INTERNATIONAL CORPORATE & BUSINESS LAW

International Corporate Finance 3 units
The course focuses on the nature of the legal relationships created by corporate finance transactions. Legal aspects of the various methods of financing a corporation will be examined. Subjects covered will include: capital formation, debt security and preferred stock contracts, convertibles, corporate distributions, and acquisitions. (Prerequisite: Corporation Law)

International Practice in Mergers and Acquisitions 3 units
The course provides the students with an understanding of the provisions in the Corporate Code on the requirements and procedures that must be complied with for mergers and acquisitions, and the various types of sales involving company enterprises and the implications in terms of the extent of liabilities attendant thereto.

International Labor Law Standards 3 units
The course summarizes the different international labor standards responding to the needs and challenges faced by workers and employers in the global economy and introduce some relevant International Labour Organization (ILO) conventions and recommendations; declaration on fundamental principles and rights at work; tripartite declaration of principles concerning multinational enterprises and social policy; and other subjects which focus on the different legal aspects relating to global labor guidelines.

International Taxation and Planning 3 units
A study of taxation of resident aliens, non-resident aliens, and foreign corporations and the tax treatment of foreign-sourced income of Filipino citizens and domestic corporations. Topics will include source-of-income rules, foreign tax credits, tax treaties, branch profits remittance tax, comparison of tax treatment of branch and subsidiary of a foreign corporation, withholding tax rules, and estate and gift tax as it affects aliens. (Prerequisite: Taxation I, Recommended: Taxation II)

International Law on Securities, Public Offerings and Stock Exchange Listings 3 units
This course deals with the study of the Revised Securities Act, the laws and regulations applicable to the debt and capital markets in the Philippines, as well as the regulations affecting publicly-listed companies. The course will also require practical exercises in the preparation of the Registration Statement and the Offering Prospectus, the contents thereof and the material information required to be disclosed. It also includes a study of the listing and trading rules and procedure of the Philippine Stock Exchange.

Seminar on Corporate Governance and Principles 3 units
The course treats of the body of policies, doctrines, statutory provisions, and rules and regulations pertaining to Corporate Governance as they apply to public companies, including banking institutions. The course is taught in three modules, using a combination of conceptual learning and practical application, including a study of the relevant provisions of the Corporation Code and Securities Regulation Code, and supporting rules and regulations issued relevant to corporate governance, with comparison to international best-practice standards and various approaches employed in other jurisdictions. With the use of case studies and examples, the course will review the philosophical bases under which principals of corporate governance are rooted and the principles involved, an understanding of the hierarchical interests of the various stakeholders whose interests are promoted under corporate governance principles, and delineation of the fiduciary duties, obligations and responsibilities of directors and officers of the corporation under corporate governance principles. The course will also relate corporate governance principles with corporate social responsibilities.

International Securities Regulations 3 units
The subject covers fundamental concepts of securities regulation contained in the Securities Regulation Code and related laws. The subject will deal principally with the anti-fraud provisions of the Securities Regulation Code, regulation of publicly listed companies and regulation of the securities business. Students will be introduced to topics like market manipulation, insider trading, material nonpublic information, short swing profits, proxy solicitation, tender offers, broker-dealer rule, broker-director rule, self- regulatory organizations and other basic concepts in securities regulation. Enforcement mechanisms such as consent decree, nolo contendere, private right of action and treble damage suits will also be part of the subject. Relevant rules of the Philippine Stock Exchange will also be taken up. Since there is a dearth of Philippine case law on securities regulation, foreign cases that interpret similar provisions of Philippine securities laws will be part of the subject. The subject is distinguished from the Law and Securities, Public Offering and Stock Exchange Listings which focus more on the regulation of securities, particularly the requirements and procedures for registering securities and listing of shares of stock for public offerings in the stock market.

International Commercial Arbitration 3 units
The course begins by going into the characteristics and rationale for international commercial arbitration, then proceeds to examine the body of international laws and treaties governing international commercial arbitration, including the New York Convention of 1958, as well as the ADR Act of the Philippines, with consideration of the various international arbitration institutions and their operating statutes. Discussions will cover the role and responsibilities of arbitrators, the arbitration process, including related issues, and judicial control over the arbitration process, including the recognition and enforcement of arbitral awards. The course concludes with an actual case that will involve the members of the class into role-playing that would allow them to gain a better understanding of international commercial arbitration process.

International Commercial Transactions 3 units
The course focuses on the most frequent legal problems that arise from the sale of goods when the seller and the buyer are based in different countries. The course includes discussion on the legal framework underlying international sale transactions and examines the risks inherent in international trade and the means by which these can be contained.

International Corporate Practice 3 units
Corporate Practice is a special elective course designed for students who intend to specialize in this field of practice after graduation and admission to the bar. The course seeks to give the students a practical approach to the study of corporations and to apply their knowledge of corporation law to actual practice and procedure in corporate organizations and reorganizations. It includes a study of the steps and procedure for incorporation, amendment of Articles of Incorporation and By-laws, increase or decrease of capital stock, mergers, consolidations, corporate buy-outs, dissolution and other methods of corporate reorganizations. It also includes a study of minutes preparation.

International Law on Franchising 2 units
The course undertakes a study of the nature and implication of business format franchising, its essential requisites and components, as well as the impact of the various provisions of the Intellectual Property Code on the terms of the franchise agreement, and analyze the legal relationships between and among the various parties covered by the franchised business, and with skills building on crafting effective franchise agreements that looks at the protection of the rights of the parties covered by such agreements.

International Banking Law I (General Banking) 3 units
The rules and regulations governing banks and non-bank financial intermediaries, including the Central Bank Act and the major Central Bank Circulars, rules and regulations.

International Corporate Suspension of Payments, Rehabilitation and Insolvency Laws 3 units
The course undertakes, using the international law comparative approach, a study of the laws, procedure and practice governing the proceedings for suspension of payments, rehabilitation and insolvency and dissolution of corporate and other juridical entities, under the provisions of the Financial Recovery Act (FRIA), Presidential Decree No. 902-A, and Subsection 5.2 of the Securities Regulation Code which transferred jurisdiction of such proceedings from the Securities and Exchange Commission to the Regional Trial Courts; the decisions of the Supreme Court covering doctrinal pronouncement relating thereto, such as, those pertaining to the extent and coverage of the automatic stay, the preferences between various types of creditors, and issues relating to the cramdown of a rehabilitation plan among the creditors and stockholders. The course will also study the rules that are promulgated by the Supreme Court governing such proceedings. Throughout the course, there will be a comparative study with the provisions of the Uniform Commercial Code and the Federal Bankruptcy Reform Act of 1978 of the United States. (Prerequisites: Corporation Law and Partnership)

Taxation on Mergers and Acquisitions 2 units
The course is a follow-up to the Merger and Acquisition course, and will cover the rules on taxation of sales or exchanges of property, corporate reorganizations and non-recognition transactions (i.e., taxfree exchanges, upstream and downstream mergers, consolidations and de facto mergers), practical applications of related substantive rules (i.e., effects of assumption of liabilities, requirement of bona fide business purpose, and “continuity of interest”), discussions of the related administrative requirements, and other related topics, such as, “step transaction” doctrine, carry-over of tax attributes, and use of zonal value.

International Legal Accounting Standards 2 units
The course is designed to teach basic principles of accounting to enable the law student to understand the principles of books used by merchants and the financial statements of business organizations.

Seminar on Energy Law Practice 3 units
The course will examine under international comparative studies, the relevant laws and issues governing and facing the Philippine energy sector. Given the sector’s wide breadth and span, focus will be given to key legislation that covers the upstream oil and gas industry; downstream oil sector; electric power industry; renewable energy, including biofuels; and the applicable regulatory environment. Accompanying the study of these laws would be discussions of problem areas and issues currently facing the industry, possible solutions and policy directions that relevant government agencies may need to consider. More than just an academic exercise the class hopes to bring to students a practical understanding and appreciation of the country’s energy sector.

International Telecommunications Practice 3 units
The course will cover, under international comparative studies, the laws and jurisprudence governing the telecommunications and broadcast industry of the Philippines, including constitutional provisions affecting telecommunications and broadcast industries, general principles of public utility regulations under Comm. Act 146 as they apply to telecommunications, the liberation of the telecommunication industries in the Philippines, National Telecommunications Commission’s history, powers and licensing regime – regulated and de-regulated services, current regulations, including competition, regulation and de-regulation of different sectors, interconnection, pricing and bypass and other illegal services, regulation of cable television and broadcasting, regulation of content and the Secrecy of Communications.