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 & 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