Specialisation: Economic regulation

Corporate governance and compliance

Module A [ LWM80A ]

Governance – legal and regulatory framework

Introduction to corporate governance

-Corporate governance in the United Kingdom

-Corporate governance in the United States

Shareholders

Board of Directors

-Key principles and practicalities

-Composition and processes

Board committees

-International overview of board structures

Executives

Sarbanes-Oxley requirements

Listing requirements: how capital markets impose corporate governance requirements

Module B [ LWM80B ]

Compliance

Introduction to compliance

-Internal enforcement

-Whistleblowers

-Self-reporting

-Regulators

-Deferred prosecution agreements

Information systems: data privacy, data transfers, offshoring and the cloud

Corporate hospitality

Ethics, responsibility and social culture

Module C [ LWM80C ]

Bribery and corruption, money laundering and terror financing

Bribery and corruption

-US Foreign Corrupt Practices Act (FCPA)

-UK Bribery Act 2010

-Internationalisation of prohibitions on foreign bribery

Money laundering

-UK Proceeds of Crime Act 2002 offences

-UK Money Laundering Regulations 2007

Terror financing

-UK Terrorism Act 2000 offences

Module D [ LWM80D ]

Regulated industries – compliance and risk management in the financial sector

Introduction to risk management

Approaches to risk management

Governance in banks and how poor governance can cause systemic financial crises

Fraud within the banking sector

Sequence: Module A must be attempted before module B; module B must be attempted before module C; module B must be attempted before module D.

Textbooks:

Miller, G.P. The law of governance, risk management and compliance. (New York: Wolters Kluwer Law & Business, 2014) [ISBN 9781454845447].

Weinstein, S. and C. Wild Legal risk management, governance and compliance. (London: Globe Law & Business, 2013) [ISBN 9781905783946]

These will be despatched to registered students along with the hard copy of the Study Guides. Some readings are already available via the VLE, the Online Library or other internet sources.

European internal market

Module A [LWM13A]

The scope of the ‘four freedoms’

Introduction to the four freedoms

Material scope: notion of economic activity

Wholly internal situations

Personal scope: public and private parties

Personal scope: third country nationals

Module B [LWM13B]

Free movement 1 - Equal treatment and non-discrimination

Equal treatment and non-discrimination

Distinctly applicable/directly discriminatory rules

Indistinctly applicable/indirectly discriminatory rules

Amplifying/dampening non-discrimination claims: citizenship and fiscal sovereignty issues

Treaty-based limitations and exceptions to the market freedoms

Module C [LWM13C]

Free movement 2 - Beyond discrimination

Restrictions on internal market freedoms

Mandatory requirements/overriding requirements of the general interest

Proportionality

Mandatory requirements and distinctly applicable/discriminatory measures

Procedural requirements applied to justifications and exceptions

The limits of a restrictions-based analysis

Module D [LWM13D] 

Regulation of the internal market

Creating and regulating the internal market – history and overview

Mutual recognition and co-ordination of national regulatory systems – harmonisation

Legal basis and legislative procedural issues relating to internal market legislation

Sectoral examples of harmonising legislation

Regulatory structures and actors: comitology and regulatory agencies – private and self-regulation

Sequence:
Module A, followed by Module B.

Textbooks:
Craig, P. and G. de Búrca EU law: text, cases and materials. (Oxford: Oxford University Press, 2015) sixth edition [ISBN 9780198714927]

Barnard, C. The substantive law of the EU: the four freedoms. (Oxford: Oxford University Press, 2013) fourth edition [ISBN 9780199670765]

Barnard, C and J. Scott (eds), The law of the Single European Market: unpacking the premises. (Oxford: Hart Publishing, 2002) [ISBN: 9781841133447]

European Union competition law

As noted in previous editions of the Regulations, the syllabus for this course has been updated for 2012 to reflect recent developments in the law.

Students are not expected to have prior knowledge of European Union competition law but it is desirable that they should be, or become, familiar with the general law and institutions of the European Union law.

Module A [LWM11A]

Anti-competitive agreements and collusion

Article 101 TFEU - General principles

Vertical agreements

Licensing of intellectual property rights

Cartels

Horizontal co-operation agreements

Module B [LWM11B]

Abuse of a dominant position

Article 102 TFEU - General principles

Dominance

Abuse

Module C [LWM11C]

Merger control

Regulation 139/2004 - General principles and jurisdiction

Regulation 139/2004 - Substantive analysis

Joint ventures

Module D [LWM11D]

European Union competition law practice and procedure

Regulation 1/2003

Enforcement of Articles 101 and 102 in national courts

Sequence:
Module A first.

International and comparative bank regulation

Module A [LWM64A]

Risk, banks and the principles of bank regulation

Banks and risk: what is a bank, why are banks important, what is risk?

Principles of regulation: what is regulation and what is its purpose(s)?

Module B [LWM64B]

Basel Committee and the regulation of international banks

Issues in international bank regulation: what are the problems?

Basel Committee on Banking Supervision: its structure, soft law

The Concordat 1975, Revised Concordat 1983, Core Principles

Capital Adequacy: Basel I and II

The impact of the banking crisis on Basel

Module C [LWM64C]

European Union regulation and who should regulate banks

EU banking regulation law

Who should regulate banks? Single financial regulator, multiple regulators?

Module D [LWM64D]

United Kingdom bank regulation law

Pre-1979: ‘unregulated’ period. Regulation 1979-1997

Financial Services Authority: structure, accountability, objectives and practice

Sequence:
Starting with A, modules must be attempted in order.

Textbook:
There is no supplied textbook for this course. Instead, students are directed to read an extensive selection of online resources.

International and comparative competition law

Module A [LWM25A]

The internationalisation of competition policy

Globalisation and actors in the process of internationalisation

Organisation for Economic Cooperation and Development (OECD)

World Trade Organisation (WTO)

United Nations Conference on Trade and Development (UNCTAD)

Multinational enterprises (MNEs)

International Competition Network (ICN)

Module B [LWM25B]

Unilateral, bilateral and multilateral strategies

Extraterritoriality and principles of public international law

United States antitrust law

European Union competition law

Bilateral cooperation and agreements

Multilateral cooperation: A global competition regime?

Module C [LWM25C]

The competition rules of developing and developed countries

United States antitrust law

European Union competition law

Competition rules in Germany

Japanese anti-monopoly law

Canadian competition law

Competition law and policy in developing countries: Asia, Africa and the Middle East

Module D [LWM25D]

Competition and trade policy

Aims and objectives

Similarities and differences

World Trade Organization

Sequence:
Module A first.

Textbook:
Maher M. Dabbah, The Internationalisation of Antitrust Policy (Cambridge: Cambridge
University Press, 2003), ISBN: 9780521820790

International economic law

Module A: [LWM31A]

Evolution and principles of international economic law

Evolution of the law and economic policy

Evolution of international economic law

Fundamental principles of international economic law

Institutional structure of international economic law

Module B: [LWM31B]

International monetary and development law and policy

The law and practice of the World Bank

The law and practice of the International Monetary Fund

Financing for development

The millennium development goals

Module C: [LWM31C]

Regulation of foreign investment

International efforts to regulate foreign investment

Regulation of multinational enterprises (MNEs)

The notion of corporate social responsibility

Multinational enterprises and human rights

Module D: [LWM31D]

Public international law of trade

Substantive rules of the GATT/World Trade Organization system

Institutional overview of the World Trade Organization

Case study of the liberalisation of trade in agriculture

Current trade agenda and the Doha Development Round

Sequence:
Module A first.

Textbook:
Andreas Lowenfeld, International Economic Law 2nd rev ed (Oxford: Oxford University Press,
2008), ISBN: 9780199226948

WTO Secretariat, The Legal Texts: The Results of the Uruguay Round of Multilateral Trade Negotiations (Cambridge: Cambridge University Press, 1999), ISBN: 9780521785808

For section C of the course only:
Surya P. Subedi, International Investment Law: Reconciling Policy and Principle (Oxford: Hart Publishing, 2008), ISBN: 9781841138794

International investment law

Module A: [LWM33A]

Evolution of the law of foreign investment

Origins of the law of foreign investment: the early years

National standards v. international minimum standard

National treatment and the Calvo doctrine

The duty to compensate and the Hull formula

Module B: [LWM33B]

International efforts to regulate foreign investment

United Nations efforts

Efforts made by the World Bank

OECD efforts

The role of the World Trade Organization

Module C: [LWM33C]

Regulation under bilateral and regional investment treaties (BITs)

Origins of BITs

The content of BITs

Significance of BITs

Regional treaties: NAFTA

Module D: [LWM33D]

The case-law on the treatment of foreign investment

Fleshing out of the principles of the law of foreign investment

Definition of expropriation and nationalization

Determination of the quantum of compensation

Extending the frontiers of expropriation

Sequence:
Module A first, followed by Module B.

Textbooks:
M. Sornarajah, The International Law on Foreign Investment 2nd ed (Cambridge: Cambridge University Press, 2004), ISBN: 9780521545563

Peter T. Muchlinski, Multinational Enterprises and the Law (Oxford: Blackwell, 1999), ISBN: 9780631216766

International law of the sea

Module A: [LWM34A]

Evolution of the law of the sea

Pre-UN developments

UNCLOS I

The four Geneva Conventions on the law of the sea

UNCLOS III

Module B: [LWM34B]

Baselines, the territorial sea and the contiguous zone

The law on drawing baselines

The rights of states in their territorial sea

The right of innocent passage of other states

Rights and duties in the contiguous zone

Module C: [LWM34C]

The continental shelf and the Exclusive Economic Zone

Definition and drawing of the continental shelf

Rights of States in the continental shelf

The concept of the EEZ

Rights and duties of States in the EEZ and its delimitation

Module D: [LWM34D]

The high seas, the sea-bed and dispute resolution

The notion of the freedoms of the high seas

The legal status of the sea-bed and its resources

The International Seabed Authority

Dispute settlement mechanism in the law of the sea

Sequence:
Module A first.

Textbooks:
Robin R. Churchill and A. Vaughan Lowe, The Law of the Sea 3rd ed (Manchester: Manchester University Press, 1999), ISBN: 9780719043826

United Nations, The Law of the Sea: Official Texts of the United Nations Convention on the Law of the Sea and of the Agreement Relating to the Implementation of Part XI with Excerpts from the Final Act of the 3rd Conference (New York: United Nations, 1997), ISBN: 9789211335224

International merger control

Module A: [LWM57A]

Introduction to merger control

Concepts and ideas

Economic analysis and market definition

The regulation of merger operations

Multinational enterprises and their concerns

Module B: [LWM57B]

Merger control regimes 1

European Community merger control

European Economic Area merger control

United States merger control

Module C: [LWM57C]

Merger control regimes 2

United Kingdom merger control

Merger control in Germany

Merger control in Canada

Australian merger control

Module D: [LWM57D]

Unilateral, bilateral and multilateral merger control strategies

Unilateral strategy: the doctrine of extraterritoriality

Bilateral strategy

Multilateral strategy

International organisations and bodies.

Sequence:
Module A first.

Textbook:
For Module D of the course only: Maher M. Dabbah, The Internationalisation of Antitrust Policy
(Cambridge: Cambridge University Press, 2003), ISBN: 9780521820790

International natural resources law

Module A: [LWM74A]

General aspects of international natural resources law

The development of the notion of permanent sovereignty and sustainable development

International governance and management of natural resources

Property rights and natural resources

Nationalisation and expropriation of foreign-owned property

Module B: [LWM74AB]

Specific issues relating to management of natural resources

Transboundary freshwater management

International law of the sea and natural resources conservation and management

Fisheries management

General principles of the conservation of biological diversity

Dispute resolution

Module C: [LWM74C]

International energy law

International organisations in the energy sector

Climate change law

The regime for exploration and exploitation of offshore energy resources

Energy law and the environment

Module D: [LWM74D]

Energy law in Europe

The Energy Charter Treaty

EU energy law I – market liberalization and regional cooperation

EU energy law II - sustainable energy

The EU climate change law

Sequence:
Module A first.

Textbooks:
Textbook details TBC.

Law of financial crime

[Please note: this course replaces 'Fraud, corruption and money laundering']

Module A: [LWM17A]

Insider dealing and market abuse

The sources of the law on insider dealing

The EC context of market abuse: insider dealing and market abuse

The purpose of the law on insider dealing, and whether or not insider dealing ought to be
criminalised

Insider dealing offences under Part V of the Criminal Justice Act 1993

The power of regulators

Market abuse regulation

Module B: [LWM17B]

Fraud and market manipulation

The development of the criminal law of fraud

The economic and historical context of the law on abusive practices

Market manipulation offences

Fraud Act 2006 offences

Theft Act 1968 offences

Module C: [LWM17C]

Money laundering

The purpose of money laundering regulation

The international dimension

The context of money laundering regulation

Proceeds of Crime Act 2002 offences

Terrorism Act 2000 offences

Money Laundering Regulations 2007

The efficacy of money laundering regulation

Civil recovery

Module D: [LWM17D]

The nature of the law on financial crime

The sources of the law on financial crime

The objectives of the law on financial crime

The economic and historical context of the law on corruption

The role of information and transparency in financial criminal law

The EC Market Abuse Directive

The role of the regulators in prosecuting criminal offences

The role of criminal law in supporting financial regulation in the UK

Other criminal offences under Financial Services and Markets Act 2000

The underlying objectives of the criminal law in relation to finance

Civil recovery

Sequence:
Module A, B and C must be completed before Module D.

Textbooks:
Alastair Hudson Law of Finance. (London: Sweet & Maxwell, 2009) ISBN: 9780421947306

For Sections C and D of the course only:
Peter Alldridge, Money Laundering Law (Oxford: Hart Publishing, 2003), ISBN: 9781841132648

Legislation and statutory interpretation

Module A: [LWM79A]

Introduction to legislation

Legislation as a tool for regulation

Nature and types of legislation

Geographical extent of legislation

Temporal extent of legislation

Supranational legislation

Module B: [LWM79B]

Making legislation

Policy process

Legislative process

Drafting process

Legislative impact assessment

Module C: [LWM79C]

Statutory interpretation

Interpretation of legislation

Literal rule

Mischief rule

Purposive rule

Presumptions and maxims of interpretation

Module D: [LWM79D]

Tests for quality of legislation

Rule of law test

Human rights and constitutionality test

Good law test

Functionality test – effectiveness

Sequence:
Module A must be attempted before Module B

Textbooks:
Helen Xanthaki, Thornton’s Legislative Drafting 5th rev. ed. (Bloomsbury Professional, 2013), ISBN: 978-1780432090

Helen Xanthaki, Drafting legislation: art and technology of rules for regulation. (Oxford: Hart Publishers, 2014), ISBN: 9781849464284

Telecommunications law

Module A [LWM48A]

The purpose and experience of telecommunications regulation

Telecommunications law: introduction

Evolution of telecommunications regulation: models of regulation and market structures

Technology: a foundation

Competition, interconnection and pricing: the economic background of telecommunications law

Social policy and regulation: universal service, consumer protection and privacy

Module B [LWM48B]

Telecommunications liberalization in Europe

The European Union institutions and sources of law

Competition law: ex ante and ex post, the tools of the regulator

Liberalisation and harmonisation: from opening the market to full competition

The New Framework Overview: the 2002 Directives and regulating for convergence

Authorisation and licensing: of networks and services, spectrum and rights of way

Access and interconnection

Universal service

Telecommunications privacy

Module C [LWM48C]

Telecommunications contracts

Access and interconnection agreements: terms and conditions, peering and transit

Mobile agreements

Telecommunications outsourcing contracts

Consumer contracts and protection

Module D [LWM48D]

Telecommunications: the international view

United States telecommunications law and regulation

The International Telecommunications Union and World Trade Organization: the international framework from tradition to trade

Submarines and satellites: the international regulation of outer space and underwater cabling

Regulatory issues in developing markets

The Asian experience

Sequence:
Module A first. Module C only after sections A and B.

Textbook:
Ian Walden and John Angel (eds), Telecommunications Law and Regulation 2nd ed (Oxford: Oxford University Press, 2005), ISBN: 9780199274475

Transfer of technology law

Module A [LWM49A]

Intellectual property and technology transfer

Background to technology transfer

Patents

Breach of confidence

Copyright

Designs

Module B [LWM49B]

Licensing of intellectual property

The interests in intellectual property

Ownership

General contractual principles

Assignment

Licences

Licence terms

Royalties

Module C [LWM49C]

Competition law and technology transfer

Introduction to competition law

Market definition and article 101(3)

Technology Transfer Block Exemption

Research and development and specialisation block exemptions

Licence agreements outside a block exemption

Abuse of dominant position

Patent pooling

Module D [LWM49D]

Border issues in technology transfer

Sequence: module A must be attempted before module D

Exhaustion

Border controls

Export control

Taxation

Compulsory licences

Sequence:
Module A first.

Textbook:
Bently, L. and B. Sherman Intellectual property law. (Oxford: Oxford University Press)