ELLM: Upcoming modules

The module will look at the regulation of the bid process and at takeover defence regulation in the UK and the US. The module will look at: transaction structures; the function and effects of the market for corporate control; takeover process regulation; takeover defence regulation; deal protections; and regulating conflicts of interest in going private transactions.

Lecturer: Professor David Kershaw

Module Code: LL431E

This module examines the role of constitutions and the nature of constitutional discourse. It considers the ways in which theorists have advanced understanding of constitutions and devised solutions to a range of constitutional questions. The module deals with the following topics: the scope of constitutional theory; the constitution of government; constitutional politics; representation; sovereignty; constituent power; constitutional rights; the rule of law; liberalism and republicanism; constitutional adjudication; autocratic legalism; democratic backsliding; constitutional failure.

Lecturer: Professor Tom Poole

Module Code: LL427E

This course explores some of the live issues in today’s law of commercial contracting, which have significant implications not just for legal practice but for our economy and society more broadly. We will situate each issue by providing a refresher on the relevant legal framework, consider opposing views in the case law and legal commentary, and reflect on the likely path of the law’s development and its broader implications. Examples of the types of issues we may consider include:

• Contractual modification, including current controversies about the requirement of consideration and the enforceability of no-oral-modification clauses.
• Duties of good faith in contractual performance, including controls on termination rights and the exercise of contractual discretion. • Risk allocation in contracts, including developments in the law of frustration, force majeure and exception clauses.
• Interpretation of contracts—the current state of play in this constantly evolving field.
• Exclusion clauses, including basis or no-reliance clauses and the emerging doctrine of contractual estoppel.
• Assignment of contractual rights, the permissibility of bars on assignment and their implications for receivables financing.
• Agency law, especially issues arising for those seeking to contract with or on behalf of companies.

Lecturers: Dr Nick Sage and Dr Paul MacMahon

Module Code: LL4EGE

In this course, we will closely examine regulatory and non-regulatory developments in sustainable finance, focusing mainly on the EU but also on the UK as the international pace-setters with a comparison to the US as a home to many international financial players. The course will remain highly relevant to students from other jurisdictions as we will discuss theory and regulatory approaches on a higher level before or after we tackle specific legislative pieces.

We will start the course by first discussing whether changes to how corporations are governed are necessary and to what extent they will contribute to sustainable value creation. This discussion will concentrate on the debate on corporate purpose (shareholder value vs. stakeholder value), fiduciary duties and executive remuneration. We will then move on to scrutinize the contribution that finance can make towards sustainability and therefore, whether and to what extent policymakers should place hopes on sustainable finance initiatives. We will closely look at the policy rationales of specific measures and evaluate whether they will have the intended impact. In particular, we will discuss whether disclosure-oriented measures in sustainable finance will achieve intended outcomes or become a regulatory distraction. Furthermore, we will look at the incentives of financial players (institutional investors, asset managers, banks etc.) to use their leverage to push companies towards more sustainability in the current regulatory framework as well as regulatory and non-regulatory constraints they face when pursuing purely pro-social goals without any link to financial returns. We will integrate the risk perspective into our sessions and discussions as a means for positive sustainable impact or as a regulatory concern in itself. As any evaluation involves comparative advantages of different tools to address the current problems, we will close the course with a debate on alternative measures to address corporate harm or externalities (such as tax, duties and liabilities). 

Below is a breakdown of topics that will be covered:

• Session 1: Introduction to sustainable finance and ESG
• Session 2: Corporate purpose (I): shareholder vs. stakeholder value
• Session 3: Corporate purpose (II): cont’d and ESG-tied executive remuneration
• Session 4: Sustainability reporting (I): legal regimes and what are sustainability disclosures for?
• Session 5: Sustainability reporting (II): cont’d
• Session 6: Mechanisms of sustainable finance: theory and practice
• Session 7: Financial market participants: fiduciary duties and sustainability reporting
• Session 8: Investor engagement in sustainability: mechanisms (voice or exit), incentives and constrains
• Session 9: Sustainable banking and financial stability
• Session 10: A debate: what are the alternatives? Carbon tax, duties and liabilities

Lecturers: Dr Alperen Gözlügöl / Dr Simon Witney

Module Code: LL4GJE

Arbitration — binding adjudication outside the courts deriving its authority from party consent — is a standard form of dispute resolution for international commercial disputes. Supporters of arbitration cite its neutrality, its confidentiality, its flexibility, the greater expertise of arbitrators, and the global enforceability of arbitral awards. To detractors, however, international arbitration is often expensive and slow; other critics contend, more fundamentally, that arbitration infringes the spheres appropriately occupied by national courts and national law. Regardless, the complex relationship between arbitrators and courts, especially when combined with transnational elements, raises a host of fascinating theoretical and practical problems. 

London is one of the world’s main centres for international commercial arbitration and, accordingly, this course focuses on English arbitration law. English law, however, is consistently placed in comparative perspective, especially with UNCITRAL’s Model Law and with the laws of some of London’s most significant competitors: France, Switzerland, Hong Kong, Singapore, and the United States. Coverage includes: 

• Forms of international commercial arbitration 
• Validity and interpretation of arbitration agreements  
• Challenges to arbitral jurisdiction 
• Appointment of arbitrators  
• Arbitral procedure 
• The role of courts in assisting arbitral proceedings  
• Law applicable to the merits of the dispute 
• Challenges to arbitral awards        
• Recognition and enforcement of arbitral awards 
• Public policy limitations on international commercial arbitration 

This course concentrates on arbitration resulting from agreements between private parties and may particularly appeal to students with interests in contracts and private international law.

Lecturer: Dr Paul MacMahon

Module Code: LL415E

The module looks at the history of and background to international criminal law and at its substantive content — its origins in the early Twentieth Century, its purported objectives, and the core crimes set out in the Rome Statute over which the International Criminal Court has jurisdiction (war crimes, crimes against humanity, genocide). The modulewill then examine in more detail a number of areas of contemporary interest (at least two from among the following: universal jurisdiction, immunity, torture, terrorism, international tribunals). The module is mainly directed at the conceptual problems associated with the prosecution of war criminals and, more broadly, legalised retribution.

Lecturer: Professor Stephen Humphreys

Module Code: LL437E

Tort law is not only one of the foundational topics in the common law, it is also one of the most intellectually stimulating and vibrant areas of legal practice. Tort principles are fundamental to many specialist areas of law (from competition to consumer, labour, and environmental law), so familiarity with their structure and content pays multiple dividends. While necessarily selective, our course will look at the core principles of tort law, their theoretical underpinnings, and their application in a number of controversial questions in modern litigation. We will discuss some central ideas in the law of negligence (acts vs omissions, duties of care, breach, causation and remoteness), as well as the major schools of thought on the purpose and function of tort law (especially wrong-based vs economic theories). We will also look at a wide range of questions in contemporary tort litigation: the complex position of public authorities in negligence; torts relating to autonomy and privacy (wrongful conception, autonomy-reducing medical negligence, invasions of privacy); vicarious liability and its applicability to the modern economy; and the various economic torts (inducing breach of contract; the ‘unlawful means’ tort; conspiracy). As befits all common law subjects, we will explore these themes by working through both hypothetical and real cases.

Lecturer: Professor Emmanuel Voyiakis

Module Code: LL452E