International Corporate & Commercial Law LLM

This module examines the role of different corporate actors in large public companies within the framework of UK company law. It focuses on understanding the interactions between directors, executive managers, and shareholders, with a focus on analysing board-shareholder relationships. Through this analysis, students will acquire skills to assess relations between the board and all stakeholder groups. Key topics covered include: theories of the firm and economic analysis of company law; shareholder rights and responsibilities; shareholder activism; executive managers and independent directors; board structures; and directors’ remuneration.

The world’s rising population, our increasing energy consumption, and the gradual depletion of non-renewable sources of energy have heightened the challenges facing this vital industry. Without being confined to any one jurisdiction, this module provides a comprehensive overview of the modern-day oil and gas industry. This encompasses the key players and their potentially conflicting interests. It also includes the commercial and legal instruments used to regulate conduct, protect rights, or prevent environmental damage, for instance.

This module focuses on the main steps of arbitral proceedings, from the drawing of the arbitration agreement to the enforcement of the arbitral award. You’ll get an overview of international commercial arbitration in both theory and practice. It provides a brief history of international commercial arbitration and examines the diversity of the legal systems that may apply during proceedings, either procedurally or substantively. You’ll learn to assess legal issues and the problems that may arise from international commercial arbitration. You’ll also understand how to propose and present recommendations to deal with them.

Delving into the historical-legal development of the company form, you’ll develop a solid understanding of the basic principles of company law. In the context of international corporate practice and a transnational economy, you’ll consider the purpose of domestic and international regulation. You’ll discuss the challenges posed by 21st century world trade, such as the emergence of the group company and multinational enterprises (MNEs).

This course will explore the salient features of the cross-border sale of goods contracts and the body of rules and principles that govern them. The module will examine in detail the rules of English law (Sale of Goods Act 1979 and the common law) and the UN Convention on Contracts for the International Sale of Goods 1980 (CISG). Issues covered include: the basic concepts of English law of sale of goods; the implied terms of a sales contract (such as the implied terms of quality and description of the goods); legal issues arising from contracts incorporating such trade terms as CIF (‘cost, insurance, freight’) and FOB (‘free on board’); remedies for breach of an international sales contract; the CISG, a leading international sales law instrument, now ratified by 88 countries (the scope of application of the CISG; general provisions; rights and obligations of the seller and the buyer and remedies for breach of contract).

International trade is inherently risky. Sellers (exporters) run the risk of buyers failing to pay for goods, so they prefer payment upfront; buyers (importers) run the risk of not receiving the goods for which they paid, so they prefer to pay after receipt. Since medieval times and the Lex Mercatoria, innovative approaches have been developed to protect the financing of international trade. In this module, you’ll study different approaches, including the use of collections, documentary credits, and demand guarantees. You’ll consider the financial intermediaries and third-party principals or sureties who facilitate trade transactions. You’ll also examine the legal and practical implications of these key instruments and relationships.

This module introduces you to the principles of finance theory, and their practical implications in the context of equity and debt finance and secured lending. The focus is on equity and debt securities (shares, bonds, notes, hybrid instruments) and modern funding techniques (term loans, lines of credit, syndicated loans). You’ll also examine the mechanisms for securing repayment (security interests, quasi-security).

This module explores the purpose and function of mergers and acquisitions and the role that the legal framework plays in facilitating or restricting takeover activity. The focus of the module is on the regulation of public takeovers in the UK, but you’ll also study comparative elements of the EU and US regulatory frameworks. The module contains several case studies of recent transactions that allow us to discuss controversial elements of law and policy in context.

In the era of economic globalisation, expanding market internationalisation, and increased capital mobility, businesses operating on a global stage must navigate their legal corporate responsibilities. This entails comprehending these responsibilities within a broader transnational political, institutional, and economic framework. To offer effective legal guidance, it’s essential to understand the interplays between hard law rules imposed and enforced at the national, international, or supranational level. Additionally, acknowledging the significance of non-binding or less binding soft law, as well as self-imposed or self-enforced rules (private ordering), is crucial. This interdisciplinary module draws on various fields including corporate law, political theory and political economy, institutional economics, legal sociology, and history to provide comprehensive insights into these complex issues.

This module explores charterparties and bills of lading and the legal relationships stemming from them. Carriage of Goods by Sea is the main mode of transport in international trade and the focus of this module will be on English law and the Hague-Visby Rules. The aim of this module is to enable you to comprehend and advise on the legal issues that frequently arise when transporting goods by sea, for example charterparty and bill of lading disputes, cargo damage or loss claims.

This module introduces you to the theory and practice of modern debt restructuring techniques. Firmly grounded in bankruptcy theory, it analyses relevant legal issues through the lens of a combination of a ‘commons/anti-commons’ approach and ‘contractualisation of bankruptcy’ models. It includes purely contractual arrangements, such as intercreditor agreements, security enforcement and release provisions. You’ll also look at statutory mechanisms, including (pre-pack) administrations, schemes of arrangement and company voluntary arrangement.