Cross-Border Business and Finance Law in Asia

• Asian and Global Trends in IT Law / Trade Regulation in a Global Age (choose 1)
• Advanced Law of Obligations / Law of Real Estate Securitisation (choose 1)
• Mediation / Financial Regulation in Asia (choose 1)

Choose 2 credit units from LL.M. Electives and selected JD Courses

Note: The list of electives is indicative and subject to availability. Course offerings are confirmed a year prior to the start of the programme.

Candidates will be taken through the many legal issues and problems that arise from and relate to developments in information and communications technology. The course will build problem-solving skills in dealing with a subject matter that is still evolving in the context of a rapidly evolving technology and innovation environment, and that is impacting socio-economic transactions and stakeholders on a global scale. New legislative developments will also be considered in detail. In particular, more recent amendments to the Electronic Transactions Act of 2010 relating to e-contracts, e-signature and intermediary liability; the enactment of the Personal Data Protection Act in 2012 relating to data protection, the do-not-call registry and the Spam Control Act; changes to content regulations, specifically the class licensing regulations in 2013; the new Protection from Harassment Act and recent amendments to the Copyright Act in 2014 and 2016. The latest trends and developments in other jurisdictions relating to these topics will also be considered.

As business firms expand across the globe, trade regulations also move beyond national borders. The most comprehensive rules on international trade are contained in the Agreements of the World Trade Organization (WTO), which now cover issues including trade in both industrial and agricultural products, trade in services, labor mobility, investment, free trade agreements, health and food safety, and a wide variety of domestic regulatory regimes. Thus, it is important that lawyers advising business firms understand these rules so they may help the clients to structure their transactions to maximize their benefits and minimize the costs. Taught by a former staff member of the WTO Secretariat who is among a handful of people in the world who have worked on WTO cases as an insider at both the panel and Appellate Body levels, the course will help the students to study the legal rules of the WTO and free trade agreements, which cover tariff measures, antidumping and safeguard measures, food safety regulations, as well as domestic regulations of key WTO Members like the US & China. Using real WTO cases decided by the WTO tribunals as examples, the students will be able to critically examine how these rules are made, what are the impacts on business firms, how to argue the best case for their clients, and how these rules could be improved in the future. The knowledge and skills learnt in this course will be helpful for students to participate in various WTO moot courts around the world, and explore a wide range of career options, including private law firms, government agencies (MFA, MTI), multinational companies, and international organizations (WTO, World Bank).

Seminars will cover key aspects of the law of obligations, such as contract law, tort law, trust and equity, and the law of restitution. The focus is on cultivating a thorough understanding of how these various aspects interact, while more practically relevant developments will also be emphasised. The various topics will be taught from a comparative perspective with ample references to ASEAN, Asian and leading common law jurisdictions.

While space and the built environment is ubiquitous, real estate remains a unique asset class. The rules relating to its current and future value, how it may be securely transferred from one party to another and its very definition all depend on law. Property development, investment and securitisation are all aspects that real estate market players take cognisance of. This course provides a legal primer on the legal fundamentals of real estate practice, with an emphasis on the regulations pertaining to securitisation of real estate via a Real Estate Investment Trust (REIT) or Business Trust (BT). Where relevant, comparisons with other jurisdictions will be made. The course is both practical and academically rigorous and is relevant to students with an interest in real estate transactions and securitisation.

Please click here for the detailed course outline.

This course deals with the rapidly growing area of private international mediation. Imagine the following scenario: You are asked to mediate a professional negligence dispute. The plaintiff is based in England, the defendant accounting firm is in Hong Kong, and the defendant’s insurer has its headquarters in the United States. All agree to attend mediation in Singapore. The preliminary discussions and meetings, however, take place via email and video-conference with all parties in their home countries. The mediation occurs and the parties reach a settlement, which the parties’ legal representatives draft into contractual form. Such cross-border mediations involve:  

• international and intercultural competencies;
• online and face-to-face mediation processes and protocols; and
• knowledge of the applicable law in relation to the substantive and procedural aspects of mediation.

This course offers you a framework for understanding cross-border mediation law and practice and the opportunity to develop specialised mediation skills relevant to cross-border settings. Simulated role-play exercises are arranged to develop your skills as a mediator.

Upon successful completion of the course and related assessment, participants will be able to apply to the Singapore International Mediation Institute (SIMI) for mediator accreditation. Participants who wish to do so may inform SIDRA staff at learning@sidra.academy. SIDRA will verify the results of the assessment and refer the participant’s application to SIMI. For more information about the SIMI credentialing scheme, see: http://www.simi.org.sg/What-We-Offer/Mediators/SIMI-Credentialing-Scheme. In addition, participants who complete the course and the related assessment may apply for Australian accreditation through the University of Western Australia. For more information about the application procedure through UWA,please visit: www.mediation.uwa.edu.au.

LLM (JS) candidates will attend extra classes devoted to judicial mediation (featuring faculty who were former and present judicial officers), to provide these candidates with a holistic appreciation of the various parties involved in mediation, their roles and interests as well as necessary skillsets. Besides special talks by judges serving as Judge-Mediators, judicial mediation attachments will also be arranged.

This course will outline key financial regulations in Singapore and Hong Kong, two biggest international financial centres in Asia Pacific, focusing on banking and insurance regulation after the collapse of Lehman Brothers in 2008. Chinese and Taiwanese law will also be introduced and considered to offer a greater understanding of relevant rules in the Greater China region. Main topics covered in this course may include the regulatory structure and power of regulators, systemic risk and macro regulation, licensing and scope of regulation, capital adequacy rules, transfer of control of financial institutions, corporate governance, financial consumer protection, capital market aspect of banking/insurance regulation, and OTC derivatives, etc. Certain private law aspects (such as the interpretation of ISDA master agreement or cross-border loan agreement) may also be incorporated.

Please click here for the detailed course outline.

The Foreign Investment Law course involves the study of legal principles applicable to the treatment of investments made by foreign investors. The study of such principles will be undertaken in the context of foreign investments in Asian countries. By the end of the course, students should have a good grasp of the principles of international economic law protecting investors against political risk.  

The following topics will comprise the major part of the course:

• The customary international law relating to foreign investment protection. The minimum standard, protection against expropriation, standing to engage in diplomatic protection, the Calvo Clause, Articles on State Responsibility, Exhaustion of local remedies rules, and impact on investment protection treaties.
• Review of investment provisions in Singapore Free Trade Agreements, Singapore’s bilateral investment treaties with ASEAN, other Asian and Pacific Countries.
• Definition of “Investment” in Singapore’s treaties and interpretation of Article 25 of the ICSID Convention.  Definition of “investor” in Singapore’s treaties.  Principles relating to imputability of conduct to the state.
• Most Favored Nation” and “National Treatment” obligations of host state.
• “Minimum Standard” and “Fair & Equitable” treatment obligation. Same or different?
• Umbrella Clauses: Their scope and significance.
• Other Host Country Obligations: No Performance Obligations and Transfers
• Expropriation I: Types of Expropriation
• Expropriation II: Compensation
• Dispute Settlement Provisions
• Dispute Settlement: Fork in the Road, ICSID, UNCITRAL.
• Using Foreign Investment Law and investment protection agreements to protect and enhance investment.

Please click here for the detailed course outline.

Contract law is of primary importance to business and commercial activities.  It is also one of the most established areas in China's civil and commercial law system.  The course will provide students with a comparative perspective on selected issues in Chinese contract law.  It will compare the major rules and principles of contract in common law and Chinese law. At the same time, it will introduce the main features of Chinese legal system and its practice of private law by incorporating the insights from recent studies on Chinese economy, politics and society.  Therefore, this course also serves as a foundation for studies in other fields of Chinese business and commercial law. It will cover, among others, contract formation, contract policing, performance and nonperformance, interpretation of contracts, contractual remedies, and rights of third parties. In particular, this course is aimed at achieving three objectives: 1) to understand the basic framework of Chinese contract law as applied by courts; 2) to understand the general civil justice system in China; and 3) to use contract law as a gateway to broader knowledge of the commercial law practice in China.

Please click here for the detailed course outline.

This course examines the rules and standards that govern the subject of compliance and risk management. It will start by examining questions of governance: boards of directors, executives and third party vendors. We then examine the compliance function, organised by the nature of the enforcer: managers, regulators, prosecutors, whistleblowers, and gatekeepers. Next we turn to particular areas of the law: data protection, Prevention of Corruption Act, Foreign Corrupt Practices Act and UK Bribery Act, money laundering and terror financing, and sexual harassment in the workplace. We examine cases where compliance fails (e.g., Enron) and initiatives that go beyond compliance (e.g., codes of ethics, social responsibility standards, and institutional culture). The last part of the course will consider risk management as it pertains to lawyers; topics here include the governance of risk; approaches to risk management; reputational, operational, and enterprise risk; and case studies of instances where risk management failed.

This course is designed to provide an overview of the regulation and practice of mergers and acquisitions transactions in Singapore. Where relevant, comparisons with other jurisdictions such as United States (particularly Delaware), United Kingdom, Australia and Hong Kong will be made. The topics that would be covered include mechanics of structuring mergers and acquisitions transactions, the preparatory work that is required in connection therewith, the regulatory environment in which mergers and acquisitions take place, duties of participants engaged in mergers and acquisitions (including legal advisers, financial advisers and directors of acquirers and target companies), deal protections, deal tactics for friendly and hostile bids, disclosure obligations, compulsory acquisitions and financing. 

Case studies, particularly in respect of cross-border M&A transactions in Asia, will be used extensively in the course.

Please click here for the detailed course outline.

Law is the leading but certainly not the only regulatory mechanism in the political, social and economic realms. Indeed, a simplistic over-reliance on the law and the legal system in the conduct of business, social and economic matters is inadequate in protecting one’s rights, interests and needs especially when the rule of law is weak. Other regulatory mechanisms that can aid in governance in the public and private realms include ethical value systems, soft law, networks in the various facets of human endeavours. Together with the law, they help to ensure a nuanced way to protect and enhance one’s rights, interests and concerns.

This module seeks to develop an appreciation and understanding of these quasi-legal regulatory mechanisms, and how they can be used in conjunction with hard law and the legal system to protect one’s rights and interests, with particular reference to Asia. How can such regulatory mechanisms advance accountability, regulate affairs in the different spheres of human endeavours?

Issues that could be examined include ethical challenges, management of corruption, ethnic business networks, corporate governance concerns that are prominent features in the Asian business landscape. This module is structured to be based on an eclectic set of readings drawn from different disciplines, broadly comparative in nature, and inter-disciplinary at heart.

Coverage of the issues will be both theoretical as we engage the literature on the various topics; and practical, as we ask questions and explore how different regulatory mechanisms can help to better the implementation of law and contracts in the Asian environment. Designed to explore critically the thematic concerns, the module aspires to equip students with a deeper understanding of the interface of law, business, public policy and society.

Please click here for the detailed course outline.

It is fair to say that few branches of the law have, in recent times, developed as swiftly and explosively across jurisdictions as the law of intellectual property (IP). In Singapore, this is evidenced by the Government’s push for a sound and comprehensive legal framework for the promotion and protection of IP, and by the setting up of the Intellectual Property Office of Singapore (IPOS) and the IP Academy. More recently, several amendments were made to Singapore’s IP legislation in order to implement the country’s obligations under the United States – Singapore Free Trade Agreement.

You will in this course be introduced to the different types of IP rights and the various branches of IP law, in particular the law of copyright, patents and trademarks. Apart from learning the fundamental principles of IP law and the impact of international IP conventions and treaties, we will have the opportunity to explore the various policy issues which underpin much of the IP debate – in particular, controversies surrounding the protection, exploitation and enforcement of IP rights. Through group project work and presentations, we shall also examine how the IP regime operates in appropriate Asian jurisdictions and assess whether the protection and enforcement mechanisms in these jurisdictions measure up to international norms and standards.

The study of IP was, until quite recently, a somewhat esoteric specialisation. Today, IP occupies a central position in the global, knowledge-based economy and this course should therefore appeal to those who wish to equip themselves with knowledge of a burgeoning and highly relevant area of the law.

Please click here for the detailed course outline.

This course introduces you to the blockchain ecosystem, from concept to evolution, from technologies to applications. It analyses governance structures adopted by the blockchain community and investigate the impact of the blockchain technology on business and commerce. Students will learn the defining characteristics of blockchain technologies and the core components as the foundation of trust in a decentralized setting. Applications of blockchain technology in various domains will be examined, and the appropriate legal and regulatory framework for such applications will be discussed. Co-taught by the faculty members from SOL and SCIS, this course links the technological aspect of blockchain with its socio-economic aspect, and explores sensible regulations built on both aspects. Students will be able to develop a rational view about the potentials and limits of blockchain.

Please click here for the detailed course outline.

This course focuses on the law of defamation applicable to both domestic and international business contexts. The publication of defamatory statements by business competitors, consumers, employees and members of the public via the Internet and other business modes of communication is a common phenomenon in this globalised world. Cross-border defamation issues such as jurisdiction, choice of law and the enforcement of judgements in internet defamation cases have assumed greater significance in recent years. The protection of corporate, business and trading reputations and the available remedies will be examined in light of the right of free speech in international human rights instruments, domestic Constitutions and statutes. In addition to the tort of defamation and malicious falsehood (or trade libel), the course may from time to time refer to associated torts such as privacy and passing off where relevant to business defamation. It will discuss, from a comparative perspective, business defamation in the United Kingdom, United States, Singapore and selected common law and Asian jurisdictions.

This course provides an overview of the fundamental principles and methodologies of the conflict of laws (also known as private international law), with focus on their application in commercial transactions. Cross-border commercial transactions are common in a modern globalised era. The conflict of laws addresses three large questions: (1) in which country should the case be tried? (2) which country’s law should be applied to resolve the dispute? (3) What should be the legal effect in one country of a judgment given in another? From the perspective of Singapore law, the questions translate into: (1) When would or should a Singapore court hear the case (and sometimes try to stop it from being heard in another country)? (2) Which country’s law would or should the Singapore court apply to resolve the issue before it? And (3) What legal effect would or should a foreign judgment have in Singapore? This is a course on Singapore conflict of laws, but comparisons will be made from time to time to the laws of other countries.

The DR provides an opportunity for you to undertake in-depth research on a legal topic of your choice. It contributes to the development of a wide range of transferable skills such as writing skills, research and methodological skills, analytical skills, independent thinking and project management skills (action planning, time management, monitoring and evaluation). The capacity to produce a clearly structured and well written piece of work can be highly rewarding from an academic and personal perspective.