International Business Law
|LLM
|Part Time, Full Time
| Admissions status: OpenYou need to study full- or half-modules worth 180 credits.
Each module is worth 40 credits (with half modules worth 20 credits). You will need to select modules of your choice that adds up to 120 credits in total.
To achieve the additional 60 credits you need to choose between:
- Writing a 15,000 word dissertation
- Writing a 7,500 word research essay related to a taught module and then study another half-module of your choice.
The modules listed below are those related specifically to the LLM in International Business Law pathway. The general Master of Laws entry lists all available LLM modules.
In the first and second semester you study your selection of taught modules (half and full). These are in most cases assessed in the third semester (May/June) by written examination, or in some cases the submission of an assessed essay.
NB it cannot be guaranteed that all modules are offered in any particular academic year.
Module code: 7FFLA004
Credit level: 7
Credit value: 40
Semester: Full-year
Teaching pattern:
Mixture of two-hour lectures and seminars.
Indicative/suggested reading: Ellinger, Lomnicka and Hare, Ellinger's Modern Banking Law (5th ed, 2011), Chs 1 and 3.
Assessment: written examination/s
Three-hour exam.
Module description
This module seeks to introduce you to the principles of English banking law, and to consider those principles in the light of modern banking practice, with particular emphasis on the impact of new technologies on the development of banking law and practice. The following areas will be covered in the module: structure of banking in the UK; the bank-customer relationship, including mandate, countermand, duty of care, fiduciary aspects, confidentiality, termination, and dispute resolution; banks and undue influence; banks and fraud; the current account; special types of account; interest-bearing accounts; payment and payment systems, including the nature of payment, electronic funds transfer and electronic money; cheques and other payment instruments; payment cards, including cheque cards, credit cards, charge cards, debit cards, ATM cards and electronic purses; incidental services performed by banks; methods of bank finance, including overdrafts and loans.
Module code: 7FFLA503
Credit level: 7
Credit value: 20
Semester: Semester 2 (spring)
Teaching pattern:
Two-hour seminar.
Indicative/suggested reading: Kraakman et al, The Anatomy of Corporate Law: A Comparative and Functional Approach (OUP 2009). See also, The UK Corporate Governance Code (June 2010) published by the Financial Reporting Council.
Assessment: written examination/s
Two-hour exam.
Module description
This module examines core Company Law and the regulatory framework and practice on corporate governance – the system (structure and process) by which companies are governed (i.e. directed and controlled), and to what purpose (i.e. what overriding value is promoted). Although some commentators allude to convergence in corporate governance, no global corporate governance model exists as yet. Companies operate primarily within boundaries prescribed by national laws and regulations whilst also ensuring that they are compliant with applicable extra-territorial norms. Consequently, a key objective of this course is to examine UK corporate governance regulation, as the primary model, against the background of other models that exist internationally.
Topics included are: the nature of corporate governance and foundational concepts such as corporate personality and limited shareholder liability; veil impairment and the constitutional ‘law’ of the company, directors’ duties; shareholder protection; effective board leadership; remuneration control; and shareholder engagement.
Module code: TBC
Credit level: 7
Credit value: 40
Semester: Full-year
Teaching pattern: Two-hour seminar.
Indicative/suggested reading: A Cahn and D Donald, Comparative Company Law (Cambridge University Press, 2010); R Kraakman et al., The Anatomy of Corporate Law (Oxford University Press, 2nd. ed. 2009); M Andenas and F Wooldridge, European Comparative Company Law (Cambridge University Press, 2009).
Assessment: written examination/s
Three-hour exam.
Module description
The aim of the module is to contribute to the understanding of domestic and European company law. It comprises an analysis of legislative measures of EU law, a comparative analysis of domestic laws and an evaluation of economic theory relating to company law and financial market regulation. The first part of the module will (very briefly) give an overview of basic principles of EU law, in particular the law making process, the nature and effect of the different legal instruments, and the functioning of the internal market. At a later point, an in-depth analysis of the right of establishment and the free movement of companies will be conducted.
The remainder of the module will assess the degree of harmonisation achieved on the national level, taking into consideration the directives, regulations, conventions and other instruments of harmonisation which provide the core of EU company law and securities regulation. It will also compare the strategies developed by the national laws in dealing with certain policy issues common to all legal systems (e.g., capital adequacy, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, corporate finance, market integrity and transparency). The comparative analysis will encompass English, and German law, as well as the law of the United States.
Module code: 7FFLA027
Credit level: 7
Credit value: 40
Semester: Full-year
Teaching pattern: Two-hour seminar.
Assessment: written examination/s
Three-hour exam.
Module description
This module was introduced in 2003, and is (so far as is known) the first and only one of its kind in the world. It builds on the strengths of King's School of Law in the fields of property law and comparative law. It deals with the property concept and its applications in an international and a comparative context. The module covers the main concepts of property, ownership, title, patrimony and estate; Western (England, France, Germany and Jersey CI) approaches to a number of specific topics, including co-ownership, leases and security interests, and also tying up property for the future; non-Western approaches to property law generally, including Islamic, Nomadic, Jewish, Chinese and feudal systems; and comparative conflicts of law, looking at those areas of the subject which have a direct impact on property disputes.
Module code: 7FFLA028
Credit level: 7
Credit value: 40
Semester: Full-year
Teaching pattern: Two-hour seminar.
Assessment: written examination/s
Three-hour exam.
Module description
This module, which was introduced by David Hayton and Paul Matthews in 1995, was the first of its kind in the world and deals with trusts in the international context. Reflecting on King's strong reputation in trust and comparative law, it examines the extremes to which trust principles may be pressed in the offshore world, as well as conflicts of laws issues. The module considers how three trust jurisdictions deal with selected aspects of trust law and what trust-like arrangements exist in non-trust countries. You are not required to have studied trust law formally in your first degree but will be assumed to understand trust law at the ordinary undergraduate level, or to be prepared to reach this level during the year. Students from civil law systems can – and do – take this module.
Module code: 7FFLA029
Credit level: 7
Credit value: 40
Semester: Full-year
Assessment: written examination/s
Three-hour exam.
Module description
This module is mainly concerned with the special problems that arise in litigation resulting from international business transactions. Its major theme is jurisdiction in all its aspects. More particularly the following topics are among those studied from the point of view of English, Commonwealth, American and, where relevant, European Union Law: judicial jurisdiction; obtaining evidence in trans-national business litigation; provisional remedies and procedural problems in such litigation; recognition and enforcement of judgments in commercial matters.
Module code: 7FFLA030
Credit level: 7
Credit value: 40
Semester: Full-year
Its major themes are the international reach of national legislation, the problem of disharmony in the international regulation of business and ways of attaining uniformity. These themes are explored in relation to English, Commonwealth, American and, where relevant, European Union Law in contexts such as: applicable law in international commercial contracts; international sale of goods; the international reach of legislation for the regulation of business and the protection of consumers and employees; private international law aspects of boycotts and embargoes; agency in private international law; exchange control and currency problems; the international aspects of property transactions (including expropriation and analogous problems); problems of legislative jurisdiction in anti-trust and the general issue of extra-territoriality.
Module code: 7FFLA031
Credit level: 7
Credit value: 40
Semester: Full-year
All students will attend both parts of the module. The basic format entails one two-hour lecture per week, with a number of ‘cross-over’ seminars over the two terms in which the interplay between these two areas of international arbitration is explored. There will also be a number of tutorials given throughout the year for which you will be expected to submit written work. In the summer term, you will have the opportunity to prepare a dissertation or research essay for submission. There will also be the possibility to participate in practical “moot” sessions, alongside formal classes.
Module code: 7FFLA066
Credit level: 7
Credit value: 20
Module code: 7FFLA035
Credit level: 7
Credit value: 40
Semester: Full-year
Teaching pattern:
Weekly two-hour exam.
Indicative/suggested reading: Schwarz on Tax Treaties, 2nd Edition (CCH) by Jonathan Schwarz; Principles of International Taxation 3rd Edition (Bloomsbury Professional) by Angharad Miller and Lynne Oates.
Assessment: written examination/s
Three-hour exam.
Module description
This module considers taxation in an international context. Domestic tax systems have increasingly had to respond to globalisation so that taxation can still be viable in an environment where activities which have traditionally attracted taxation can be carried out without domestic borders to define their scope. The module will consider taxation and international law in general and then move on to looking at the ways in which domestic systems have sought to deal with double taxation where activities attracting taxation are carried out over more than one country – namely through double taxation conventions. The focus will be on the OECD Model and double taxation conventions based on this and why international business gives tax systems a problem and how this can be addressed.
Dr Emilia Onyema and Filippo Lorenzon
Module code: 7FFLA036
Credit level: 7
Credit value: 40
Semester: Full-year
Assessment: written examination/s
Three-hour exam.
Module description
This module focuses on the analysis and interaction between four fundamental contracts in cross-border or international sale of goods transactions. These are the sales, carriage, payment and marine cargo insurance contracts with related issues such as harmonisation and conflict of laws, from an international perspective. The module analyses the application of relevant international legal processes, instruments and principles that directly affect the conclusion and performance of these contracts and their interaction in the cross border sale of goods between private parties. It is important to note at the outset that in such transactions, issues of delict or tort may also be implicated, in for example claims based on negligence, but these are not examined on this course.
The ITL module examines the private law aspects of international trade. It does not deal with issues relating to WTO, import/export tariffs and licenses, customs and FTA areas. These public law issues are examined and taught in the WTO course. We are here interested in the commercial issues that arise between the contracting parties themselves. Do remember that the public law issues mentioned above also affect the contracting parties but those are outside the remit of this course. So what sort of issues are we going to be studying? We shall examine the various contracts parties involved in the international sale of goods may conclude and these are principally:
- The sales contract: this is the primary or principal contract in which the parties agree on the essence of the transaction and certain aspects of the other four contracts. So the sale contract deals with the rights and obligations and remedies of the contracting parties regarding the goods for sale. We shall examine the UN Convention on the International Sale of Goods 1980 (CISG), Sales of Goods Act 1979 (with amendments) (SGA) and various trade terms through an analysis of the Incoterms 2010.
- The payment contract: this primarily involves a third party usually a financial institution which may be contractually bound only to one of the parties involved in the sales contract. The payment contract deals with payment for the goods covered in the sales contract. We shall examine various payment mechanisms and more particularly the letters of credit under the ICC Uniform Customs and Practice for Documentary Credits 2007 (UCP 600).
- The carriage contract: the international sales transaction is usually between parties in at least two different countries and so the goods will need to be delivered by one party to the other party and this may involve the use of various transportation methods in carrying the goods from one country to another country. This contract again may involve a third-party. We shall concentrate on carriage of goods by sea and examine the International Convention for the unification of certain rules of law relating to bills of lading Brussels 1924 as amended by the Protocol of Brussels 1968 (Hague Visby Rules) and the new UN Convention on the Carriage of Goods (wholly or partly) by Sea 2009 (Rotterdam Rules).
- The marine cargo insurance contract: parties will usually insure the goods so we will examine the basic concepts in marine cargo insurance primarily under English law based on the Marine Insurance Act 1906 and the Institute Cargo Clauses.
Module code: 7FFLA040
Credit level: 7
Credit value: 40
Semester: Full-year
This module (together with the International Finance 2 and the International Finance 3) is focused on the major transactions carried out by investment banks, transnational banks and multinational corporations in the vast global financial markets which have developed in London, New York and Tokyo in recent years as well as in locations such as Singapore, Hong Kong, Frankfurt, Paris and Sydney. It is designed to examine the legal structures used in these transactions and the complex legal issues arising in the context of these transactions due to their transnational and multijurisdictional nature. Law of International Finance 1 is designed to cover the following major transactions * International Syndicated Loans * International Bonds and MTNs * Convertibles * GDRs. Regulatory law of the US and of the European Union which affects primary issues in the international capital markets will also be examined.
The three modules on the Law of International Finance are not designed to cover domestic banking law or company law in the UK or elsewhere nor is it concerned with the law affecting international trade. The orientation of this module is entirely practical and is designed to enable you to practice as a lawyer in the global financial markets whether as an attorney in the global law firms or as legal counsel with investment banks, transnational banks and multinational corporations engaging in these transactions.
Module code: 7FFLA515
Credit level: 7
Credit value: 20
This module is intended to be taken only in conjunction with International Finance 1 and will be taught as an adjunct half module covering in detail two major international banking transactions in the markets as its centrepiece. It will first examine the legal structures used in the financing of very large scale projects (some well over several billion dollars in value) in such areas as gas and oil exploration, infrastructure projects such as airports, harbours and mass transit railway systems. It will secondly cover the vast market in loan sales and trading including distressed debt.
This module will enable those interested in pursuing a career in the transnational banking world to explore in depth the legal issues that arise in relation to large scale projects in emerging markets and will also cover the legal instruments used to cover political risk in such emerging markets. The orientation of the module will be strongly towards students intending to practise in this field. The module will be taught in the second semester after you have obtained a grounding in International Finance 1.
Module code: 7FFLA548
Credit level: 7
Credit value: 20
This module is intended to be taken only in conjunction with International Finance 1 and will be taught as an adjunct half-module. It will be useful if you are interested in a career as a lawyer in global investment banking in the financial markets and will seek to provide in depth coverage of the law and legal issues in derivatives and credit derivatives the most modern and complex of financial transactions which have seen an explosive growth in the past few years – estimated to be 200 trillion dollars by the Economist. It will also cover asset securitisations including loan securitisations as well as synthetic structures using credit derivatives. The orientation of the module will be strongly towards the students wishing to practise in this field. The module will be taught in the second semester after you have obtained a grounding in International Finance 1.
Anne Fairpo and Tom Wesel
Module code: 7FFLA056
Credit level: 7
Credit value: 40
Semester: Full-year
Taxation is a key factor in business decisions, and how to raise tax from businesses without damaging the economy is a central element in all government’s policy.
In this module we will examine the taxation of businesses under UK income tax, corporation tax and capital gains tax. We will also consider, to a lesser extent, VAT, the UK interaction with foreign taxes, and stamp duty.
Although it is based around the UK tax system, the module deals with questions about the taxation of businesses that face all tax systems. Its object is to provide a solid grounding in the principles of the taxation of businesses, and the main rules will be studied in depth in the context of those principles.
Module code: 7FFLA058
Credit level: 7
Credit value: 20
Semester: Full-year
This module is set against the background of the internationalisation of the flow of goods, services and capital. It studies the private law response to this development and the emergence of trans-national commercial and financial law as a new lex mercatoria to support these flows. In this context, the creation of a new legal order is discussed and the spontaneous development of an independent international normativity in it, the sources of law that become relevant in this connection and the hierarchy amongst them.
The function and approaches of official or unofficial international bodies in the formulation of industry practices, like the ICC in the Incoterms and UCP, of Unidroit and Uncitral in the formulation of uniform law like for the international sale of goods and receivable financing, or of groups of academics in the formulation of principles, like those of contract and trust law, will also be discussed. Their findings will be compared with those adopted in the US, especially in the Uniform Commercial Code.
At the academic level, this module will study the operation of the major legal systems, especially those of Common and Civil Law. At the practical level, it will consider the details especially of the modern laws of contract, sales, agency, payments, personal property, trusts, secured transactions, conditional sales, financial leases, repurchase agreements, factoring, securitizations and financial derivatives including swaps.
Dr Michael Schillig & Professor Robin Morse
Module code: 7FFLA067
Credit level: 7
Credit value: 40
Semester: Full-year
In a world which is dominated by global trading and free movement of capital and investment it is very likely that insolvency proceedings will not be hermetically contained in a single jurisdiction. Large multinational companies will often conduct business via a multitude of subsidiaries and branches in a number of different jurisdictions worldwide. Thousands of shareholders and debt investors may be scattered around the world. Even small and medium sized companies may have had dealings with parties from other countries, or may own or have interests in property which is located in different jurisdictions. Liabilities may be owed to parties domiciled in a different country from that of the debtor; or the relevant obligations may be governed by foreign law; or may be due to be performed abroad. These situations give rise to complex issues in respect of conflict-of-laws as well as the substantive law of insolvency and reorganisation.
The module is set against this background. In the first part of the module important issues of substantive corporate insolvency law will be analysed on a functional and comparative basis, taking into account the laws of major Western economies (US, UK, Germany, France). Over the last decade the three European jurisdictions under consideration have substantially reformed their insolvency laws (Germany in 1999, UK in 2002, France in 2005 and again in 2008/09). Chapter 11 of the US Bankruptcy Code has in many respects influenced these reforms and facilitated the rise of the rescue culture in Europe. Accordingly, particular emphasis will be put on the law of corporate reorganisation inside as well as outside formal proceedings (workouts). Despite this remarkable trans-Atlantic convergence, substantial differences remain, not least resulting from the interaction of corporate insolvency law with other areas of law such as company law, contract law and property law. We will trace these differences and try to explain them in the light of their social and economic contexts.
In the second part, the module will focus on the national and international instruments dealing with the conflict-of-laws issues in transnational corporate insolvency and reorganisation: the European Insolvency Regulation, the UNCITRAL Model Law on Cross-Border Insolvency, it implementation in the UK and the US, as well as Domestic Jurisdiction in the United States. The issues of jurisdiction, recognition of foreign proceedings, judicial cooperation in concurrent proceedings and the applicable law pursuant to these instruments will be studied, both from a theoretical and a practical perspective.
Module code: 7FFLA063
Credit level: 7
Credit value: 40
Semester: Full-year
The premise of this module is that world trade law, as a specific sector of international economic law, is developing so rapidly and is increasingly occupying such a central role in international law that it merits separate treatment in a full LLM subject. The study of the subject will focus on the law of the World Trade Organization, within several contexts: political, economic, other instruments and rules of international law-making, and jurisprudential. As such, the study of world trade law will be a lens through which the role and position of law in the evolution of globalisation can be looked at and analysed. By learning to use that lens you will at once acquire practical legal knowledge and a firm conceptual framework of analysis.
The module looks at the various areas of WTO law, including institutions, dispute settlement, essential GATT principles, the TBT and SPS Agreements, trade protection, trade in services, intellectual property protection, treatment of developing countries, and constitutional issues such as the relationship with other international law and with domestic law.
