ELLM: Upcoming modules

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

How is the European Union governed? This course will discuss this question in both a descriptive and a normative fashion. In descriptive terms, the course looks at the way in which the EU institutions are structured, how they function internally, and the powers that they have. It looks at the power of the European Court of Justice, at the role of fundamental rights, and the way in which the Treaty can be amended. This descriptive discussion forms the backdrop for the (more central) normative discussion: how should Europe be governed? Is the EU democratic? Should it be? Should Member States have more or less power to challenge EU measures? What will the future of the EU look like? And what should it look like?

Students will be challenged to think about the EU as an institutional structure in which both law and politics play a crucial role. Really understanding the EU requires knowledge of both areas as well as knowledge of their interaction. At no other time in the development of the EU has the interaction between law and politics so fundamentally affected the direction of the integration process. The coming years will see fundamental changes to the EU's structure; which are informed as much by political dynamics as by legal mechanisms. This course prepares you to fully understand those changes - and allow you to analyse critically both their normative content and institutional structure.

Substantive topics include Brexit, the rule-of-law crisis, and the Eurozone crisis and can be tailored to the interests of the students.

Lecturer: Professor Floris de Witte

Module Code: LL453E

This course (Part I and Part II) examines the regulatory structures governing financial markets and investment services. It covers the main principles of international, EU and UK financial regulation, with the aim of developing a critical understanding of the dynamics and conceptual framework of financial regulation. The course does not aim to provide a detailed comparative account of financial regulation across countries, but international comparisons may be made where these are useful. In this context, students are encouraged to draw on their knowledge of their own national systems of regulation in making comparisons, and to apply the analytical perspectives suggested to those systems. The focus will be on the regulation of national and international aspects of financial services and markets, rather than on private law and transactional aspects. No previous knowledge of financial market regulation or background in economics is required for those wishing to follow this course. Indeed, the course provides a good background for further study of both financial and economic law and economic analysis of law. The course might be regarded as complimentary to a number of other courses, including Law of Corporate Finance or International Financial Law and Practice I & II.

Part II looks at a number of key issues in financial market regulation, with a particular focus on digitisation.  It will analyse the extended boundaries of regulation and supervision in relation to financial services, in light of modern changes to the provision of those services. Topics include:

• Digital Financial Services and the Principles of Regulating Financial Markets
• Regulating Technology?
• Platforms and BigTech: Structural Change of the Financial Market as Test of Institutions and Activities-based Regulation
• Ethical Questions of AI-based Financial Services
• Regulating Crypto-Assets, Stable Coins and CBDC
• Financial Regulation and Data Regulation
• The use of RegTech and SupTech and Regulatory Incentives for Standardisation
• Set up of Supervision and Regulation as Innovation Facilitator

Lecturer: Dr Philipp Paech

Module Code: LL407E 

Regulation of the content and the form of the employment relation. The contract of employment, including express and implied terms and the scope of employment law. Regulation of minimum wage and working time. Protection against discrimination in the workplace. Discipline and protection from dismissal and termination of employment. The approach involves theoretical perspectives, economic analysis, comparative law of employment, and examination of relevant European law.

Lecturer: Dr Astrid Sanders

Module Code: LL441E

The aim of the module is to introduce students to the field of international economic law: its principles, rules, practices, and institutions, and the debates which attend each. The module focuses on the public international law rules and institutions which govern international trade. Students will be given a grounding in the jurisprudence of the WTO, but will also be introduced to interdisciplinary material on the broader political, economic, institutional and normative contexts in which international economic law operates. Key themes will include the question of ‘development’ and developing countries, the role of expertise in global economic governance, and institutional aspects of judicial international dispute settlement. Special attention will be paid to the current crisis around the contemporary international trading system, and US-China relations. Students will be expected to engage with the principles and practice of international economic law both at the technical level, and at the level of critical reflection.

Lecturer: Professor Andrew Lang

Module Codes: LL412E

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-EUfocus, 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 session the 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 Session5.

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.

Lecturers: Dr Simon Witney; Ms Sarah Paterson

Module Code: LL4CQE

Should life-saving medicines be patentable if only the wealthy can afford them? Who should control Robot-ready plants controlled by patented technology that trained on sovereign genetic resources? Can we describe gene sequences as inventions in the same way as we describe computer programs? Why do pharmaceutical companies rely so much on patent protection? How should the pandemic treaty address patentability of pathogens? LL435E will enable you to have a doctrinally sound and critical approach to questions like these.

This module aims to provide a sound grounding in the legal protection of inventions and the technology-specific application of doctrine while exploring unprecedented and urgent challenges to justice raised by the control of technologies by patent holders. A critical objective of the course is to examine patent law as a site of struggle over knowledge and therefore power by interrogating how patent systems shape access to medicines, food security, and technological development. Based on UK and European patent law the course will consider technology-specific legal doctrine, patent prosecution and institutional features, and industry specific comparative perspectives. Through case studies spanning biotechnology, artificial intelligence, synthetic biology, and biodiversity students will gain technical competence in patent law and the critical frameworks needed to evaluate whether patent law serves innovation or extraction, public interest or private in specific instances. The course will cover patentability and exclusions to patentability; direct and indirect infringement and defences such as research use will not ordinarily be covered. A scientific background is not necessary, tolerance for legally relevant descriptions of science and an aptitude for interdisciplinary understandings of technology is very welcome.

Some indicative lecture topics and case studies are as follows:

1. The Innovation Bargain and the Justification Problem

a. Covid-19 vaccine equity

b. Historic evolution of patents as rights.

2. What Counts as ‘New and Inventive’ 

a. The politics of priority and invention

b. Traditional knowledge 

c. New and inventive in the pharmaceutical sector

3. Everything you Cannot Patent (Or can you?) 

a. Genomic inventions: Owning the fabric of life

b. Computer-implemented claims

c. Artificial intelligence and generative biology

4. Reading Between the Lines: Claims, Construction, and Strategic Drafting

a. Understanding the property parameters of patents

b. Patent offices as special interest actors

5. TRIPS and Its Discontents

a. Technology transfer and patents

b. Biodiversity, sovereign rights and patents

c. Patent law and distributive justice

Lecturer: Dr Siva Thambisetty

Module Code: LL435E