Advanced Corporate Law - Transnational Corporations in Context |
The objective of the module is to introduce you to the world of transnational corporations and corporate social responsibility. The module will look at the way these corporations operate externally – legal, social and environmental impact of their activities – and internally – accountability to shareholders, control of management and employee relations. After this module, you should emerge with a better understanding of the goals that these corporations are pursuing and the environment in which they operate.
Throughout the module, guest lecturers – academics, practitioners or experts -- will be invited to provide a business insight into some of the more difficult areas of legal interpretation and practice. This will help ensure that you are aware of issues at the cutting edge of legal practice for transnational corporations.
List of topics:
- transnational corporations and globalisation
- stakeholders in transnational corporations and their interests
- control of management: Corporate governance
- corporate social responsibility (CSR) and codes of conduct
- initiatives at the State and international level to encourage responsible corporations
- measuring CSR – New indexes
- CSR and the workplace
- CSR and the market place
- corporate responsibility and accountability
- corporate liability for human rights abuse
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Business Associations Law in Business Organisations |
The Business Associations Law in Business Organisations module provides an in-depth coverage of the principles relating to sole traders, partnerships and, in particular, companies in modern English law. As well as dealing with the relevant legislation and case law itself, it will consider the problems that have arisen in the area of corporate governance and the recommendations that have been made to address these.
The module cannot be considered to be a simple programme in company law, comparable with those found in any law school of standard. It is distinguished by its breadth of coverage, but, even more significantly, by the perspective behind its teaching. It will be taught from very much a practical perspective – how the principles translate into the real world of business. It will also include reference to the measures taken to combat corporate financial crime, often an area only taught on specialist securities law programmes.
The topics covered in the module will include:
- liability of partners
- sources of company law
- corporate personality and limited liability
- company constitution
- directors’ powers and duties
- corporate governance
- capital and the maintenance of capital rules
- company borrowing
- regulation of company takeovers and minority shareholder protection
- prevention and control of insider dealing
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Business Tax Law |
The module covers a wide variety of commercial tax areas including:
- taxation of capital gains
- taxation of corporate groups
- treatment of business losses
The module also seeks to acquaint you with tax planning issues in both domestic and international contexts.
Knowledge of business tax law is central to most business transactions today. Many of such business transactions are embedded in complicated corporate structures and some of these are being carried out beyond the borders of the United Kingdom thus adding an extra layer of complexity to business tax issues. This module goes beyond explanations of the theoretical aspects of tax law by using real-life scenarios to provide commercial context that will develop your ability to comprehend the way in which tax law drives business decisions and vice-versa. The module’s practical relevance is what makes it different from programmes in university law departments.
The topics covered in the module will include:
- introduction to UK and international tax law including the UK scheduler system of taxation and concepts of UK tax residency
- analysing the business tax base
- understanding ‘profit’ as a tax concept and an accounting concept
- timing issues in receipts and expenditure
- taxation of capital gains
- tax aspects of corporate expenditure
- taxation of corporate distributions
- tax treatment of loss and loss transfers
- taxation of corporate groups and group relief
- international tax and transfer pricing
- EU tax issues
- tax avoidance and tax planning
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Commercial Law |
The module covers those aspects of law that as a commercial practitioner you could expect to encounter on a regular basis, including:
- contract law e.g. Analysis of whether commercial parties have formed a contract, with an opportunity to look at how the law is applied to attempts to form contracts via electronic means and an emphasis on the way in which commercial parties transact business. Development of a familiarity with the remedies available for breach of contract as well as the ability to critically analyse the use of exclusion clauses and proposed reforms in the law relating to unfair contract terms.
- sale of goods e.g. Consideration of aspects of sale of goods law; namely delivery, passing of title (including in depth coverage of retention of title) and the statutory implied terms as to quality.
- e-commerce e.g. Study of some fundamental developments in the law to deal with technology, including data protection, electronic commerce and liability
of internet service providers.
- agency e.g. Categorization of an agency arrangement and consequent authority of the agent, together with a thorough analysis of the background to and main provisions of the Commercial Agents (Council Directive) Regulations 1993.
Within these parameters, the module provides both an in-depth study of settled law and also explores some of the developing areas and other related matters of interest.
Knowledge of contract and sale of goods is central to understanding the legal rights and obligations that all businesses will acquire through its relationships with customers. The module is uniquely structured to reflect practical commercial practices. An understanding of the law included within this module combined with the use of real-life scenarios to provide commercial context will develop your ability to comprehend the way that a business may behave in order to limit or (where possible) eliminate its exposure. |
Competition Law |
The module is highly relevant for those who want to enter and those already working in contemporary commercial practice in the UK and in other jurisdictions of the European Community (EC). You will learn not only to manage the business risks to your clients arising from contracts and transactions likely to infringe competition rules, but to also enable your clients to understand more clearly their obligations under the competition regime. You will be expected to analyse:
- UK and EU cases
- academic criticism
- relevant legislation
- regulatory decisions
Academic reading will include articles from journals such as the European Competition Law Review and Legal Issues of Economic Integration. You are also expected to spend a part of the programme comparing the provisions of EC competition law with US anti-trust law.
Competition law and policy are evolving at a rapid rate; the programme is designed to help you appreciate how academic controversies and real world strategies can complement each other in this area of law. |
Corporate Finance Law |
The rationale for the module is to provide you with knowledge and skills needed by lawyers working in corporate finance law, banking and finance. All companies need to raise money in order to function successfully and as such financial matters are at the heart of corporate law. The module will expose you to market practice – to the techniques used by companies to raise funds and make investments. Through this module, you will be able to understand the legal, regulatory and financial context of corporate finance law.
The module aims to provide both an in depth study of settled law and also explore developing areas and other related matters of interest in the field of corporate finance law. This module will combine the use of real-life scenarios to provide commercial context, lectures by an LLM lecturer or an academic, and discussion with experts or practitioners. For instance guest speakers will share their experience in a seminar and promote discussion on a specific topic. This will encourage legal analysis and reflect current practice in specialist areas.
List of topics:
- types of finance
- corporate share markets
- corporate debt capital
- securitisation
- hybrids
- corporate governance
- substantial corporate transactions
- project financing
- taxation
- conflict issues
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Dissertation module |
The module allows you to widen and deepen your knowledge in an area of law that relates directly to the study of commercial law, financial regulation and compliance or international business law. It provides you with the freedom to choose your own title and develop your learning in an area that particularly interests and inspires you. The dissertation process develops specific knowledge in a cutting-edge area of law, as well as developing key professional and transferable skills attitudes. These include:
- research skills
- independent learning
- forward planning
The module is designed to develop research capabilities to master's level. This allows you to both pursue an inspiring area of Commercial Law or International Business, with the ability to consider the very latest developments in your chosen area. This also allows you to focus on a specific area that would not be covered on a taught law module, or at least not covered in the same detail or from the perspective that you may adopt. The module is different from dissertation modules found in university law schools in its focus on taking practical and theoretical research methodologies out of the area of the purely academic and into the arena of business and commercial transactions: it is concerned with how completing a dissertation can help equip you for practice and further study.
Basic list of topics to be considered:
- the objectives of the dissertation module
- theoretical approaches to legal research
- practical usages of legal research
- research in legal practice
- research on comparative law and systems
- conceiving research questions
- ethical issues in research
- how to use a supervisor
- drafting a research proposal
- drafting a supervision agreement
To help you succeed you will be supervised throughout this assignment by an academic and a practitioner from a relevant area of law. |
Employment Law |
This module will provide you with an advanced appreciation of UK employment law and will seek to grapple with some of the most difficult issues within the subject area. Once you have completed this module you will be well equipped to undertake further research in this area and/or to practise employment law in the UK.
This module will be taught by a practising barrister who specialises in employment law and a substantial part of the module will deal with the practical application of employment law concepts. In addition to this the delivery of the module will be enriched by a host of visiting lecturers drawn from the Bar and leading solicitors firms.
List of topics:
- sources of employment law
- tribunal procedure
- contracts of employment
- wages and hours
- maternity and paternal rights
- discrimination in employment
- TUPE
- trade unions and industrial action
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Financial Regulation and Compliance
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This module provides a detailed introduction to the relevant laws and regulations that impact on persons authorised to conduct financial business in the UK. In particular it focuses on the responsibilities of those who seek or who are authorised under the Financial Services and Markets Act to establish, administer and monitor adequate and suitable compliance systems and procedures. This involves the legal, regulatory and other procedures involved in the identification and assessment of risks and the determination of appropriate strategies. The design and implementation of compliance and related systems and procedures that are acceptable under UK law and where relevant other laws, will be considered. The management, supervision and development of such systems focussing by way of example of particular risk areas will be considered in depth. The consequences of compliance failures will be examined in terms of legal and regulatory exposure (at various levels within the organisation) and the process that are involved in recovery, rectification and resilience.
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Fraud and Financial Crime |
This module which is taught by practitioners and academics of international standing in the area examines the character of economically motivated and related crime and in particular its impact on the proper operation and stability of financial institutions. It focuses on the relationship of financial crime in its exploitative and facilitative forms to organised crime and corporate misconduct. Fraud, market abuse, money laundering and corruption are specifically addressed in terms of prevention and control. The nature of enforcement, civil, regulatory and criminal is considered from a practical standpoint as is compliance and risk control. The significance of jurisdictional and international issues is considered both in substantive and comparative terms.
Fraud and financial crime represents a risk not just in terms of the direct loss and damage it causes to financial institutions but indirectly as a result of the response of the justice system. The impact on the way in which business is actually done of such laws as those relating to the control of money laundering, market abuse and fraud is significant. The impact of systems designed to address and control risk by facilitating compliance have a similar impact. Consequently the risk of crime and the risk of exposure to the civil, regulatory and criminal law as a result of the risk of criminal and abusive activity constitute major commercial, financial and legal risks for those engaged in business or advising business.
Few degree programmes address even the risk of crime let alone the more practical and significant risks of compliance and control. This module is therefore unique in blending both the legal and compliance issues into a practitioner orientated programme. |
Intellectual Property Law |
Businesses face considerable commercial risk in the research and development of new products, and in building brand recognition and reputation. Intellectual property regimes allow businesses to protect their products and reputation with a range of monopolies, and thereby manage the risk. The potential of intellectual property rights is a critical factor in the decision making process of whether or not to invest in the research, development and exploitation of new products. Intellectual property law is transactional in that it deals with the sale and purchase of intellectual property rights.
Intellectual property dependent businesses frequently find themselves in the position of being both intellectual property creator/owner, and intellectual property user. This module will equip you with an understanding of the legal rights and obligations arising under the statutory regimes, allowing you to advise both owners and users in the commercial exploitation and protection of intellectual property rights.
The module will explore the limitations on the monopolies i.e. exactly what is protected, why and how; the types of contracts that can be created; and therefore the controls and limitations on commercial activity in this area.
This module does not simply concentrate on the various intellectual property regimes. Instead, it is thoroughly grounded in the commercial context, and the socio-economic and international dimensions are explored regularly throughout the module. Industry professionals will deliver a number of the sessions, and their seminars will be a part of the syllabus. You will work with business packs and complex live data, rather than traditional academic questions, and the assessment regime is more practically oriented than traditional essay-based examinations.
The module will focus on the three key statutory regimes of copyright, trade marks and patents. Throughout the module there will be a strong emphasis on the business and socio-economic context and the international dimension of intellectual property law. |
International Business Law |
The objective of the module is to familiarise you with key aspects of international business law. Against a background of unprecedented globalisation of commerce and territorial expansion of law, the module will expose you to the multi-faceted nature of international legal practice. It will consider new legal developments and give you tools to navigate the many parameters involved in international business transactions. The module will permit you to develop an overall understanding of international business practice in the UK and overseas.
This module will be taught by an international lawyer who has been practising in international law firms and taught at an academic institution. In addition to this guest speakers drawn from practice and other academics will be invited to discuss specialist subjects covered by the module. They will explain how practice deals with particular issues. Throughout the module, you will be asked to research the rules of other jurisdictions and undertake comparative analysis.
List of topics:
- the different forms of international business transactions
- civil law systems in comparison with common law systems
- non-Western and emerging legal systems: An introduction to Islamic, Chinese and Russian law
- comparative analysis of company law
- international business financing
- financial markets – International overview and comparison of main financial markets
- advanced corporate governance issues
- employment – international perspective
- international competition
- commercial dispute resolution – The settlement of international disputes
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| International and Comparative Securities Regulation |
The module will examine the development of markets for corporate related securities and the institutions that are involved in this process. It will then focus on the regulatory regimes of selected jurisdictions including the US, Japan, China and Australia. Using Anglo-American experience as a base, the relevant laws and regulations relating to the raising, marketing and trading of capital will be examined from a comparative perspective. Issues of particular significance to the maintenance of orderly and fair markets will be considered as will the approaches to regulatory oversight and intervention. Trans-jurisdictional issues and mutual assistance between regulatory authorities will be examined. Regionalisation and standardisation particularly in the context of the Single European Market will receive attention.
Financial markets play a fundamentally important role in raising and marketing capital in most economies. The importance of such markets is clearly seen in regard to the development of the emerging and transition economies. The provision of stable, efficient and fair markets in such countries has given the degree of inter-dependence within the world economy significance internationally. Consequently this module will examine from a comparative perspective:
- the laws
- regulatory structure
- compliance regimes in selected jurisdictions
Particular reference will be made to the US Federal, Japanese and European law. A familiarity with the laws and regulatory systems of key financial systems is of considerable practical importance for those engaged in international finance and the facilitation and support of international business. |
| Islamic Financial Law |
The module provides an introduction to areas of Islamic law. It addresses the development of Islamic financial markets and institutions and the importance of compliance with the Shari’ah law. The provision of financial services and the creation of financial products that are compliant with Islamic law are considered in depth from a practical standpoint. The role and responsibilities of Shari’ah councils and advisers are considered as well as issues of governance and compliance. The interface of Islamic financial services with other systems of law is considered and attention is given to the development of the law and in particular the work of the Islamic Financial Services Board.
Islamic finance law has become of increasing significance to those engaged in advising financial institutions and investors. The special character of Islamic financial law is recognised not only by those who wish to have financial products and services that are Shari’ah compliant for religious reasons, but increasingly also by non-Islamic institutions and investors. Very significant funds need to be channelled into investments and through markets and institutions that are compliant with the Shari’ah to facilitate international financial stability and the development. The City of London has played a very important role in this and City law firms are fast developing an international reputation for servicing Shari’ah compliant institutions and services. |
UK Corporate Securities Regulation |
This module focuses on the UK law relating to the operation of the corporate securities markets in the UK and the conduct of investment related business. While the Financial Services and Markets Act 2000 and the regulatory system that it creates is at the heart of the programme, there are many other areas of law and practice which are of relevance. The module places the development of the relevant laws and regulatory system in its historical and economic context and then addresses the practical legal issues in trading securities and the conduct of investment business.
The financial services industry plays a major role in the UK economy and the City of London is the world’s leading financial centre. Consequently, the stability, integrity and efficiency of the markets are of the utmost importance. The laws, regulations and compliance systems which attempt to ensure the integrity, soundness and stability of the financial services sector play a vital role in achieving these goals. In practical terms this body of law is one of the most significant within the financial sector. |
UK and International Banking Law |
Banking law is a subject of prime importance. A set of banking laws combining contractual certainty and robust regulation with the ability to keep pace with financial innovation is essential not only for the health of the financial system, but of the economy as a whole.
The subject of this module is therefore not a single body of law, but the diverse range of legal considerations which affect modern banks. These considerations have been shaped by the peculiar nature of banking business. By the end of this module, you should understand how the law has developed in response to the changing nature of banking business, and how it may need to develop in the future.
The module takes a firmly practical view of this very important area of law, focusing on the current practice of banks in the City of London and beyond.
Topics to be considered:
- the business of banking
- the bank-customer relationship
- bank regulation
- syndicated lending
- debt capital markets and derivatives
- insolvency
- clearing, settlement and netting
- security
- finance and international development
- competition and trade law
- islamic finance
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UK and International Dispute Resolution
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Disputes take many forms. They might be political. They might be commercial. They might involve the infringement of the rights of a natural or a legal person. Regardless of the subject matter of the dispute, the proper functioning of society requires the provision of effective dispute resolution mechanisms. Just as disputes take many forms, so too do the mechanisms required to resolve them. These mechanisms range from informal, non binding discussions (such as inter-party negotiations) to structured, highly procedural and enforceable procedures (such as judicial proceedings). This module will focus on the ways in which UK and international commercial disputes are resolved. Principal subjects covered within the module include:
- the nature of dispute resolution
- jurisdiction (by reference to both the English common law rules and Regulation 44/2001)
- conflict of laws in contract and tort (by reference to both the English common law regimes and the Rome I and Rome II Regulations)
- the procedural aspects of commercial litigation (including forum shopping, foreign enforcement and anti-suit and freezing injunctions)
- arbitration (and the international enforcement of arbitral awards under the New York Convention)
- the nature and jurisdiction of supra-national institutions (including the European Court of Justice, the European Court of Human Rights and the WTO)
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