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ELLM: Upcoming modules

The Executive LLM programme offers a powerful combination of information and inspiration. The teaching has been superb and the calibre of the student body is excellent.

Session: 20-24 April 2020

Take-Home Exam Date: Friday 26 June 2020 - Sunday 28 June  2020

UK Corporate Law

UK corporate law is an advanced corporate law module focusing only on UK law. The module covers in-depth the core areas of UK corporate law including:

The conception of the UK company;
separate legal personality and piercing the corporate veil;
corporate actions in contract, tort and criminal law;
the balance of power in the company between the board and the shareholder meeting;
UK board composition regulation;
Directors' duties and their enforcement;
minority shareholder protection; and
the role of company law in protecting creditors.

The module will rely on in-class case studies and problem questions to explore the applicable law and its development.

Lecturer: Professor David Kershaw

Module Code: LL439E

Tax Avoidance

This module will provide a comprehensive overview of the phenomenon of tax avoidance and of the attempts by states to combat it: both unilaterally and multilaterally. Whilst using examples predominantly from the UK and USA the issues addressed by the module are general across many jurisdictions and so will be applicable to those with interests beyond the UK and USA.

Taxpayers have always sought to minimise their tax burden. However recent decades have witnessed a sharp rise in popular and governmental concern with tax shelters and other tax avoidance. Traditional strategies of tax avoidance have included postponement of taxes and tax arbitrage, in addition to attempting to exploit ‘loopholes’ through a formalist interpretation of legislation. In recent years the proliferation of complex financial instruments has increased the opportunities for such avoidance. Additionally, globalisation and the development of the digital economy have facilitated tax avoidance strategies of base erosion and profit shifting (BEPS). This rise in opportunities for tax avoidance has been accompanied by an increased public concern that individuals and companies pay their ‘fair share’ of taxation: which states have responded to both through unilateral and multilateral actions (including the OECD’s project on BEPS and the EU’s Anti Tax Avoidance Package).

Particular topics covered are likely to include (i) defining avoidance; (ii) strategies of tax avoidance; (iii) statutory interpretation and judicial approaches to tax avoidance especially with reference to the UK and USA; (iv) General Anti-Abuse and Anti-Avoidance Rules and Specific and Targeted Anti-Avoidance Rules; (v) reporting rules and other policies to deter avoidance; (vi) the OECD response to BEPS; (vii) BEPS and the EU; and (viii) corporate social responsibility, professional ethics and public attitudes with regard tax avoidance.

Lecturer: Dr Michael Blackwell

Module Code: LL4CPE

Cyberlaw

This module critically analyses the regulation of the Internet and digital devices (such as smart devices and tablets).

It begins by providing a theoretical framework for the regulation of the Internet, examining questions such as whether the internet is capable of regulation, whether such regulation should be neutral and who should assume the task of regulating the online environment. Students taking the module will be expected to develop knowledge and understanding of the different values and interests brought to bear in the regulation of information technologies and communities.

Armed with this theoretical background, students will then be asked to consider how these values are reflected in the regulatory design of the online environment. This examination will be conducted by considering a number of case studies relating to online privacy, defamation, criminal activity and market power. The module concludes by examining the topical and politically charged question of whether Internet Service Providers should be allowed to vary service conditions by types of content.

Lecturer: Professor Andrew Murray

Module Code: LL449E

 

Session: 27 April-1 May 2020

Take-Home Exam Date: Friday 10 July 2020 - Sunday 12 July  2020

Media Law: Regulating Publication

The module examines the legal and administrative regulation of mass media publication (principally the press, the broadcast media, and institutionalised Internet publication). The module is introduced with consideration of a number of themes that underpin the rest of the syllabus: the role(s) of the media in society (including conceptions of the 'public interest'); the main social, technological and regulatory influences that shape media publication practise, and rights jurisprudence (in particular, the freedom of expression and freedom of the press in national and international law). The module then examines potential restrictions on publication that are aimed at promoting or preserving specific private and/or public interests. The key private interests considered are those in reputation (defamation), privacy, and confidentiality. The key public interests considered are the integrity of the judicial process (contempt and reporting restrictions), the impartiality of political representations, the avoidance of offence (obscenity and religion), national security, and the protection of children.

Lecturer: Dr Andrew Scott

Module Code: LL423E

Theories of Human and Constitutional Rights

The module will provide an introduction to theories of human and constitutional rights. The emphasis is on a combination of law and theory; to this end, each session will rely on a mixture of cases from various jurisdictions and theoretical and philosophical materials. Topics to be discussed will include: Robert Alexy’s Theory of Rights as Principles; Ronald Dworkin's Theory of Rights as Trumps; The Debate about Proportionality; Absolute Rights; The Debate about Judicial Review; The Culture of Justification and the Right to Justification.

Lecturer: Dr Kai Möller

Module Code: LL426E

International Law and Climate Change

This module covers the international law dealing with climate change with a view to assessing how risks and uncertainties caused by climate change are governed and allocated in different legal regimes. The module adopts the stance that the political and legal questions raised by climate change cannot be addressed by reference to climate change law (or indeed international environmental law) alone. Climate change gives rise to a series of profound problems touching upon a range of bodies of law (international economic law, human rights law, state responsibility, international migration law) in a complex political and ethical environment. In approaching climate change as a concrete concern relevant to these various bodies of law and practice, the module will address the normative and/or ethical bases for choosing between actions designed to prevent and/or manage climate change and its consequences, attentive to developmental imperatives and the theoretical concerns raised by the 'fragmented' nature of international law.

Lecturer: Dr Stephen Humphreys

Module Code: LL420E

 

Session: 7-11 September 2020

Take-Home Exam Date: Friday 13 November 2020 - Sunday 15 November 2020

Legal Aspects of Private Equity and Venture Capital (new course)

This course will equip students with a detailed understanding of the legal structures and issues arising in international private equity and venture capital. It is founded on deep academic analysis of pertinent theoretical and legal issues. It will have a pan-EU focus, but with comparative global perspectives.

Session 1: Introduction to private equity and venture capital.

This introductory session will include a critical discussion of the academic research suggesting that private equity outperforms other asset classes.

Session 2: Fund structures: the limited partnership and other international structures.

This session  looks at the structures adopted, and the reasons why, with particular emphasis on the legal, tax and regulatory characteristics of limited partnerships.

Session 3:  Management vehicles and the UK LLP 

This session will look at the objectives in structuring the management entity for the fund, with a particular emphasis on the legal and tax characteristics of LLPs, including the UK LLP Act and recent case law.

Session 4: Private equity fund (and manager) regulation

This session looks at UK and EU regulatory initiatives, and critically evaluates the provisions of the Alternative Investment Fund Managers Directive which affect private equity funds.

Session 5: Venture capital investments

Starting from a theoretical perspective, we will analyse the terms of a typical venture capital investment into a portfolio company by reference to example documents.  We will also examine various aspects of contract and company law which have particular relevance to VC structures.

Session 6: The VC deal

In this sessionthe students will discuss the key points arising from a venture capital investment case study.We will focus on key points which have a legal as well as a commercial aspect, and connect these to the theoretical discussions in Session 5.

Session 7:  The leveraged buyout: corporate governance issues

This session will examine the structure of a buyout and how it differs from a VC investment.  We will focus on pertinent company law rules and academic corporate governance theory.

Session 8:  Financing

This session will look at the leveraged finance model, advantages of leverage, the LMA Leveraged Loan Agreement, High Yield Bonds, the Inter-creditor Agreement and 'covenant-lite' and incurrance covenants.

Session 9:  Distress

Discussions on the implications of distress for the PE firm, valuation, the new money decision, the role of the inter-creditor agreement and the PE firm as the loan-to-own investor.

Session10:

In this session we will analyse a suite of leveraged loan deal documentation for a typical private equity buyout.  Students will be provided with a fact pattern and asked to apply the theory that they have studied in sessions 8 and 9 to the deal documentation.

Lecturer: Ms Sarah PatersonDr Simon Witney

Module Code: LL4CQE

Key Issues in Transnational Environmental Law

The course focuses on key developments in environmental law beyond the State, which includes both the European and international level. It reviews the main law and policy principles that inspire transnational environmental developments, and identifies opportunities for and obstacles to the effectiveness of transnational environmental law. Then, the course turns the spotlight on the most important environmental challenges of our time and examines the role of transnational law in managing or resolving them. The course is structured as follows: 

1. Environmental law in context: economic and alternative approaches to sustainable development.

2. Sources and principles of international environmental law. 

3. Transnational environmental law. 

4. Transnational liability: responding to global catastrophes. 

5. Controlling toxic substances: risk regulation and the precautionary principle. 

6. Climate change: international law and policy developments. 

7. Climate change litigation. 

8. Protecting biodiversity through designation: the EU example. 

9. Regulating markets for ecosystem services. 

10. Trade and the environment. 

11. Revision.

Lecturer: Professor Veerle Heyvaert

Module Code: LL402E

International law: Courts and Tribunals

The course introduces students to the practice and theory of international legal dispute resolution, focusing on dispute settlement before courts and tribunals. The former Prosecutor of the Yugoslav Tribunal, Richard Goldstone, resolved that: ‘it seems to me that if you don’t have international tribunals, you might as well not have international law’. Given the proliferation of courts and tribunals applying and enforcing international law, certain scholars have argued we are witnessing the emergence of an ‘international judicial system’ (Martinez).

The course involves three main elements:

1. Firstly, the course examines the structure and work of the International Court of Justice, the principal judicial organ of the United Nations, focusing on jurisdiction/admissibility, contentious cases and advisory opinions.

2. Secondly, the course introduces a variety of other international courts and tribunals, such as the International Criminal Court, domestic and regional courts dealing with international law and human rights, including the European Court of Human Rights and the European Court of Justice, the WTO Dispute Settlement Body and investment treaty arbitral tribunals.  Using contemporary and controversial case studies, the course will critically analyze and contrast the institutional design and jurisdiction of these courts and tribunals.

3. Thirdly, throughout the course we explore key theoretical controversies surrounding the adjudication of international law, focusing in particular on (a) how these courts and tribunals relate to one another (hierarchy, specialization and fragmentation); (b) what criteria should be used in assessing the legitimacy and effectiveness of these courts and tribunals; and (c) whether and how these courts and tribunals create international law.

Lecturer: Dr Devika Hovell

Module Code: LL447E

Fundamentals of International Commercial Arbitration

This course provides an introduction to the theory and practice of international arbitration, one of the most important mechanisms for settling disputes arising from commercial cross-border transactions. The focus is mainly on English arbitration law, which is put into a comparative perspective and contrasted especially with French law, which highlights the antagonism between Paris and London as the rivalling centres for international arbitration. Special attention is given to the applicable international treaties, the problems of conflicts of laws, and the different types of institutional and transnational rules that may have to be taken into consideration in an international arbitration. This course prepares for ‘Advanced Issues of International Commercial Arbitration’.

Lecturer: Dr Jan Kleinheisterkamp

Module Code: LL415E

 

Session: 14-18 December 2020

Take-Home Exam Date: Friday 19 Februrary 2021 - Sunday 21 February 2021

International Human Rights: Concepts, Law and Practice

This module is concerned with the international protection and promotion of human rights and its relation to a range of current global problems. The module draws on the international law and practice of human rights to examine how we might best understand the contribution and limitations of human rights to addressing contemporary ills. Through the consideration of a range of standards and thematic issues participants will learn about, and critically analyse, human rights concepts, norms, institutions and actors. The module engages with the ideas and objectives that underpin the post-1945 human rights legal order, the United Nations and regional systems, as well as both the standards of, and challenges to, international human rights. We build on these foundations to examine a variety of current human rights topics and to explore how international law in these areas has developed, is applied, and is deployed. Subjects may include: the prohibition of torture and the war on terror; human rights and water; the right to self-determination; the right to development; land and the rights of indigenous peoples; human rights and sexuality; human rights and extraterritoriality; business and human rights; human rights and resistance; and human rights and poverty.

Lecturer: Dr Margot Salomon

Module Code: LL403E

Art and Antiquties Law

This module engages in a discussion of specific cases and issues regarding acquisition, ownership, and restitution of antiquities and works of art, and the problems that arise in regulating markets in art, antiquities and cultural artefacts. We will look at domestic (UK and US) and international legislation regulating the art and antiquities trades. Against this legislative background, the module examines important cases in disputes regarding looting and provenance of antiquities, and questions of commodification and sale of cultural artefacts and antiquities, including the issues that arise in the operation of the art market (dealers, museums, collectors and auction houses). ‘Art Law’ is a specialized area of practice and an emerging area of theory and scholarship. We will look at some of the cases and theory of art and law, including the practices of dealers and auction houses in valuing (and mis-valuing) art for sale; the recent developments in addressing the restitution of art taken during the Nazi era; museum loans and the cross-border movement of art; the restoration and conservation debate(s) and then turn to a scholarly and interpretive approach to the issues that arise in considering the art market. ‘Antiquity Law is an engagement with the problems of the market(s) in antiquities and the legal and ethical burdens on the participants in this trade. We will look at the practices and constraints that arise in the context of both private purchasers/dealers and museums acquiring antiquities. We will focus on the case that the government of Italy brought against Marion True, the erstwhile Curator of Antiquities at the Getty Museum, and we will consider how that ground-breaking prosecution changed some of the practices in this area, as well as added to the toolbox for nations seeking repatriation of cultural objects. We will also return to the questions that arise in dealer, auction house and museum policies more generally.

Lecturer: Dr Tatiana Flessas

Module Code: LL446E

Regulation of Financial Markets II

The second part of Regulation of Financial Markets focuses on financial stability, including macro and micro-prudential regulation, regulation of trading and market infrastructure, and on new and emerging issues in financial regulation. Topics include:

1. Unpicking the Great Financial Crisis

2. Mapping regulation for financial stability

3. States, Banks and Global Markets: the macroeconomic Background

4. The next Financial Crisis 

5. Ethics in Finance

6. Market Integrity

7. The role of Consumers

8. Consumer Protection

9. Securities markets and Conduct of Business

10. Fast, global, decentralized– the Challenges of the Future

Lecturer: Dr Philipp Paech

Module Code: 407E

Competition Law

The module is a comprehensive study of the main features of competition law. While the focus is on EU competition law, reference will be made to the laws of other jurisdictions (e.g. the United States and the UK) when these offer relevant points for comparison. The first part of the module examines the history and aims of competition law. It considers the role of economic analysis and its limitations in the light of non-economic considerations. The second part is a review of the major substantive fields: restrictive practices; the regulation of monopolies and dominant positions; distribution and cooperation agreements and merger control. The third part addresses the public and private enforcement of competition law.

Lecturer: Professor Pablo Ibanez-Colomo

Module Code: LL425E

 

Further teaching session dates for 2020/21 are as follows:

12-16 April 2021
19-23 April 2021
6-10 September 2021

Course offerings will be published once they are confirmed.