Corporate and Business Laws-I

Essential elements of legal systems-
Business, political and legal systems- inter-relationship of economic and
political and legal systems, the doctrine of the separation of powers and
its impact on the legal system, distinction between criminal and civil
law, features of the following legal systems: Common law, Civil law,
Sharia
International trade, international legal regulation and conflict of laws-
need for international legal regulation in the context of conflict of laws,
function of international treaties, conventions and model codes, the roles
of international organizations ,such as the UN, the ICC, the WTO, the
OECD, UNIDROIT, UNCITRAL and courts in the promotion and
regulation of international trade.
Alternative dispute resolution mechanisms- operation and evaluation of
the distinct merit of court-based adjudication and alternative dispute
resolution mechanisms, the role of the international courts of trade
including the International Court of Arbitration, application of the
provisions of the UNCITRAL Model Law on International Commercial
Arbitration, arbitral tribunal, arbitral awards.

International business transactions
Introduction to the UN Convention on Contracts for the International
Sale of Goods and ICC Incoterms-the sphere of application and general
provisions of the Convention, rules for creating contractual relations
under the Convention, meaning and effect of the ICC Incoterms.
Obligations of the seller and buyer, and provisions common to both-
a) the rules relating to the obligations of the seller under the
Convention:
i) delivery of goods and handing over documents
ii) conformity of the goods and third party claims
iii) remedies for breach of contract by the seller.
b) the rules relating to the obligations of the buyer under the
Convention:
i) payment of the price
ii) taking delivery
iii) remedies for breach of contract by the buyer.
c) the rules relating to the provisions common to both the seller and the
buyer under the Convention:
i) anticipatory breach and installment contracts
ii) damages
iii) interest
iv) exemptions
v) effects of avoidance
vi) preservation of the goods.
d) the rules relating to the passing of risk under the Convention.

Transportation and payment of international business transactions
Transportation documents and means of payment- bills of Lading, bank
transfers, rules of UNCITRAL Model Law on International Credit
Transfer, rules of the UN Convention on International Bills Of
Exchange And International Promissory Notes, the operation of letters
of credit and letters of comfort.

The formation and constitution of business organizations
Agency law-role of the agent, formation of the agency relationship,
authority of the agent, liability of both principal and agent.
Partnerships- the legislation governing the partnership, both unlimited
and Limited, formation of a partnership, authority of partners in relation
to partnership activity, liability of various partners for partnership debts,
termination of a partnership, and partners’ subsequent rights and
liabilities.

Corporations and legal personality-Difference between sole traders,
partnerships and companies, the meaning and effect of limited liability,
different types of companies, especially private and public companies,
effect of separate personality and the veil of incorporation, lifting the
veil of incorporation.