International Commercial Law (LLM)

Course Descriptions

Advanced Competition Law
Course code: LAW5038
Course Co-ordinator: Professor Mark Furse

This course builds on concepts studied in International Competition Law I, which is a prerequisite for this course, unless the applicant can demonstrate significant prior experience of Competition Law, either via academic study, or via practice. In particular the course focuses on specific anti-competitive practices, both collaborative and unilateral, and explores too the relationship between Competition Law and Intellectual Property Law, as well as Competition Law and new technologies. The UK system is introduced and explored alongside those of the EU and US. In essence this course allows us to play with some of the concepts introduced in Competition Law: Substance and Enforcement in a much more complex, and interesting, way.

Recommended Reading –

• Recurring Issues in Antitrust Enforcement: A Symposium in Honor of Professor John J. Flynn Monopolization in the New Economy, Comments *741 Spencer Weber Waller (2006 Utah L. Rev. 741)
• Jared A. Berry: Anti-Monopoly Law in China: A Socialist Market Economy Wrestles with its Antitrust Regime

Carriage of Goods by Sea
Course Code: LAW5006
Course Co-ordinators: Professor Rosa Greaves and Ms Rosie O’Donnell

This course examines the law relating to carriage of goods by sea. It deals with the rights and obligations of the various parties involved in such contracts of carriage. The source materials and the focus of the course contain a substantial international element.

The primary focus of the course is on the principles and rules of English Law applicable to voyage charters and time charters. The course has a natural international flavour given the fact that ships are loaded and discharged worldwide. The course will provide an understanding of the rights and liabilities of the shipowner, charterer, cargo owner and shipper of goods.

Recommended Reading –

• Lloyd's Law Reports - read some of the cases appearing there as an introduction to the topic

Company Law
Course code: LAW5008
Course Co-ordinator: Professor Iain MacNeil

This course examines the formation, legal structure and operation of companies. It considers the nature of the separate legal personality of companies, the significance of limited liability and the attribution of legal responsibility to companies. The EC influence on Company Law is examined and consideration given to free movement within Europe. The nature of shareholding and the role of shareholders are examined, as are the respective roles of other stakeholders.  Consideration is given to directors’ duties and responsibilities and the development of corporate governance standards.

The course will provide students with a comprehensive yet critical account of the law and will include an examination of the recent reform and consolidation of UK Company Law in the Companies Act 2006. It will be of most interest to students from a non-UK jurisdiction and it will be assumed that students have already taken an introductory course in their national system of Company Law.

Recommended Reading –

• D Kershaw Company Law in Context (OUP Oxford) 2009

Competition Law: Substance and Enforcement
Course code: LAW5037
Course Co-ordinator: Professor Rosa Greaves

The primary focus of this course will be on the control of multi-lateral and unilateral anti-competitive conduct. The course will focus on the operation of the EU Competition Law regime, based on articles arts 101 and 102 of the TFEU, and procedural and implementing legislation. The course will also consider the main provisions of American Antitrust Law, as enshrined in ss 1 and 2 of the Sherman Act 1890, and s 5 of the FTCA. In both cases the outline of the institutional processes, and the relationship between public and private enforcement will be considered.

The course will also consider the context within which the law operates, focussing on the relevant economic principles and theories, as well as the tensions in the economics debate, underpinning the application of the law.

The course does not deal with merger control, which is a large and complex area of law, and which is dealt with separately in the International Merger Control course.

Recommended Reading –

• Marco-Colino, S Competition Law of the EU and UK, 7th edn, Oxford University Press, 2011

EU Trade Law
Course code: LAW5080
Course Co-ordinator: Professor Rosa Greaves

The course examines the free movement of goods rules of the European Union as they are applied to manufacturers operating in the Europe Internal Market/European Economic Area, irrespective of where they are established or incorporated. The course will cover the following topics: the scope, nature and structure of the European internal market; fiscal and quantitative obstacles to goods moving from one State to another including the impact of the EU rules on goods protected by intellectual property rights; specific issues such as technical/safety/product standards, the pharmaceutical industry and public procurement rules will be addressed; EU trade agreements, including the relationship between the EU and the WTO Agreement will also be considered.

Recommended Reading – 

• Barnard’s The Substantive Law of the EU (3rd ed. OUP, 2010) chapters 1-6

International Economic Law
Course code: LAW5040
Course Co-ordinator: Dr Akbar Rasulov

This course examines the role of International Law in the formation of the contemporary international economic order, with a particular emphasis on the law of the World Trade Organization (WTO). Its aim is to provide the students with a general introduction to the main legal components of the existing international trade order and to acquaint them with the relevant legal regimes, doctrines, and institutional arrangements. Seen in this context, our main concern in this course will be to develop a general understanding of the contemporary world trade system, its basic structure and principles, as well as its function and role in the constitution of the broader regime of international economic governance. The main target audience for this course is the students of International Law. You will not need any previous background in economics. Some of the themes that will be covered in the course include: (i) the rules and principles governing the discharge of international obligations concerning market access; (ii) the evolution of the national treatment regime; (iii) unfair trade practices; and (iv) WTO dispute settlement system.

Recommended Reading –

• Peter Van den Bossche, The Law and Policy of the World Trade Organization: Texts, Cases and Materials (2nd edn. 2008)
• Thomas Cottier, "From Progressive Liberalization to Progressive Regulation in WTO Law" (2006) 9 Journal of International Economic Law 779
• www.worldtradelaw.net

International Financial Regulation
Course code: LAW5042
Course Co-ordinator: Professor George Walker

This course is concerned with the regulatory and legal control of financial markets and financial intermediaries including banks and banking (Commercial Banks and Investment Banks) as well as Securities Firms, Insurance Undertakings and other more specialist types of service provider and Financial Conglomerates (or complex groups). Financial institutions are essential to the effective operation of any economy, nationally and internationally, with Glasgow and Edinburgh being important financial centres in all of these areas.

The course examines all relevant aspects of law and regulation concerning the structure, operation and function of financial markets and financial institutions. The course is also taught on a comparative basis with reference to significant international standards as well as European and other national country models including the US. This is not an exclusively UK course.

Recommended Reading –

• The Turner Review, A Regulatory Response to the Global Banking Crisis (March 2009) – http://www.fsa.gov.uk/pubs/other/turner_review.pdf
• HM Treasury, Reforming Financial Markets (July 2009) – http://www.hm-treasury.gov.uk/d/reforming_financial_markets080709.pdf
• Walker Committee, Review of Corporate Governance in Financial Institutions (July 2009) – http://www.hm-treasury.gov.uk/d/walker_review_consultation_160709.pdf

International Investment Law
Course code: LAW5044
Course Co-ordinator: Professor Christian Tams

International Investment Law regulates relations between foreign investors and the states hosting their investments. It is of immense practical and theoretical importance, as evidenced by the growth of foreign direct and portfolio investment over the last decade, the rapid proliferation of international investment agreements and investment arbitration, and the emergence of a specialised literature on Investment Law. In fact, International Investment Law is quite rightly seen as the most dynamic branch of contemporary International Law.

The course is designed to provide a sound understanding of this dynamic branch of International Law and to enable students to advise on investment-related disputes. It addresses substantive principles and standards of investment protection (such as the legal rules governing expropriations; most-favoured-nation treatment; and fair and equitable treatment) as well as frameworks for the settlement of investment disputes (notably investment proceedings brought under the ICSID Convention). Its final part looks at the most pressing challenges facing contemporary Investment Law – notably problems of conflicting awards; the relationship between investment protection, human rights and environmental standards; and the perception that the system is biased in favour of investors.

Recommended Reading –

• Newcombe Paradell, Law and Practice of Investment Treaties (Chapter 1)

International Merger Control
Course code: LAW5046
Course Co-ordinator: Professor Mark Furse

This course focuses on merger control in the EU US, UK and one other regime which will be dealt with in less detail (usually China). It deals with the largest commercial transactions, and analyses the regulatory framework within which the competition elements of that transaction are controlled by the law. This is an area of increasing importance, with an expanding number of countries maintaining some form of merger control, and with the very largest of transactions often being subject to scrutiny by several regimes simultaneously. No prior knowledge of merger control, or of competition law, is necessary in order to take this course.

video [mp4]

Recommended Reading –

• William J. Baer, Reflections on Twenty Years of Merger Enforcement Under the Hart-Scott-Rodino Act, 65 Antitrust L.J. 825 1996-1997

International Sales and Finance
Course code: LAW5047
Course Co-ordinator: Mr John MacLeod

The aim of this course is to enable students to develop a deep and critical understanding of the law relating to international sales transactions and associated financing techniques. This course is primarily a Private Law course and the main focus will be on the applicable substantive law in the area of international sale of goods. The first part of the course deals with conflict of law issues that are relevant for international sale transactions. The evolution and potential future development of the law will further be critically analysed. The course will equip students with skills that are relevant for a range of professional activities including legal practice, commerce, academia, government and/or applied research.

Recommended Reading –

• I Schwenzer & P Hachem "The CISG - Successes and Pitfalls" (2009) 57 American Journal of Comparative Law 459 (available here: http://www.cisg.law.pace.edu/cisg/biblio/schwenzer-hachem.html).

International Tax Law
Course code: LAW5150
Course Co-ordinator: Professor Iain MacNeil and Ms Eileen Beaton

This course will consider the mechanisms in place to address the tax issues which arise from cross border commercial activity conducted by individuals and corporate bodies. In particular students will examine the approach endorsed by the OECD, UN and EU and the methods and attitudes adopted by governments/tax authorities and corporate bodies who are confronted with these issues. Particular attention will be paid to implementation of international standards in Model Tax Treaties, Double Tax Treaties, commentary and associated information as well as to legislation giving domestic effect to those standards in the UK and elsewhere.

Recommended Reading –

• http://www.keepeek.com/Digital-Asset-Management/oecd/taxation/model-tax-convention-on-income-and-on-capital-condensed-version-2010_mtc_cond-2010-en
• http://unpan1.un.org/intradoc/groups/public/documents/un/unpan008579.pdf

Law of Commercial Banking
Course code: LAW5051
Course Co-ordinator: Professor Lorne Crerar

The principal aim of the course is to provide the student with an in depth understanding of the UK banking system and the developments which are changing the banker/customer relationship. Consideration will be given to general principles which apply throughout the world banking community. Time will be spent reviewing the Regulatory framework of banking and developments after the financial Crisis of 2008. Consideration will also be given to the main financial instruments and an understanding of how they operate as well as the legal principles which underline them. Consideration of modern methods of money transmission as well as ebanking and the issues facing their evolution will be discussed. Guest lectures from a leading banker and venture capitalist will be given.

Recommended Reading –

• Either Ellinger's Modern Banking Law or
• Crerar Law of Banking In Scotland 2nd Edition