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LLM (International Business Law) - Course Descriptions  

Common Law Reasoning and Writing
 
Assistant Professor Lim Lei Theng, with the Legal Writing Team, NUS  

This course is a practical skills course designed for post-graduate students who are graduates of a law faculty in a country whose legal system is not based on the common law. Its objective is to provide you with skills in common law legal reasoning, legal research and legal writing.  It will focus on the following areas: 

• the structure of the legal systems in Singapore and other major common law jurisdictions;
• the process of judicial reasoning, including the use of precedent by common law judges;
• analysing common law cases;
• the legislative process in common law countries;
• principles of statutory interpretation employed by common law judges;
• analysing statutes;
• analysing cases interpreting statutes; and
• using the law library, including information technology

Common Law of Obligations 

Professor Kumaralingam Amirthalingam & Associate Professor Alexander Loke, NUS 

Singapore belongs to the common law legal tradition, which has its origins in the United Kingdom.  The system has been adopted in the Commonwealth and the United States as well as other countries.  It may be contrasted with the other major legal tradition, the civil law system, which has its origins in Roman Germanic law and has been adopted in much of continental Europe and East Asia.  This course provides a brief introduction to the common law system and studies the areas of law that impose private obligations on individuals, namely torts, contracts and restitution.  The aim of the course is to enable students to gain an insight into the common law structure of obligations law while providing a basic understanding of the legal concepts and principles as well as the methodology.  The method of instruction will be interactive seminars, which will include discussion of tutorial style problems.  Students will have the opportunity to engage critically with the legal norms and learn how to apply the law to particular fact situations. 

Comparative Corporations Law 

Professor Tan Cheng Han, Professor Hans Tjio & Assistant Professor Wee Meng Seng, NUS 

The corporation is arguably the most important business organisation today. This course will involve a comparative study of the core topics in corporations law. The course will look at how such core topics are dealt with in the major common law jurisdictions of Australia, England, Hong Kong, Singapore, and the United States. The core topics to be covered include corporate personality; the corporation’s organs and officers; the corporate constitution; share capital; corporate governance and the rights of minority shareholders; the market for corporate control; as well as the main elements of an effective creditor rights system. Some interdisciplinary learning will also be involved. 

International Law

Professor Si Pingping, ECUPL

This course deals with the key issues in public international law: the nature of international law, the sources of law, the law of treaties, sovereignty and jurisdiction, foreign state immunity, state responsibility, international human rights, preferential treatment of developing countries and the peaceful settlement of international disputes. Some common features of the law of international organisations will also be discussed. The course will also identify relationships between areas of international law, recognize the legal import of various international problems and identify relevant sources of international law for the resolution of problems. 

International Tax Law

Associate Professor Stephen Phua, NUS

This course introduces the major income tax issues faced by businesses and individuals operating in a global economy. These issues include causes of multiple taxation, solutions to avoid multiple taxation, the effectiveness of Double Taxation Agreements (DTAs) and the abuse of DTAs. The course will focus mainly on the articles of the latest OECD Model Tax Convention (2003) to highlight tax planning opportunities available to many typical cross-border transactions. Besides illustrating general tax issues involved in inbound and outbound investments, the course covers the problems in income repatriation, tax havens, choice of investment vehicles, corporate finance and tax arbitrage. The course will also identify the global tax trends and challenges arising from increased mobility of capital, technological advancements as well as changing demographics. As this course seeks to illustrate some of the general strategies in international tax planning, no prior knowledge of country-specific tax rules is required. 

Cross-Border Transactions & Transnational Commercial Law

Professor Tan Yock Lin, NUS 

This course presents an integrated approach to understanding cross-border commercial transactions taking place under different legal systems as well as under a transnational law representing a harmonisation between different legal systems. The first part of the course covers principles of private international law as they apply to international commercial transactions. Particular emphasis will be given to choice of law techniques which sort out from among a number of potentially applicable laws that law which is most appropriately applicable to any given international commercial dispute. The second part of the course is intended to be a study of the nature and sources of transnational commercial law and the methodology of harmonisation. An examination of the inter-relations between principles of private international law and transnational commercial law is included and the study of transnational law will involve specific conventions, model laws, or contractual codes. It is one of the objectives of the course that students should acquire as a result of undergoing the course general, though not detailed, familiarity with the substantive contents of selected instruments of harmonisation as well as be able to suggest solutions in accordance with private international law in those cases not governed by transnational law. The other major objective is that students should obtain a sound understanding of the policies and problems of transnational commercial law.  

Comparative Corporate Governance

Adjunct Professor Tan Ng Chee, NUS

This module will examine the control of directors in large companies, principally those listed on a stock exchange. The module will address the law and regulation of this area of business activity in Singapore and will also draw on comparative perspectives from Australia, the UK and the US. The module will examine the structure, function and responsibilities of management in large companies. It will focus particularly on topics of special practical and theoretical relevance, such as directors' pay and the representation of interest groups in the company. It will consider regulation of management by shareholders, voluntary codes, market regulators and state agencies. The course is aimed at practitioners who advise companies about issues of corporate governance.
 

International Shipping Law

Adjunct Professor Peter Koh 

This course is indispensable to the major port cities such as Singapore, Hong Kong, Shanghai and New York.  Without shipping, there will be no international trade. Shipping law embraces three major components: Marine Insurance, Carriage of Goods by Sea and Admiralty or Maritime Law. Marine insurance will cover issues arising out of the Marine Insurance Act 1906 and the New Institute Cargo Clauses introduced in 1983. The section on Marine Insurance Law will include matters like insurable interest, non-disclosure of material facts, subrogation, sue and labour, specific exclusions, all risks and war risks. Carriage of goods will include two main areas: bills of lading and charter parties.  There will be a practical perspective. Topics will include the banking and legal problems arising from the issuance of unclean bills of lading and the allocation of legal responsibilities from carrier to consignee. For recovery of damage to cargo and for enforcement of marine cargo claims, the claimants will have to seek recourse against the res, which is the ship herself. Ship arrest will be part of the Admiralty/Maritime Law section of the course. The other areas that will be covered include maritime liens, admiralty jurisdiction and limitation of liabilities. The course materials will include actual discussion of reported cases in Lloyd’s Law Reports, major legislation and international conventions.

International Trusts

Associate Professor Tey Tsun Hang 

This is an introductory course on international and commercial trusts law.  It focuses on the comparative perspectives on commercial trusts managed by corporate trustees, their developments, conceptual and doctrinal underpinnings, their impact on trustees’ duties, the effectiveness of asset partitioning and its effects, as well as the nature and extent of the flexibility of commercial trusts. It seeks to deepen students’ understanding of the law and practice of international and commercial trusts, and broaden the students’ outlook by adopting a comparative approach to the subject. Topics  covered include the asset protection trust, VISTA trusts, trading trusts and retention of control; non-charitable purpose trusts; the concept of trust protector; forced heirship and survivability; the sham doctrine and the risks of ‘limping trust’.  It is intended that students will study cases and statutory developments drawn from various jurisdictions and the different perspectives in these judicial decisions and statutory developments. 

International Commercial Arbitration

Adjunct Professor Lawrence Boo 

This course is designed to equip students with a sound understanding of the law of arbitration to enable them to advise and represent parties in international arbitral proceedings with confidence. Students preparing to take up arbitration appointments eventually will also benefit from this course. Students will be brought through the arbitral process from the making of the arbitration agreement up to the making and enforcement of the award. They will be taught the legal framework supportive of arbitration, in particular the UNCITRAL Model Law on International Commercial Arbitration as used in various jurisdictions. They will examine the powers and duties of arbitrators; the role of the courts in arbitration; challenges to arbitral jurisdiction, the concepts of separability, arbitrability and kompetenze kompetenze and generally the procedural aspects of the arbitral proceeding. Extensive references to rules of international and regional arbitral institutions viz. CIETAC, SIAC, ICC, AAA, JCAA, KCAB and BANI will be made. Judicial decisions and writings from Model Law jurisdictions will also be looked to as sources of arbitral jurisprudence.   

International Corporate Finance

Associate Professor Maisie Ooi

Corporate finance practice is getting increasingly cross border so that it is no longer sufficient to teach financial law on a purely domestic basis. Very often more than one jurisdiction's laws are relevant, and since these can and are often different, it is important to be aware of and to be able to address the legal risks involved.

The course will cover the international and comparative aspects of corporate finance law and practice. The emphasis of the course will be on the actual application of corporate finance law in practice, the policies that have shaped the laws, and the international conventions that have evolved in this area. Topics that will be covered include international term loans and loan syndications, joint ventures, venture capital and private equity, securities offerings and bond issues, trading and settlement systems, securitisations, the taking of security and issues of insolvency, choice of law and jurisdiction in international corporate finance.  

Banking and International Payments 

Associate Professor Dora Neo 

With the growing volume of international trade worldwide, it is important to understand the methods by which international payments are made. To facilitate depth of analysis and highlight the inter-relationship between international rules and the common law, this course will focus on two contrasting forms of international payments, documentary letters of credit, and international money transfers. Documentary letters of credit are a common form of financing international sale of goods, and account for more than a trillion US dollars of world trade per annum. There will be a detailed examination of the Uniform Customs and Practice for Documentary Credits (UCP), an international set of rules governing letters of credit and used in more than 175 countries, as well as the common law applying to such transactions. Students will become familiar with the new UCP 600 which was passed by the International Chamber of Commerce in October 2006 and slated to take effect in July 2007. Standby letters of credits and performance bonds will also be discussed in this part of the course. The second main part of the course examines legal issues in the law relating to international money transfers. Case law will be analysed and compared with solutions provided by international rules such as the UNCITRAL Model Law on Fund Transfers and Article 4A of the US Uniform Commercial Code. The course will also introduce students to the structure of international banking and correspondent bank relationships as well as the law relating to negotiable instruments in international banking transactions. 

Chinese Intellectual Property Law

Professor Wang Qian / Professor Zhu Lanye

This course introduces the features of intellectual property rights and looks at the development of China’s intellectual property law system and China’s obligations under international treaties regarding intellectual property. It will also introduce the practice of intellectual property protection in China through different means with particular emphasis on the protection of foreign intellectual property rights in China. The major topics covered are the features of intellectual property rights, copyright, patent, trade mark and international intellectual property treaties. The course seeks to provide students with a broad overview of intellectual property law in China and its relationship with the international legal system.