LLM (Comparative Commercial Law)

Comparative law is one of the most established and significant areas of legal study. It is relevant not only in the development and refinement of legal concepts and thus, law reform, but also in fostering a deep understanding of the relevance of norms in specific and comparable legal systems. In many respects it is a core area of study, particularly for advanced legal study and in facilitating many pertinent legal skills, particularly for those engaged in trans-national legal issues. The module in comparative commercial law is taught as essentially a ‘gate-way’ to the more specific analysis – on a comparative basis of particular areas of commercial law of special relevance in practice.

This module provides an introduction to areas of Islamic law. It addresses the development of Islamic financial markets and institutions and the importance of compliance with the Shariah law.  

The provision of financial services and the creation of financial products that are compliant with Islamic law are considered in depth from a practical standpoint. The role and responsibilities of Shariah councils and advisers are considered as well as issues of governance and compliance. The interface of Islamic financial services with other systems of law is considered and attention is given to the development of the law and in particular, the work of the Islamic Financial Services Board.  

Islamic finance law has become of increasing significance to those engaged in advising financial institutions and investors. The special character of Islamic financial law is recognised not only by those who wish to have financial products and services that are Shariah compliant for religious reasons, but increasingly also by non-Islamic institutions and investors.  

Very significant funds need to be channelled into investments and through markets and institutions that are compliant with the Shariah to facilitate international financial stability and development. The City of London has played a very important role in this and City law firms are fast developing an international reputation for servicing Shariah compliant institutions and services.  

 

This module will examine the development of markets for corporate related securities and the institutions that are involved in this process. It will then focus on the regulatory regimes of selected jurisdictions including the US, Japan, China and Australia. Using Anglo-American experience as a base, the relevant laws and regulations relating to the raising, marketing and trading of capital will be examined from a comparative perspective.  

Issues of particular significance to the maintenance of orderly and fair markets will be considered as will the approaches to regulatory oversight and intervention. Trans-jurisdictional issues and mutual assistance between regulatory authorities will be examined. Regionalisation and standardisation particularly in the context of the Single European Market will receive attention.  

Financial markets play a fundamentally important role in raising and marketing capital in most economies. The importance of such markets is clearly seen in regard to the development of the emerging and transition economies. The provision of stable, efficient and fair markets in such countries has given the degree of inter-dependence within the world economy significance internationally. Consequently this module will examine the following from a comparative perspective:  

• The laws
• Regulatory structure
• Compliance regimes in selected jurisdictions

Particular reference will be made to the US Federal, Japanese and European law. A familiarity with the laws and regulatory systems of key financial systems is of considerable practical importance for those engaged in international finance and the facilitation and support of international business. 

This module covers a wide variety of commercial tax areas including:  

• Taxation of capital gains
• Taxation of corporate groups
• Treatment of business losses

We aim to acquaint you with tax planning issues in both domestic and international contexts.  

Knowledge of business tax law is central to most business transactions today. Many of such business transactions are embedded in complicated corporate structures and some of these are being carried out beyond the borders of the United Kingdom thus adding an extra layer of complexity to business tax issues.  

This module goes beyond explanations of the theoretical aspects of tax law by using real-life scenarios to provide commercial context that will develop your ability to comprehend the way in which tax law drives business decisions and vice-versa. The module�s practical relevance is what makes it different from other programmes in university law departments.  

The topics covered in the module will include:  

• Introduction to UK and international tax law including the UK scheduler system of taxation and concepts of UK tax residency
• Analysing the business tax base
• Understanding 'profit' as a tax concept and an accounting concept
• Timing issues in receipts and expenditure
• Taxation of capital gains
• Tax aspects of corporate expenditure
• Taxation of corporate distributions
• Tax treatment of loss and loss transfers
• Taxation of corporate groups and group relief
• International tax and transfer pricing
• EU tax issues
• Tax avoidance and tax planning

This module focuses on the UK law relating to the operation of the corporate securities markets in the UK and the conduct of investment related business. While the Financial Services and Markets Act 2000 and the regulatory system that it creates are at the heart of the programme, there are many other areas of law and practice which are of relevance. The module places the development of the relevant laws and regulatory system in its historical and economic context and then addresses the practical legal issues in trading securities and the conduct of investment business.

The financial services industry plays a major role in the UK economy and the City of London is the world's leading financial centre. Consequently, the stability, integrity and efficiency of the markets are of the utmost importance. The laws, regulations and compliance systems which attempt to ensure the integrity, soundness and stability of the financial services sector play a vital role in achieving these goals. In practical terms, this body of law is one of the most significant within the financial sector.

The Business Organisations module provides an in-depth coverage of the principles relating to sole traders, partnerships and, in particular, companies in modern English law. As well as dealing with the relevant legislation and case law itself, you will consider the problems that have arisen in the area of corporate governance and the recommendations that have been made to address these.  

The module cannot be considered to be a simple programme in company law, comparable with those found in any law school of standard. It is distinguished by its breadth of coverage, but, even more significantly, by the perspective behind its teaching. It is taught from very much a practical perspective – how the principles translate into the real world of business. It also includes reference to the measures taken to combat corporate financial crime, often an area only taught on specialist securities law programmes.  

The topics you will cover in this module include:  

• Liability of partners
• Sources of company law
• Corporate personality and limited liability
• Company constitution
• Directors' powers and duties
• Corporate governance
• Capital and the maintenance of capital rules
• Company borrowing
• Regulation of company takeovers and minority shareholder protection
• Prevention and control of insider dealing

This module will provide you with the knowledge and skills you need as a lawyer to work in the world of corporate finance and banking. All companies need to raise money in order to function successfully and as such financial matters are at the heart of corporate law.

You will be exposed to market practice the techniques used by companies to raise funds and make investments. Through this module, you will be able to understand the legal, regulatory and financial context of corporate finance law.

We aim to provide you with an in-depth knowledge of settled law and other related matters of interest in the field of corporate finance. Lectures and seminars are led by BPP lecturers as well as experts and practitioners. We encourage legal analysis and reflection on current practice in specialist areas.

List of topics:

• Theory of capital structure
• Types of finance
• Hybrids
• Corporate share capital
• Corporate share markets
• Corporate debt capital
• Securitisation
• Corporate insolvency law
• Project financing

This module, which is taught by practitioners and academics of international standing in the area, examines the character of economically motivated and related crime and in particular its impact on the proper operation and stability of financial institutions.  

It focuses on the relationship of financial crime in its exploitative and facilitative forms to organised crime and corporate misconduct. Fraud, market abuse, money laundering and corruption are specifically addressed in terms of prevention and control.  

The nature of enforcement, civil, regulatory and criminal is considered from a practical standpoint, as is compliance and risk control. The significance of jurisdictional and international issues is considered both in substantive and comparative terms.  

Fraud and financial crime represents a risk not just in terms of the direct loss and damage it causes to financial institutions but indirectly as a result of the response of the justice system. The impact on the way in which business is actually done of such laws as those relating to the control of money laundering, market abuse and fraud is significant.  

The impact of systems designed to address and control risk by facilitating compliance have a similar impact. Consequently the risk of crime and the risk of exposure to the civil, regulatory and criminal law as a result of the risk of criminal and abusive activity constitute major commercial, financial and legal risks for those engaged in business or advising business.  

Few degree programmes address even the risk of crime let alone the more practical and significant risks of compliance and control. This module is therefore unique in blending both the legal and compliance issues into a practitioner-orientated programme.  

This module provides a detailed introduction to the relevant laws and regulations that impact on persons authorised to conduct financial business in the UK. In particular it focuses on the responsibilities of those who seek or who are authorised under the Financial Services and Markets Act to establish, administer and monitor adequate and suitable compliance systems and procedures.

This involves the legal, regulatory and other procedures involved in the identification and assessment of risks and the determination of appropriate strategies. The design and implementation of compliance and related systems and procedures that are acceptable under UK law and where relevant other laws, will be considered.

The management, supervision and development of such systems focusing by way of example of particular risk areas will be considered in depth. The consequences of compliance failures will be examined in terms of legal and regulatory exposure (at various levels within the organisation) and the process that is involved in recovery, rectification and resilience.

Chinese Business Law is designed to provide a basic knowledge of the law and practice in the People’s Republic of China relating to the establishment, operation and conduct of business activities whether incorporated or not.

Given the significance in modern China of institutions such as the Chinese Communist Party attention is also focused on the structure and operation of the legal system with particular reference to the constitution and the opening of the economy. The law relating to the negotiation and execution of contracts, seeking compensation for breaches of contract and other civil wrongs, the incorporation and operation of companies and partnerships, obtaining finance and in particular the trading of securities and investor protection, the responsibilities of directors, partners and agents, insolvency and consumer protection are covered by lectures and inter-active seminars based on case studies. Direct investment into China and the law relating to joint ventures between Chinese and non-Chinese businesses are also considered.

It is not necessary for students to have any familiarity with the Chinese language, written or spoken. The course is taught by lecturers who have practised in China and have practical knowledge and experience of the relevant issues.

Banking law is a subject of prime importance. A set of banking laws combining contractual certainty and robust regulation with the ability to keep pace with financial innovation is essential not only for the health of the financial system, but of the economy as a whole. 

This module takes a firmly practical view of this very important area of law, focusing on the current practice of banks in the City of London and beyond.

Topics to be considered include:

• The business of banking and the UK banking system
• Bank regulation
• The bank–customer relationship
• Syndicated lending
• Debt capital markets
• Securitisation
• Banking insolvency law
• Clearing, settlement and netting

This module aims to familiarise you with the key aspects of international business law.  

The defining nature of this subject is that the legal transaction involves a cross-border element and is entered into by both parties in order to make a profit.  

In your lectures and seminars you will discuss a range of topics and interactions. . This will provide you with a good grounding in issues that he or she may encounter in various areas of international practice. This module also considers a range of international institutions, which are crucial participants in providing the legal framework.  

By the end of this module you should have a good understanding of international practice. 

List of topics:  

• An introduction to international law
• International commercial law, with an emphasis on conflict-of-laws and harmonisation
• The General Agreement on Tariffs and Trade and the World Trade Organization
• Foreign investment
• Money and banking
• The financing of international business transactions
• International insolvency law
• International labour law
• Commercial dispute resolution – the settlement of international disputes

This module covers those aspects of law that, as a commercial practitioner, you could expect to encounter on a regular basis, including:  

• Contract law e.g. Analysis of whether commercial parties have formed a contract, with an opportunity to look at how the law is applied to attempts to form contracts via electronic means and an emphasis on the way in which commercial parties transact business. Development of a familiarity with the remedies available for breach of contract as well as the ability to critically analyse the use of exclusion clauses and proposed reforms in the law relating to unfair contract terms
• Sale of goods e.g. Consideration of aspects of sale of goods law; namely delivery, passing of title (including in depth coverage of retention of title) and the statutory implied terms as to quality
• E-commerce e.g. Study of some fundamental developments in the law to deal with technology, including data protection, electronic commerce and liability of internet service providers
• Agency e.g. Categorisation of an agency arrangement and consequent authority of the agent, together with a thorough analysis of the background to and main provisions of the Commercial Agents (Council Directive) Regulations 1993

Within these parameters, the module provides both an in-depth study of settled law and also explores some of the developing areas and other related matters of interest.  

Knowledge of contract and sale of goods is central to understanding the legal rights and obligations that all businesses will acquire through relationships with their customers.  

The module is uniquely structured to reflect practical commercial practices. It combines traditional teaching methods with the use of real-life scenarios.  

An understanding of the law included within this module combined with the use of real-life scenarios to provide commercial context will develop your ability to comprehend the way that a business may behave in order to limit or (where possible) eliminate its exposure.