EDUM

International Programmes
School of Law of the University of Minho

University of Minho - School of Law

Course and Seminar Information

LL.M. in European and Transglobal Business Law

COMPARATIVE LEGAL SYSTEMS

Students will develop a proper understanding of the different legal systems that exist in the world and will learn to adopt a critical approach to legal developments brought by the introduction of European or American legal concepts to other parts of the world. Moreover, students will gain an understanding of the role of Comparative Law in a world of cultural and religious diversity. From this Course, students will learn that foreign legal systems do not necessarily have rules that correspond to our own legal categories and that such systems often achieve similar results by adopting legal mechanisms that are unique to their particular systems. Students will develop a thorough understanding of the essential characteristics of the world’s major legal systems, both in a macro and a micro-comparative perspective.

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EUROPEAN UNION LAW

European Union Law provides students with a solid theoretical and practical understanding of the legal order of the European Union. This understanding will enable students to appreciate and to assess properly the interdependence between the Union’s legal structure and the legal systems of the Member States. Furthermore, students will achieve a thorough mastery of the essential instruments of the European Union’s substantive and procedural laws.

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INTERNATIONAL ECONOMIC LAW

This Course will provide students with an overview of the basic tenets of International Economic Law (IEL) and will raise their awareness of the importance of the economic analysis of IEL, while developing and encouraging critical judgement by students on the interpretation and application of IEL. This Course will focus on the decisions by international courts that enforce IEL and to the relation between IEL and both national and EU legal systems. Students will achieve familiarity with the areas governed by IEL and with the specific regulatory instruments by which they are regulated. Students will discover the relevant case law for each area of IEL, and be able to discuss the arguments (topoi) connected with the specific problems that arise daily in international economic relations. Further, students will grasp an understanding of the interests at issue and be able to propose concrete legal solutions adapted to each problem (problem-based method).

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FUNDAMENTALS OF INTERNATIONAL TAXATION

The Course provides an introduction to International Taxation by giving students a thorough understanding of the key issues practitioners normally come across when dealing with tax matters in a global context. In addition students will acquire the necessary background to grasp fully the contents of some of their subsequent courses (for example, European and International Tax Law, Legal Aspects of Investment in Angola, Brazil, China and India).

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EUROPEAN CORPORATE LAW

The Course will cover the ongoing process towards the harmonisation of Corporate Law at the EU level, with special focus on the European Model Company Act (EMCA), the Societas Europæa (SE), and the European Private Company (EPC), as well as the European Commission Green Paper “EU Corporate Governance Framework”, released on 5 April 2011. Students will acquire knowledge of European Corporate Law that will equip them to identify the fundamental problems in the field and to carry out a research project on the subject of European Corporate Law. Students will develop critical judgement and be able to formulate and address questions relevant to Corporate Law in the context of the EU.

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EUROPEAN CONTRACT LAW

The concept of European contract law. “Formal” and “informal” European contract law. Principles relating to the formation of contracts. The principle of freedom of contract. The so-called “materialisation” of freedom of contract. European principles on deceptive and aggressive commercial practices. The principle of equality European principles relating to the content of contracts. The case of unfair terms in consumer contracts. The assessment of unfair contract terms according to the principle of good faith. The assessment of unfair contract terms according to “black” or “gray” lists of forbidden terms. European principles relating to performance, non performance and remedies. The binding force of contracts (pacta sunt servanda). The limits to the binding force of contracts. Consumer’s withrawal rights. The European concept of breach of contract – from breach of contract to non-conformity. Consumer’s rights in the case of defective performance. Performance-oriented remedies – consumer’s rights to repair and replacement of defective goods. Termination-oriented remedies — price reduction and contract’s rescission.

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EUROPEAN COMPETITION LAW

This Course will provide students with a comparative overview of antitrust law models around the world with a special focus on the European system and a comparative overview of the American antitrust system. Students are expected to understand and apply the principles of European Competition Law, as well as relevant aspects of its proposed “modernization”.

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EUROPEAN AND INTERNATIONAL TAX LAW

The Course provides students with a thorough understanding of the key issues practitioners normally come across when dealing with tax matters in a European and international context. Students are expected to be able to solve complex cases involving the Directives covered throughout the Course and the OECD Model Convention.

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ESSAY WRITING SKILLS

This Course provides students with a thorough understanding of the specific nature of rationality in the legal world and with the knowledge of methodological research resources in social sciences. Students are expected to be able to apply the rules of bibliographic referencing, to analyse the legal-comparative practices and to master the sources of law.

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LEGAL ASPECTS OF INVESTMENT IN BRAZIL

This Course focuses on Brazil, one of the most important developing countries, and a market that cannot be ignored by globalized companies. The Course will identify the main features of Brazil as a target country ripe for foreign investment (a stable political regime, an independent judiciary, the rule of law) and students will develop a critical understanding of the Brazilian legal system, with special focus on the constitutional framework and on the complexities of the country’s tax system.

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LEGAL ASPECTS OF INVESTMENT IN CHINA

This Course focuses on China, one of the most favoured places for investments by multinational companies, the source of many new multinational companies, and an industrial and manufacturing powerhouse for existing multinational companies. In short, China is one of the major centres of special attention in the world economy. The Course will familiarise students with the process of economic transition and social development that China has undergone in the past decades and its endeavours to establish the rule of law by enacting new laws and introducing significant changes to existing legislation. This Course will provide unique insights on the Chinese legal system and, in particular, on the legal aspects of investment in China. Students completing the Course successfully will not only obtain scholarly learning, but will also be trained to develop a practice as lawyers and consultants.

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LEGAL ASPECTS OF INVESTMENT IN ANGOLA

This Course provides students with an understanding of the relevant legal aspects of foreign investment in Angola, from a practical, as well as from an academic perspective. Students will master the fundamental aspects of the legal regime governing private investment in Angola, including the rules on international joint ventures and incentives to Angolan entrepreneurship; the sectors excluded from private investment and the special regimes of investment.

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LEGAL ASPECTS OF INVESTMENT IN INDIA

The main objective of the Course is to acquaint students with the law and practice of investments in India. Indian corporate laws are based on the common law system and are substantially based on English law. India is still a protective country as regards foreign exchange and thus foreign exchange regulations play a vital role in all cross border investments. Students taking this Course will become intimately familiar with India’s foreign exchange regulation and will understand the rationale for those regulations. The Indian tax system in one of the more complex tax systems in the world and the Course shall provide a detailed review of India’s taxation laws that directly affect investments. With a thorough understanding obtained from this Course of Indian corporate, labour, foreign exchange and tax laws, students will develop a well-rounded exposure to and understanding of the law and practice of investments in India.

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INTERNATIONAL AND ECONOMIC CRIMINAL LAW

Students who successfully complete this Course will develop an understanding of the phenomenon of transnational economic crime and its implications in the international economic order as well as in national legal systems. Also, students will become aware of, and understand the diversity of, Anglo-Saxon and continental European systems’ legal solutions in relation to transnational economic crime. Students will learn to recognize the main types of transnational economic crimes, their modus operandi and the difficulties that surround the fight against these types of crimes at the legislative, judicial and administrative (police) levels. In particular, the evolution that has been made by the European Union will be examined as a way of illustrating the difficulties and unique problems which efforts to combat these crimes entail.

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INVESTMENT PROTECTION ARBITRATION

The main objective of the Course is to examine and stress the importance of investment protection arbitration in a globalized world. The Course will use both a dogmatic and a practical approach to this theme, focusing strongly on case law from national and international courts. Students are expected to understand how International Centre for Settlement of Investment Disputes (ICSID) arbitration works and recognize the strengths and weaknesses of the system in place.

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ELECTRONIC CONTRACTING

This Course will provide students with an overall understanding of the different modes for contracting through electronic means and of the ways in which contracts are formed, by reference to the Portuguese legal framework for electronic commerce. Students will learn the particularities of inter-systemic electronic contracting and the distinctions to be made between automatic electronic contracting and intelligent electronic contracting. Students will master technical concepts and the legal implications of such concepts, including the approach to electronic documents, new means of proof, security in electronic transactions and signature issues, considering the needs of ensuring authenticity, confidentiality, integrity and non repudiation of messages.

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SPACE LAW AND PRIVATE SPACE ACTIVITIES

At the end of the Course, students should be able to explain and discuss with some detail the main problems related to the commercialization of space activities in the framework of current international space law and to think critically about different solutions for access to space resources. Students who successfully complete this Course will have the ability to research and present a topic related to commercial space applications.

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PRIVATE INTERNATIONAL LAW AND RELATED ISSUES

This Course will provide students with knowledge about and the framework for the regulation of private international relations in the international business world. Students will be able to identify the objectives and the scope of private international law, as well as the general issues in this area, namely, the regulation methodology of private international relations. Students are expected to analyse the challenges faced in the planning and resolution of disputes that arise in international private relations. Students are also expected to know and understand how to apply the rules on international jurisdiction and on recognition of foreign judgments. In addition, students will develop an understanding of the basic problems that arise in international commercial arbitration as an alternative method of dispute resolution.

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EUROPEAN LABOUR LAW

Students will acquire an overview of the fundamental aspects of European Labour Law, focusing, in particular, on privacy issues and equal treatment of men and women. Students are expected to develop a critical understanding of the rules governing privacy and data protection at work, equal treatment and non-discrimination, and employees’ rights in the context of the transfer of ownership of their employer.

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ELECTRONIC COMMUNICATIONS LAW

This Course will provide students with an overview of the evolution and current stage of development of the Electronic Communications Law, both at the EU and national level. Students will understand and critically discuss the fundamental principles and rules of the legal regime applicable to electronic communications. Students will understand the importance of the regulatory mechanisms that govern one of the most important sectors of the economy.

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FUNDAMENTALS OF INTELLECTUAL PROPERTY LAW

Students will acquire a working knowledge of the Intellectual Property (IP) System, including the distinctions between the main intellectual property rights (copyright and related rights and industrial property rights), their object and scope, and their main features and limitations. Students will become aware of the role of intellectual property in the wealth creation process and will understand the importance of intellectual property as a supporting tool for innovation. Students will acquire an understanding of the model agreements that support the process of technology transfer and the economic exploitation of IP rights.

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INTERNATIONAL INTELLECTUAL PROPERTY LAW

Students are expected to understand the historical evolution of Intellectual Property and the main international conventions that acted as drivers of this evolution. They are expected to understand the international and the European systems for the protection of Trademarks and Designs (the international Patent application system, the European Patent protection system) and to understand the proposals for the creation of a EU Patent and a unified Patent litigation system. Students are also expected to be familiar with the main international Intellectual Property Organizations.

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LEGAL SYSTEMS IN LATIN AMERICA AND PROMOTION OF FOREIGN INVESTMENT

Students will develop a broad understanding of the main features of Latin American legal systems and understand some of the measures that have been introduced in the Peruvian legal system in order to attract foreign investment. Students will master the basic principles regarding Bilateral Investment Treaties as well as Double Taxation Treaties, from a Latin American perspective.

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CONSTITUTIONAL SYSTEMS OF PORTUGUESE-SPEAKING AFRICAN COUNTRIES

This Course provides a comparative analysis of the systems of government and constitutional models of public administration of African countries whose official language is Portuguese, with particular emphasis on the legal-constitutional areas of property rights and economic organization, as well as the specific safeguards established for the rights of citizens and the processes of achieving and protecting those rights. Students will identify the structural features of legislation on foreign investment and will understand the organization and functioning of the judicial systems. Students will analyse and discuss legislation regulating the legal relationship of public and private employment.

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LEGAL ASPECTS OF INVESTMENT IN PORTUGUESE-SPEAKING AFRICAN COUNTRIES

This Course provides a comparative analysis of the legal and constitutional organization of the economic sector of ownership of African countries which official language is Portuguese the analysis of the legal and constitutional framework for investment in these countries. Students will understand the constitutional foundations of the international bonds between African countries whose official language is Portuguese and will analyse the legal and economic implications of the participation of such countries in international organizations. Students will also be able to identify the structural features of the legislation on foreign investment in each these countries and critically discuss the legislation regulating the legal relationship of public and private employment.

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DIPLOMACY

Students will develop a thorough understanding of the importance of the diplomatic function throughout history and of the major tenets of its legal framework. Students are expected to know the functions developed by the diplomatic corps and to be aware of the new forms of diplomacy in a global world. Students are also expected to be familiar with the concept of “economic diplomacy” and understand how it works.

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MARITIME LAW

Students will examine in detail the issues, documentation, and international conventions that have to be understood by every lawyer or non-legal expert working in the area of international maritime commerce. Thus, students in the Course will develop an understanding of such maritime topics as charter parties, marine insurance, general average issues and application of the York-Antwerp Rules, international conventions on the carriage of goods by sea, salvage issues and related documents, maritime liens and mortgages, and maritime finance.

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INVESTMENT AND HUMAN RIGHTS

The linkage between foreign investment and human rights will be developed with special emphasis to the ambivalence felt regarding this issue. Empirically, investment by transnational corporations in developing countries is seen as having negative impacts on human rights, but foreign investment is also welcomed as long as it improves sustainable development and human rights protection standards. In this seminar, this ambivalence will be critically assessed and we will examine how respect for human rights may attract and encourage foreign investment and the impact of foreign investment upon human rights. Students will also learn the legal and ethical responsibilities of corporations in the protection of human rights.

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FOREIGN INVESTMENT IN EAST TIMOR

This Course will provide students with an overall understanding of the constitutional and legal framework to foreign investment in East Timor, including the legal constraints that result from the constitutional prohibition of foreign ownership of Timorese land and the legal regime established by Law no. 14/2011, of 28 September 2011, on private investment. Students will also be made familiar with the basic aspects of the law governing corporations (Law no. 4/2004, of 21 April 2004).

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INTERNATIONAL AND EUROPEAN PUBLIC PROCUREMENT

This seminar will give an overview of the International and European public procurement procedure.
In the first part of the seminar, the growing importance of public procurement in the global economy will be examined and instruments such as the General Procurement Agreement adopted in the context of the World Trade Organization will be analysed.
The second part of the seminar will focus on European legal instruments governing the contracts entered into by public authorities/governments when procuring goods, services or commission work. We will look at these contracts both as a source of business opportunities (in 2006, in the European Union, such contracts amounted to more than €1500 billion, or 16% of the EU’s gross domestic product) as well as an instrument of environment and social policy implementation. A brief introduction to the various public procurement alternative dispute resolution mechanisms will also be given.

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TIME MANAGEMENT

The course seeks to improve the students’ ability to plan and prioritise their own work, helping them not only to minimise distractions and wasted time, but also to prevent them from being deflected from their own priorities.
Students will benefit from the skills acquired throughout the LL.M. programme and in their future busy professional schedules.

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