCorsi.

The first section will be taught by
- Prof. Michele Mozzarelli, Università Cattolica del Sacro Cuore, Milan

The second section will be taught by
- Ms Andrea Rüttimann, Head Group Legal, Corporate Secretary and Deputy General Counsel at Sulzer AG, Winterthur https://www.linkedin.com/in/andrea-r%C3%BCttimann/
- Dr. iur. Lorenzo Togni, partner at Homburger, Zurich https://www.homburger.ch/en/team/lorenzo-togni 
- Dr. Daniel Weber, partner at Barandun, Zurich https://www.barandun-law.ch/team/daniel-weber
- Dr. Philippe Weber, partner at Niederer Kraft & Frey, Zürich https://www.nkf.ch/team/philippe-weber/  

Computer-based written exam (BYOD mode). It consists of one open-ended question on the content covered in the first section of the course and several multiple-choice questions on the content covered in the second section. The final grade is the average of the grades awarded for the two sections.