Transnational Practice and Dispute Resolution

• Ambiguity – The Problem of Bilingual Contracts  

  Professor: Preston Torbert

  This course reviews and discusses many specific examples of ambiguity. Students learn to identify the various forms of ambiguity in bilingual contracts (and English-only contracts) and how to eliminate them. The readings introduce students to the major types of ambiguity and both current and novel suggestions for overcoming them.

• Analytical Methods for Lawyers  

  Instructor:  Douglas Levene

  This course introduces students with little or no quantitative background to basic analytical techniques that attorneys need to master to represent their clients effectively. The class covers decision analysis, games and information, contracting, accounting, finance, microeconomics, and economic analysis of the law.

• Capital Market Transactions in Hong Kong  

  Instructor:  Norman Ho

  This course is designed for students interested in working as corporate attorneys focusing on international capital markets transactions in Hong Kong. The course provides students with a substantive and practical overview of common equity capital markets transactions (e.g., Hong Kong IPOs, block trades) and debt capital markets transactions (e.g., high-yield bond issuances, dim sum bonds, convertible bonds). Students are introduced to common deal documentation in such transactions and learn drafting and negotiation skills that will help prepare them for future careers as transactional attorneys practicing in the region.

• China-Africa Dispute Settlement in Trade, Investment and Commerce  

  Instructor:  Won Kidane

  This course introduces students to the fundamental principles of dispute settlement, especially international arbitration, in international trade, investment, and commercial transactions, in the context of contemporary China-Africa economic relations.

• Client-Lawyer Interactions  

  Instructor:  Elie Vannier

  This course puts students through several “real life” experiences and situations of lawyer/client interaction. Students initially tend to be destabilized by the apparent unpreparedness of both clients and lawyers, and the fact that clients might not be transparent or even reliable in their description of facts, circumstances and intentions. Students will learn how to cope with missing or biased information and frustration. They will discover during this course what are the roles, responsibilities and limits of each of the actors.

• Cross-Cultural Negotiations  

  Professor: Ray Campbell

  All lawyers negotiate, no matter which practice specialty they choose. They negotiate on behalf of themselves and on behalf of clients. This course reviews the theory related to negotiation and promotes skill development by (i) using a context sensitive model of preparing for and conducting negotiations, and by (ii) working through exercises and mock negotiations that allow the students to put into practice what they have learned.

• Deal Documentation  

  Professor: Douglas Levene

  This course teaches the basic elements of a business contract and provides students with writing exercises in which they apply the materials presented. There is one class session each week with Professor Levene; students then meet in small groups sessions with a C.V. Starr Lecturer. In the small group sessions, the C.V. Starr Lecturer goes over the homework assignments and gives additional exercises for the students to practice drafting skills.

• From Intent to Letter of Intent: When Law Meets Business  

  Professor: Elie Vannier

  Clients have business issues they want to deal with, but a lack of legal education or, at a minimum, understanding, prevents them from adopting a realistic and holistic approach. There usually comes a time when parties have to sit down and agree on the main terms of their relationships, be it between individuals, individuals and organizations or between organizations. Parties have an intent and several goals. They are rarely identical on both sides of the table. Each party thinks that it has a comprehensive view of what the agreement should contain. In reality, it is the lawyers’ role to challenge and advise the client as to what are the essential components of the potential document reflecting the party’s intentions.

  This course aims to teach Law School students how to bridge business goals and value added legal approaches and advice. Students will work in teams on various simulation exercises, from rather simple to sophisticated issues looking at international transactions and complex legal and/or financial instruments. Students will represent hypothetical parties and work on defining the main points of Letters of Intent.

• Global Corporate Compliance  

  Professor: Carole Basri

  The course covers fundamentals of being an in-house counsel in a global corporation, including crisis management, corporate compliance, litigation management, conducting internal investigations, and understanding issues of professional responsibility and ethics in the context of having your employer as a client. The course gives special emphasis to issue spotting pertaining to antitrust/ competition Law; environmental law; securities Law; Foreign Corrupt Practice Act (FCPA)/ UK Anti-Bribery Act/ OECD Anti-Bribery Acts; intellectual property law; and employment law.

• International Civil Litigation  

  Instructor: Paul Stephan

  This course reviews the law governing transnational lawsuits, concentrating on the rules applied by U.S. courts. Topics covered include judicial jurisdiction, choice of forum, legislative jurisdiction, choice of law and international judicial assistance.

• International Commercial Arbitration  

  International Commercial Arbitration (“ICA”) is the most widely used method for the resolution of international business disputes. It sometimes is supplemented by other alternative dispute resolution methods (ADR), such as mediation or conciliation. ICA mainly involves private parties, but it also can be used for the resolution of economic disputes between a private party (e.g. a transnational corporation) and a state. This course examines the context in which ICA occurs, including the 1958 New York Convention and the differences between institutional and ad hoc arbitrations. The course also compares international commercial arbitration to the special area of treaty-based investor-state arbitration (e.g. ICSID proceedings). Special attention is paid to private arbitration and mediation procedures in Asia, e.g. in Hong Kong, Singapore and Mainland China.

  
  

• International Project Finance  

  Instructor: John Niehuss

  This course considers the legal aspects of a special type of finance used to fund major projects in the infrastructure (primarily power and transport), oil and gas and mining sectors. It focuses on projects involving cross border investment and finance and concentrates on the legal issues that arise at each stage of a typical project finance transaction, including preparation, structuring, financing, construction, operation and renegotiation.

• Law and Innovation  

  Instructor: Ray Campbell

  This course will explore how technological and business model innovation are changing the world of legal services. Topics will include technical innovations such as blockchain and artificial intelligence, as well as business model innovations such as offshoring and legal process management.

• Law and Practice of China-Foreign Business Transactions  

  Instructor:  Thomas Man

  This is a practice-oriented course designed to provide essential legal knowledge and practical skills fundamental to private practice in China-foreign business transactions. It will examine the regulatory framework governing, and major practical issues relating to, business transactions between entities and individuals of China (PRC) and foreign jurisdictions.  Areas to be covered include Chinese-foreign joint ventures, M&A, PE/VC investment, technology transfer, anti-corruption and FCPA, commercial contracts, employment, anti-monopoly, environmental protection and other related fields. Emphasis will be given to the evolution of the ever-changing Chinese regulatory environment and the technical skills in representing foreign business clients in conducting various types of commercial and business transactions, including best practices in understanding, interpreting and communicating ambiguities and uncertainties in Chinese laws and regulations and in reviewing, drafting and negotiating bilingual commercial contracts.

• Law of International Financial Institutions  

  Instructor: Stephen Minas

  The seminar will examine the foundations and recent developments of the both the institutional law of IFIs (such as the World Bank, Asian Development Bank and Green Climate Fund) and their substantive operations in development finance. It will discuss both the traditional form of development banks and more novel institutions such as the GCF, and also the legal relations of IFIs with donor countries, co-lenders in the private sector, the UN, host countries and other counterparties. There will be a particular focus on the role of China in the creation of new IFIs such as the Asian Infrastructure Investment Bank (in Beijing) and the New Development Bank (in Shanghai). We will also address dispute resolution and redress mechanisms. Case studies will be drawn primarily from the areas of clean energy, climate change and sustainable urbanisation.

• Patent Law I: Granting Patent Rights  

  Instructor: Joy Xiang

  Patent Law I and Patent Law II are for students who intend to focus their practice on patent law and students preparing for a legal career with other focuses and wanting to understand a patent system.  Intellectual properties, especially patents, play an increasingly important role in developing domestic economies and participating in global trade.  Hence, those practicing in other areas of law and even those functioning in the non-legal capacities will face intellectual property and patent issues at some point in their careers.  Understanding patent law is especially useful to those representing or working for technology companies.  That said, the study of patent law can be demanding.  The legal doctrines of patent law are intricate and complex.  Meanwhile, patent law can involve cutting-edge technology with complex scientific and technical principles.

  Patent Law I is a pre-requisite for Patent Law II.  Patent Law I focuses on law and principles for granting patent rights; Patent Law II focuses on law and principles for enforcing patent rights. Together, they will provide you a systematic understanding of a typical patent law system, in this case, the U.S. patent law system.  You do not need a technical background to take the courses; however, you should be open to learning about the inventions you will encounter in reading the cases and doing the assignments throughout the course.

• Professional Responsibility  

  Instructor: Ray Campbell

  Professional Responsibility is a required upper-level course concerned with the ethical standards, professional responsibilities, and regulation of attorneys and judges. The course prepares students to take the Multistate Professional Responsibility Exam (MPRE), as well as providing a basis for making professionally responsible decisions in actual practice. The course draws upon comparative and international material when relevant.

• Techniques for Drafting Contracts  

  Professor: Richard Schepard

  The object of this course is to familiarize students with techniques used by practitioners for the drafting of contracts (e.g., use of defined terms, the importance of “Whereas Clauses,” how to draft applicable law, dispute resolution, integration and modification of contract provisions, etc.). The course uses as examples an agency agreement, a distribution agreement, a license agreement, a joint venture agreement and an acquisition agreement (or at least a Term Sheet for an acquisition situation). Students are given “Term Sheets” describing various preliminary agreements reached by two parties to a potential transaction and are asked to draft various contractual provisions for the actual final agreement covering the transaction.

• Transnational Legal Practice  

  Instructor: C.V. Starr Lecturers

  Transnational Legal Practice helps acclimate students to law school and to the basic tasks required for the first year of legal writing: understanding the relationships between judicial opinions, reading judicial opinions (critically), deriving legal rules from judicial opinions, and applying legal rules to new sets of facts. Students learn the basics of good legal writing, from the contexts in which legal writing is used, to the use of rubrics (IRAC and CREAC) to help structure writing, to the effective use of analogies to construct legal argument.

• Transnational Real Estate Transactions  

  More than ever, business lawyers are afforded the opportunity – and the challenge – of coordinating and planning projects abroad in markets unfamiliar to them, as well as advising international clients with in-bound investments in the lawyer’s home market. This course addresses the following topics: structuring, transactional goals, due diligence, letters of intent, memoranda of understanding and similar preliminary documentation, and deal implementation.

• Transnational Trademark Law and GIs  

  Instructor: Danny Friedmann

  This course examines the potentially most valuable of all IP rights: global trademarks. Transnational trademark and GI litigation can be seen as “competition by other means”. Transnational trademark and GI cases include some of the most spectacular and long-term commercial disputes. Although territorialism is one of the main principles of trademark law, globalization of trade, digital communication technologies, mega-regionalism (e.g. RCEP) and supra-nationalism (e.g. EU), have weakened this principle. In addition, well-known trademark protection, enshrined in the Paris Convention for the Protection of Industrial Property and TRIPS, further undermines this principle. Transnational trademark law covers law that transcends national trademark law. These include extra-territorial enforcement and serial litigation in national jurisdictions of commercial disputes and counterfeit and criminal infringements and also of non-infringement cases such as parallel import.

• Treaty Arbitration  

  Instructor: Mark Feldman

  From 1980 to 2000, States entered into nearly 1,700 bilateral investment treaties (BITs). This treaty practice has given rise to a sharp increase in treaty arbitration between investors and States. For example, from 1972 to 1996, the World Bank’s International Centre for Settlement of Investment Disputes (ICSID) registered 38 investor-State cases; from 1997 to 2011, that number increased to 331.

  This course will address the rapid growth of treaty arbitration practice and key challenges that have emerged within the practice area. In particular, the course will address the following topics: (i) policy goals driving the formation of over 2000 BITs; (ii) core investment treaty substantive obligations (most-favored-nation, national treatment, minimum standard of treatment/fair and equitable treatment, expropriation); (iii) issues of jurisdiction and admissibility (definition of “investor” and “investment,” time bar, standing, denial of benefits provisions); (iv) arbitral rules (in particular, ICSID and UNCITRAL); (v) arbitral institutions (in particular, ICSID and the Permanent Court of Arbitration (PCA)); (vi) appointment, challenge, and removal of arbitrators; (vii) annulment and enforcement of awards; and (viii) transparency and amicus participation.

• 国际税法（International Taxation）  

  授课教师：王静宜 Wang Jingyi

  国际税法的学习目的是使学生了解跨境经济活动会带来不同于单纯国内交易的税法效果考量。在全球化的大背景下，跨境经济活动日益频繁，从国际税法的角度，需要考虑如何对这些跨境交易合理分配相关国家和地区间的税收管辖权，一方面既可以保证各管辖区的征税权，另一方面对个人和企业来说，不会因参与跨境经济活动而承担额外的税负。本课程通过对国际税法的产生发展、概念和原则的介绍，参照中国、美国和其他国家的具体规则，结合相关案例的讨论，帮助学生建立处理国际税法问题的意识和分析相关问题时所需要的工具。

• 比较证据法（Comparative Evidence Law）  

  Instructor: 满云龙 Thomas Man

  This course explores the central concept of judicial proof in comparative perspective. Through extensive reading, viewing and class discussion of related materials in both Chinese and English languages relating to facts, truth and evidence, judicial process, evidentiary proof from both continental law and common law jurisdictions, mainly the United States, China and selected European countries, this course intends to enhance students’ understanding of the principal concepts of judicial proof and the working process of judicial trials in the United States and China in which evidence plays a central role.

  本课程以司法证明为核心，探讨和比较世界两大法律体系（大陆法与普通法）之下，司法审判事实认定过程的异同。主要阅读和讨论材料来自欧、美和中国司法证明的法律和实践，探讨事实与证据、证据法、司法证明等基本概念，认识司法证明原则与具体进程和程序在不同法律体系之下的异同。通过阅读、课堂讨论和课后作业，学生可以了解司法证明的原理、规则以及在不同司法制度框架内的运作方式，加深对证据法理解和对司法证明操作层面的掌握。