Pericles American Business and Legal Education
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w/ Marc Polonsky

FALL 2018
(September 29, October 1, 13, 15, 20, 22)

A. Aim of the course

The course aims to provide an introduction to English law and the English legal system for Russian-qualified lawyers, with a particular emphasis on the law relevant for business transactions. Starting with an introduction to the particular features of English law as a common law system, it will include a detailed review of contract law, tort law, company law and the law of trusts. In order to give practical application to the areas of law covered in the course, documentation customarily used in business transactions (e.g. Share Purchase Agreement, Joint Venture Agreement) will be considered.

B. Eligibility for the course

All students admitted to the Pericles LL.M. program are automatically eligible for the course. Other students may be admitted at the discretion of the Dean, Admissions Tutor or professor. All potential students are expected to have an advanced knowledge of spoken and written English.

C. Structure of the course

The course involves 24 contact hours, taught over six sessions: on three Saturdays (five hours, with a one-hour break: 10:30 to 13:00 and 14:00 to 16:30) and three Mondays (three hours: 19:00 to 22:00). The sessions will be primarily lecturer-driven, but will also involve practical exercises (individually and in groups), including a review of various online resources (so students should bring laptops to the sessions). Students will be expected to participate in discussions.

    • Final exam: a two-hour written exam which will be blind graded, which will take place at a date yet to be determined after the course has finished) 50%

    • Written assignments: there will be two written assignments to be completed at home, which will also be blind graded, each worth 20%, making 40% in total

    • Class participation: 10%

D. Content of the course

  1. English legal system
    This will introduce students to English law and highlight its distinctive features. Key topics will include the law-making process; the role of precedent as a source of law; common law and equity; rule of law. It will consider access to justice and ways of resolving disputes, in addition to the courts. It will also look at the principal roles within the legal profession (solicitors, barristers) and how the legal profession is regulated.

  2. Contract
    This will give an introduction to English contract law: the basic elements of a contract (offer, acceptance, consideration); contractual terms (representations, warranties) and allocation of risk among contracting parties, breach of contract and remedies, vitiating factors (mistake, duress), and statutory law relating to contracts. It will also consider recent developments in case law relevant to commercial transactions.

  3. Tort
    This will give an introduction to English tort law: the concept of tort liability, the duty of care, breach of duty, remedies and defenses. It will focus primarily on the tort of negligence but will also look at other kinds of torts (misrepresentation, nuisance, defamation).

  4. Business Organisations
    This will give an overview of the different types of business organisations, with a focus on English company law: corporate personality; public and private companies; creating and operating a company; directors duties; shareholders rights and minority protections.It will consider private and public companies, corporate governance, and corporate finance (equity and debt). We will also consider specific issues relating to joint ventures.

  5. Trusts
    This will examine the trust, one of the most distinctive features of English property law. We will consider its basic elements: the separation of legal and beneficial ownership; the distinct positions of the trustee and the beneficiary; and the trust property. We will also consider some of the basic forms of trusts (including constructive, resulting and secret trusts) and also charitable trusts.

E. Course materials

The principal book to be used is Business Law by Kelly, Hammer and Hendy (Routledge, 3rd edition, 2018), available also as an e-book (including on six-month rental). This book provides a general outline to most of the topics to be covered in the course. More detailed treatment of the subject-matter of the course can be found in the Oxford Core Text Series published by Oxford University Press: Company Law by Dignam and Lowry (10th edition, 2018); Constitutional and Administrative Law by Parpworth (10th edition, 2018); The Law of Contract by OSullivan and Hilliard (8th edition, 2018); The Law of Trusts by Penner (10th edition, 2016).

In addition, various online resources will be used (so students should bring laptops to the sessions), including:

Solicitors Regulatory Authority Code of Conduct

London Court of International Arbitration Rules

Combined Code of Corporate Governance

City Code on Takeovers and Mergers

F. Course professor

Marc Polonsky is a retired partner of counsel with the international law firm White & Case. His practice focused on investment into Russia and other parts of the former Soviet Union, with a particular focus on the natural resources and infrastructure sectors. He was based in Moscow for ten years (1998 to 2008) before returning to White & Cases London office. He has a B.A. in Modern Languages from the University of Oxford and is a solicitor qualified in England and Wales. He is managing trustee of a philanthropic foundation focusing on cultural heritage and humanities.

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