This course examines the law of the administrative state. In the contemporary United States, government is carried out through hundreds, if not thousands, of governmental agencies, wielding power not only over the economy at large but over the lives of every American. Administrative agencies have broad regulatory powers to make rules having the force of law, to adjudicate, to empower individuals as well as to prosecute them. This course is concerned with the law that defines, shapes, and legitimates these powers. The course reflects on how the law manages the tension between “rule of law” values (e.g., procedural regularity, accountability, and substantive limits on arbitrary action) and the desire for flexible, effective administrative governance. The course explores the place of agencies in the U.S. constitutional structure, the source and authority of agency power, the procedures necessary for agency policymaking, and judicial review of agency decision-making.
Instructor: Stephen Minas
This upper-level required course provides advanced knowledge of transnational law, building upon basic principles studied previously in the first year Transnational Law course, including public international law, comparative law, transnational commercial law and private international law (conflicts of law). It focuses on aspects of transnational law relating to economic globalization and to dispute resolution mechanisms for both state and non-state actors.
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 & the WTO
Instructor: Francis Snyder
China’s accession to the World Trade Organization (WTO) in 2001 was an event of worldwide historical significance. This course examines the structure and process of accession, China’s WTO rights and obligations, participation in the WTO, notably in the dispute settlement mechanism, implementation and impact of WTO law, and implications for international trade and global trade governance.
Much of the course is based on WTO litigation involving China and/or case studies drawn from sectors such as toys, textiles, raw materials, automobiles, and high tech industries, and/or from topics such as anti-dumping, environment, food safety, technical standards, intellectual property, and regional integration. The course explores major dilemmas for WTO law today, such as relations between economic globalization and the rise of legal pluralism, conflicts between international integration and national sovereignty, potential contradictions between globalism and regionalism, and the search for fair trade and social justice. By this method, the course aims to understand the opportunities and challenges of China’s participation in the WTO.
China Law & Business
The growing importance of China in the global economy demands anyone who aspires to fully understand China law and business to look at the topic from both domestic and international perspectives. This introductory course aims at helping students inside and outside of China to acquire the international perspective by (1) analyzing how foreign investors look at key aspects of the Chinese legal system and business environment in China, and (2) examining Chinese legal rules and principles in selected business-related areas that are of interest to foreign investors. These areas include intellectual property, dispute resolution, foreign investment, mergers and acquisitions, anti-monopoly law, and environment. Through active class participation and analysis of business case studies, students will learn both the law on the books and the law in action in China, as well as strategies that businesses could use to overcome limitations in the Chinese legal system. Leaders from the legal and business communities will be invited to share their experiences and insights.
China-Africa Investment Arbitration
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.
Chinese as a Foreign Language
This course is designed for students who have no prior experience in learning Chinese or have learnt Pinyin and mastered a small vocabulary, but cannot express in fluent and complete sentences. The emphasis of the course is mainly put on learning Chinese phonetics and basic Chinese grammar, developing listening, speaking, reading and writing skills. By the end of the course, students will be able to speak more than 600 Chinese words and expressions and write over 400 Chinese characters. Students are also expected to be able to make conversations and presentations on simple topics and acquire basic communicative skills in Chinese.
Chinese Judicial Reform from a Comparative Perspective
Instructor: Susan Finder
STL, as a law school in Shenzhen, has a unique vantage point from which to consider and monitor the implementation of China’s judicial reforms, because Shenzhen has been selected as the location of one of the Supreme People’s Court’s Circuit Courts as well as for many judicial pilot projects.
This course will consider Chinese judicial reforms in the wider context of judicial reforms of developing economies as well as the context of China’s history, political system, and society. It will give students an overview of the issues involved chance to learn more about the judicial reforms from a variety of viewpoints, including from some of the Shenzhen-based participants themselves. Some of the topics to be covered include the role of the circuit courts, splitting jurisdiction from administrative areas, and judicial autonomy/independence.
Commercial Sales: US and International
Instructor: Clayton Gillette
This course examines the law governing the domestic (United States) and international sale of goods as regulated by the Uniform Commercial Code (UCC) and the UN Convention on Contracts for the International Sale of Goods (“CISG”). The course will emphasize the use of statutory default rules to define the commercial relationship and to allocate commercial risks. There will be explicit consideration of how legal doctrines distinguish among different types of commercial relationships and the use of contractual clauses to overcome obstacles to trade. Specific topics include contract formation, acceptance and rejection of goods, contract interpretation in business transactions, warranty liability, remedies, risk of loss, and commercial impracticability. The class will compare and contrast how the UCC and the CISG deal with these issues. The class will also pay particular attention to broader questions such as the way in which legal doctrines facilitate long-distance transactions, the importance of non-legal enforcement mechanisms such as reputation, and the desirability of uniform commercial law.
Comparative Constitutional Law
Based on the idea that comparison broadens the perspective and inspires fresh thinking, this class looks at a variety of important constitutional problems through the prism of different countries’ constitutional orders. What is the purpose of constitutional law? How do revolutions make constitutional law? How does constitutional law work in times of crises? How do different constitutional orders deal with problems of gender discrimination or poverty? These are some of the questions that we approach from the perspective of the U.S., Germany, France, China, Canada, and South Africa, among others. The class includes a strong emphasis on philosophical, political, and legal writings by authors such as Hannah Arendt, Bruce Ackerman, Cass Sunstein, Qianfan Zhang, and some of Professor Jaggi’s own writings on revolutionary constitutional lawmaking in Germany.
Comparative Contract Law
This is an “advanced contract law course” for both American and Chinese law. It focuses on each country’s implementation and interpretation of the CISG, which serves as a tool for comparative study. It also focuses on the UNIDROIT Principles of International Commercial Contracts, a supra-national source of model contract rules. The different “official language” versions of both of the international texts are used to illustrate the challenges of drafting and doing legal research in different languages. Recent case law and academic writing about both provides substantial source material for serious comparative research and writing.
Professor: Sang Yop Kang
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
Instructor: Sang Yop Kang
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.
Instructor: Francis Snyder
This course provides a thorough introduction to EU law and institutions, and the main EU policies, including external relations. The course gives special attention to the creation, regulation and management of the EU model of regional integration and to understanding EU law from the “inside” as well as from the “outside.”
Food Safety Law & Policy
Professor: Francis Snyder
This course is an introduction to food safety law and policy, focusing on China, and drawing on domestic, comparative, transnational and international perspectives. It examines Chinese food safety law in theory and practice and uses the Chinese example to illuminate transnational food safety law and related fundamental jurisprudential questions.
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 Anti-Corruption Law
Instructor: Matthew Stephenson
This intensive course introduces students to important aspects of international anticorruption law. The main focus is on the U.S. Foreign Corrupt Practices Act (FCPA), but the course also covers other aspects of transnational anticorruption law, including other countries’ anticorruption laws, the international anticorruption treaties and conventions, and the role of anticorruption principles in international trade, arbitration, and human rights law. Special attention is paid to how transnational anticorruption law may affect China and lawyers representing Chinese clients or clients operating in China.
International Business Transactions
Instructor: Mark Feldman
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 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 Criminal Justice
Instructor: Michael Greco
The rapid development of a body of international criminal law that imposes responsibilities directly on individuals and punishes violations through international mechanisms is relatively recent; the body of law is not yet uniform, and its courts are not yet universal. The course provides explanation and appraisal of international law and procedure, and focuses on crimes that are within the jurisdiction of international tribunals: genocide, crimes against humanity, war crimes and aggression. The course also briefly consider terrorist offenses, torture and other crimes not yet within international court or tribunal jurisdiction.
International Financial Regulation
Instructor: Douglas Levene
This course focuses on how law and regulation affects international finance. It examines policies and regulation affecting cross-border banking and securities transactions in the three major markets, the United States, the European Union and Japan. In the U.S. the focus is on how post-Enron capital market regulation affects foreign firms, in the E.U. on continuing efforts to build integrated financial markets, and in Japan on the role of foreign firms in rebuilding the Japanese financial system after the “lost decade.” The course also looks at the infrastructure that underlies the global financial system–the U.S. dollar payment system, the Basel Capital Accord, global standards for the clearing and settlement of securities, and rules for different exchange rate regimes. In addition, the course deals with offshore markets–like the Euromarkets and various derivatives markets (including the securitized markets impacted by the subprime crisis), as well as global competition between stock and derivatives exchanges and some key aspects of the emerging markets, for example sovereign debt and project finance.
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.
International Refugee and Migration Law
Instructor: Christian Pangilinan
Around the world, increasing numbers of people are crossing borders for migration or to seek refuge. Whether because of war, politics, economic hardship, or climate change, internal humanitarian crises push families and individuals across national borders in the Middle East, North Africa and the Mediterranean, Asia, and other parts of the world. This course aims to provide students with a working understanding of the fundamentals of refugee and international migration law as well as current challenges or controversies faced in these fields. The course focuses on refugee and migration law from the perspectives of national sovereignty and its limits in light of human rights standards and international conventions such as the 1951 Refugee Convention and its 1967 Protocol and international or regional agreements on human smuggling, trafficking, statelessness, and internally displaced persons. Students are exposed to jurisprudence from a range of both national and international courts and tribunals.
This course provides a survey of Islamic law in a comparative jurisprudence framework. The course provides a basic introduction to the sources and methods of Islamic legal interpretation, a basic history of Islamic jurisprudence, and a familiarity with Islamic legal reasoning. The course examines the continuities and differences between Islamic legal methods, processes, principles and other major world legal systems. The aim is to gain some foundational knowledge of Islamic law and, with reference to this foundation, to develop comparative legal analysis in order to examine what forms of reasoning, process, and method are central to development of a legal system.
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.
Transnational Energy Law & Policy
Instructor: Bill Fox
This course examines some of the most important issues in the United States, Chinese and world energy policy and regulation. It recognizes that energy does not exist in a political or legal vacuum but rather demonstrates that there is virtually nothing in energy policy that is not closely tied to and heavily affected by political and legal considerations.
There will be a selected number of case studies to focus class discussion and to illustrate the interaction of politics and law in developing and administering energy policy. The U.S. has probably the most comprehensive set of energy and environmental regulations, so the course will start by looking at U.S. energy and environmental regulation. Because the United States is a federation, the course also examines the role of state and local governments in energy policy making. And because the United States tries to listen to the views and wishes of ordinary people, the class examines the role of the private citizen in this area. The course also will cover issues regarding energy policy and regulation in China and how international law and regulation through the work of international treaties and international organizations affect energy policy.
Instructor: Stephen Minas
This course focuses on the growing interaction between national and international legal norms and processes, the importance of transnational corporations (TNCs) in the world economy, and the rise of large global law firms engaged in international practice. The course provides an introduction to basic principles of public international law, comparative law, transnational commercial law and private international law (conflicts of law), and mechanisms of international dispute resolution.
跨国法律实务（Transnational Legal Practice）
Instructor: C.V. Starr讲师
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 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.
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.
Instructor: Francis Snyder
Both a result and a cause of globalization, the World Trade Organization (WTO) is the world’s leading institution for regulating international trade. This course provides a thorough introduction to WTO law and institutions. The course devotes special attention to the WTO as a source of transnational law and as a factor in international economic and legal integration. Topics are selected from the following: legal and economic aspects of world trade regulation; evolution from the General Agreement on Tariffs and Trade (GATT) 1947 to GATT 1994 and the WTO; the WTO dispute settlement mechanism; multilateral agreements on trade in goods, especially GATT 1994; remedies for fair and unfair trade such as anti-dumping, countervailing and safeguard measures; food safety and technical standards; regional trade agreements or environmental protection as exceptions to basic GATT principles; the General Agreement on Trade in Services (GATS); trade and investment; government procurement; the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS); developing countries and the WTO; and linkages between trade and social policies.
授课教师：王静宜 Wang Jingyi