Business and Commercial Law

  • Accounting for Lawyers

    Lawyers need familiarity with the basic principles of business-related accounting, finance and auditing. The purpose of this course is to prepare law students for judiciously navigating within the business community as it may involve them in their future law practice. Accounting is known as the “language of business” and this course introduces this “language” to students from the perspective of a lawyer, with breadth and depth appropriate in the legal setting. Law-relevant topics in finance, such as valuation, discounted cash flow, and portfolio theory are also introduced as such topics frequently are presented in commercial court settings. The practice, principles, and procedure for financial auditing is also presented in this course.


  • Banking Law

    This course examines the legal and regulatory system governing financial institutions, with an emphasis on banks. It will do so by exploring the underlying economics of banking, and the ongoing efforts around the world to reform financial regulation. Questions addressed will include: Why do we regulate financial institutions? What dangers do we want to avoid? How well do the current regulatory systems achieve what we want to achieve? What alternative approaches can be taken? What are the costs and benefits of the current system, and those of the alternatives?


  • Business Associations

    This course surveys the role of legal controls on business organizations, with an emphasis on executives, directors and controlling shareholders of public corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic accounting and basic corporate finance, limited liability, creditor protection, shareholder voting, executive compensation, fiduciary duties, shareholder lawsuits, and control transactions. The emphasis throughout is on the economic analysis of legal rules as a set of constraints on corporate actors.


  • Capital Market Transactions in Hong Kong

    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.


  • Corporate Finance

    This course provides students with an understanding of the basic corporate financial concepts and tools that are important for lawyers who practice business law. This course includes studies of the basic techniques used in valuing projects and businesses; the distinctive characteristics of corporate securities; the principles guiding the determinants of capital structure; and the factors influencing decisions to pay dividends and repurchase stock. This course also includes an examination of the impact of theories of finance on legal rules, including portfolio theory, asset pricing models, and efficient market theory.



  • Corporate Governance from the Global Perspective

    The first step toward understanding the complicated world economy is to understand a very modern organization: the corporation. Corporate governance studies the conflict between managers and directors, shareholders, and other stakeholders. In every corporation, we see a dynamic power play and “politics” among these constituencies. This course covers two agency problems in the corporate context: (1) managers (and directors) v. shareholders; and (2) controlling shareholder v. minority shareholders.


  • East Asian Economic Structures: Law and Economics

    This course mainly covers economic structures of three East Asian countries (China, Japan, and Korea) from the perspective of law and economics. In addition, this course also covers economic issues of South Asian countries, which are related to the Chinese economy (e.g., overseas Chinese). This course analyzes similarities and differences among three East Asian countries which share culture, philosophy (Confucianism), and history. Ownership structures, corporate groups, financial systems, corporate governance features, and the role of governments in economic development will be examined. In addition, this course analyzes the Asian financial crisis. Moreover, U.S. economic structure and concepts of corporate governance are compared as well.


  • Economic Analysis of Corporate Law

    It is almost impossible to understand modern corporate law and securities regulations without understanding fundamental concepts of economics and finance. This interdisciplinary course focuses on the interplay of law, economics, and finance.


  • International Corporate Compliance

    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 Business Transactions

    This course focuses on problem exercises involving hypothetical transactions in a variety of business settings: international sales of goods, agency and distributorship agreements, licensing agreements, establishment of operations abroad, mergers and acquisitions, joint ventures, development agreements, and international debt instruments. To establish a foundation for analyzing such transactions, the course focuses initially on three topics: (i) the multinational enterprise, (ii) extraterritorial application of national law (antitrust, tax, and anti-corruption law), and (iii) international dispute resolution (litigation and arbitration).


  • International Intellectual Property

    International Intellectual Property explores how to obtain and enforce intellectual property rights globally. We will discuss principal international IP treaties, trade agreements, and dispute resolution systems relating to patents, copyrights, trademarks, and related rights.

    This course aims to enable students to obtain a systematic understanding of international intellectual property systems. We achieve this through, for example, 1) comparing different countries’ approaches to principle concepts in patent law, copyright law, trademark law, and other IP laws, and 2) determining countries’ compliance with standards established by major international IP treaties. The course also aims to train students to analyse complex global IP problems via exam-taking and in-class practice using problems assigned as part of the reading assignments.

    To take this course, you need to have taken IP Survey, or at least one of Chinse IP, patent law, copyright law, trademark law, or equivalent. Otherwise, please obtain the Professor’s permission before registering for this course.


  • Law and Innovation

    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 of International Financial Institutions

    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.


  • Mergers & Acquisitions

    Mergers and Acquisitions (“M&A”) is one of the most fundamental building blocks of American corporate law, and by far the most common area of corporate law practice. This course is designed to help students: (1) learn about M&A contractual deal terms; (2) learn how to read, understand and apply Delaware and MBCA corporate law statutes and cases; (3) learn the business techniques and laws that permit companies to be acquired in hostile and negotiated situations; (4) master the various corporate law legal paths that permit different forms of acquisitions; (5) master corporate governance principles regarding the board’s and controlling shareholder’s rights, duties and responsibilities when either seeks various types of M&A transactions; and (6) hone intuition and knowledge of deal due diligence issues.


  • Patent Law I: Granting Patent Rights

    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.


  • 国际税法(International Taxation)

    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。


  • 金融法律制度(Chinese Finance Law Seminar)

    本课程的内容为金融法律制度的说明。本课程的具体内容包括金融监管体制、证券法律制度、信托法律制度、新金融的法律制度等内容。通过让选课学生了解前沿的金融法律知识,使学生对于金融法律能有更为全面、深入、准确地掌握。


  • 中国企业并购法 (Chinese M&A Law)

    本课程主要围绕中国企业并购法的内容展开。主要内容包括公司合并法制、公司分立法制、股票转移与股票交换、营业转让等部分。


  • 中国公司法 (Chinese Company Law)

    本课程主要围绕中国公司法的内容展开。主要内容包括总论、公司设立、公司治理、公司资本制度等部分。


  • Law and Practice of China-Foreign Business Transactions

    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.


  • 中国商事法律制度 (Chinese Commercial Legal Systems)

    本课程分为两个部分。第一部分为商法总论,主要介绍商人、商行为等内容。第二部分为商法分论,主要介绍公司法、证券法、保险法等部门法的基本内容。


  • 中国经济法 (Chinese Economic Law)

    本课程主要围绕中国经济法的内容展开。主要内容包括中国经济法总论部分、资本市场监管、市场组织法等部分。


  • 中国金融证券法 (Chinese Finance and Securities Law)

    本课程主要讲述中国语境下的金融法与证券法的基本原理、业务规则及相关案例,采用任课教师主讲、学生做小报告和案例分析互动等多种方式,紧密结合中国的金融法制和当下的金融改革,内容涵盖中国金融监管、业务规范和相关法律责任。通过本课程的学习,学生得以熟悉中国直接金融和间接金融的法律制度概况,掌握金融/证券业务的法律原理、制度规则和监管要求,了解违法违规行为的法律责任,培养从事金融/证券业务的法律思维并掌握相应的法律技能,同时能够开阔视野,加深对金融创新与法律监管二者关系的理解,更好地适应经济社会的发展需要。


  • 国际经济法 (International Economic Law)

    课程内容:将介绍国际经济法的一些基本理论、基本原则、基本制度、基本规范,并着重研讨国际经济法若干重要领域,诸如国际货物贸易法、国际服务贸易法、国际技术贸易法、国际投资法、国际货币金融法、国际税法、国际商事仲裁法等。

    教学方法及目的:任课教师以讲授为主,辅以课堂讨论,结合丰富的国内外相关案例深入浅出地介绍、分析和研究国际经济法各领域的具体问题、难点问题,这不仅使学生学到相关知识和技能,训练并提高自身的逻辑思维能力,还可以使学生们在当今中国经济腾飞、对外交往迅速扩大的时代背景下,及时提升自身的竞争实力,掌握一项促进国际经贸往来、维护自身合法权益的有力工具,以应对现实纷繁复杂的国际(涉外)民商事实务。