LL.M MAJOR COURSES

INTERNATIONAL HUMAN RIGHTS

International Human Rights 3 units
The course focuses on the concept of human rights as enunciated in the Universal Declaration of Human Rights and in the International Covenants on Economic, Social and Cultural Rights and on Civil and Political Rights, and in humanitarian laws. The evolution of this concept and how it may be related to other rights recognized in the laws and jurisprudence of different countries will be emphasized. It also reviews the state of observance of human rights and the means to implement human rights through international as well as regional bodies set up by governments. In addition, the role of nongovernmental organizations in the implementation of human rights is also explored. International treaty and non-treaty mechanisms for protecting human rights are considered, as well as the role of regional and non-governmental organizations, such as, Amnesty International.

Gender and the Law 3 units
The course seeks to provide students with an understanding of gender equality and non-discrimination. Feminist legal theories and international instruments relating to women’s rights will be examined and analyzed. Focus will also be given to institutions that create, maintain and perpetuate gender inequalities, in particular the legal framework and how it contributes to the institutionalization of gender differences in light of the challenges presented by legal pluralism. Special issues and concerns of women, e.g., violence against women, sexual harassment, reproductive rights, commodification of women, sexuality, feminization of labor and migration, women in armed conflict and race and gender intersections, will be highlighted to provide illustrations of how discrimination against women occurs. Students are expected to assess the effectiveness of national legislation and propose gender-sensitive legal responses to the existing issues.

Children’s Rights Law 3 units
This elective course aims to introduce the students to the legal framework of protection for children and the psycho-social dimensions of handling children’s rights cases. The Convention on the Rights of the Child is used to provide the background on an international level. The course is divided further into specific clusters of rights of children in relation to Philippine laws, issuances, rules of court and jurisprudence. In each cluster the legal and psycho-social issues affecting certain groups of children (sexually and physically abused, children in conflict with the law, child laborers, children in situations of armed conflict, trafficked children, displaced and refugee children, indigenous children, etc…) are discussed in order to understand in a holistic manner the plight of children within the legal system. The methods used in teaching the course include lectures, workshop exercises and mock trial. Students will also be exposed to actual case handling in coordination with the ALS Legal Services Center and the Human Rights Center.

Interdisciplinary Course on Corruption, Impunity and Governance 3 units
This is an inter-disciplinary course that seeks to understand why the existing Philippine legal and policy frameworks on corruption fail to effectively address the prevalence of corruption in the country, entailing an exposure to the psychology and sociology of corruption in Philippine Society. Although the curative and penal aspect of anticorruption measures will be discussed, focus will be given to the preventive aspect of combating corruption as well as the ill effects of corruption on the political, social, economic, and cultural life of the Filipino nation. Thus, the course will try to weave into one logical framework the different fields of study that will allow the students to appreciate the socio-cultural and legal dimensions involved in corruption and anti-corruption measures.

Street Law 3 units
This course will provide law students a unique opportunity to enrich their own legal education while contributing to the education of high school students and sectoral groups. Using the clinical method, an underlying principle of the clinic is the best way to learn is through teaching. The broad goals of the clinical program are: to develop in law students an appreciation for the multi-faceted role and responsibilities of the lawyer in the community; and, to sensitize students to sources and resolutions of community legal problems. The clinical program works to achieve these goals through a program of seminar, training and supervision.

Humanitarian Law in Armed Conflicts 3 units
The course studies the rules of international law relating to the protection of non- combatants during armed conflicts, to the risks to individuals or groups not taking part in the hostilities and to largescale violations of human rights. It examines the rules on resort to armed force, those that govern the conduct of operations and weapons, and the rules designed to protect the ‘victims of war’, including issues relating to refugees in the context of armed conflicts. The course will inquire into the means available under international law to prevent and to provide remedies for violations of the rules. At appropriate stages of the course, the overlap with the human rights regime is taken into consideration. Case studies throughout the course will be taken from real conflict situations. Since the rules reflect not only humanitarian concerns but also political imperative and military necessities, the course will also consider how the rules could be improved.

Refugee Law 3 units
Armed conflict within and between states had given rise to the problem of exodus of people of different nationalities in order to avoid varied forms of persecution. International law instruments, such as, the 1951 Convention on Refugees and its 1967 Protocol, have been adopted to address this situation. The Philippines as a signatory state to these instruments had promulgated implementing measures by way of status determination procedure and employment standards in compliance with the Convention. This course aims to provide the students with an overview of the history of the influx of Indochinese Refugees from the ‘70s and ‘80s, including the process of screening asylum-seekers during this period; to examine the existing status determination procedure under Philippine law; and, to discuss the current legal issues surrounding the implementation of other provisions of the Convention. The course will utilize a Clinical Legal Education approach which will enable the students to be exposed to actual cases of refugee status determination before the Department of Justice and naturalization proceedings.

Indigenous Peoples and the Law 3 units
An analysis of the pre-conquest period of many colonial states, including the Philippines, shows the existence of customary laws practiced by native inhabitants and indigenous systems of government. Indigenous peoples continue to suffer marginalization and displacement in different parts of the world. This course introduces the student in general, to the development of international protection for indigenous peoples and, in particular, to the constitutional and domestic framework of protection for indigenous Filipinos. The course examines more closely international labour conventions affecting tribal populations, the declaration on the rights of indigenous peoples and relevant international law decisions. Considerable attention is also given to the Indigenous Peoples’ Rights Act (IPRA) of 1997, including the landmark decisions of Cruz v. Secretary of DENR. A multi-disciplinary approach is applied in the course in order to enlighten the student about the impact of formal legal systems on the property rights and relations of indigenous peoples within their ancestral domains, including their traditional culture and practices.

International Access to Justice 3 units
This course will relate the general concept of access to justice at the domestic and international levels. The standard of legal aid practice in various states will be examined as it may apply to specific country experiences with the goal of identifying developing universal norms which may be useful for accessing legal aid systems or mechanisms for enforcing rights on a cross-border or international setting. The Convention of 25 October 1980 on International Access to Justice will also be discussed. International Criminal Law 3 units The general framework for holding individuals responsible for criminal acts under current international law as contained in the Rome Statute shall be discussed. Recent development in the International Criminal Court practice will be covered. Questions related to the responsibility of non-state actors within the context of armed conflicts will also be addressed. Emphasis will also be given to a comparative study of the implementing legislation of some member-states upon accession to the Rome Statute.

INTELLECTUAL PROPERTY

Copyright and Related Rights 3 units
This copyright course emphasizes the various legislations on copyright and related rights and aims to provide the student with an in-depth and up-to-date knowledge of the general principles of copyright and related rights law. The course also introduces the international treaties on copyright and related rights, the role of WIPO and the WTO in the worldwide protection of copyright and related rights, as well as recent developments and trends in the area of international copyright and related rights.

Management and Enforcement of Intellectual Property Rights 3 units
This course is intended to introduce participants to the main principles and features of the key types of intellectual property rights. The focus is not on detailed legal rules but rather the broad principles and their implications for business strategies including brand management, drafting and negotiating IP contracts, such as, licensing and franchising, IP audit and valuation. The course also aims to provide the students with up-to-date knowledge of the general principles of enforcement of IP rights and dispute settlement mechanism focusing on the law in the Philippines and the TRIPs Agreement.

Patent Law, Industrial Design, Plant Variety Protection 3 units
This course provides an overview of patent law and the public policy underlying the patent system. It covers the history of the patent system and the issues that arise from obtaining and enforcing patent rights. The course also covers patent searching and drafting, as well as industrial designs and plant variety protection. Although the course deals with advanced technologies to some extent, no specific, technical or engineering background is required.

Trademark Law, Unfair Competition and Trade Secrets 3 units
The course, because of its breadth, is divided into to 3 parts: trademark law, unfair competition and trade secrets. The aim of the course is to introduce the student to the basic principles and current issues in international and national trademark law. This course also aims to provide the students with the key elements of unfair competition concerning Intellectual Property Rights. The course further aims to provide the students with in-depth and knowledge of the general principle of confidential information.

INTERNATIONAL CORPORATE AND 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.

INTERNATIONAL ECONOMIC LAW

International Economic Law I 3 units
A seminar-style course that provides a general background survey of the history and development of international economic law; and the international economic institutions created during the Bretton Woods Conference. Substantial treatment will be devoted to the World Trade Organization rules and complementary role of the International Monetary Fund in cases of deep balance of payments deficit of member-states. The course also examines legal and other related issues resulting from the demands of developing country members within these international economic institutions; and the influence of international economic institutions on national policy making specifically within the context of a developing country.

International Economic Law II 3 units
An advanced seminar course designed to follow-up on specialized topics of interest in international economic law. The course will cover models of international trade, measurements of trade policy and their impact on prices, international monetary transactions, and monetary fiscal policies in an open economy. It also analyzes the nature and scope of economic integration, multinational corporations, international institutions and agreements, and trade in developing countries. (International Economic Law I is not a prerequisite to this course)

European Business Law 3 units
This is a two-phase course on advanced topics in international economic law, the first, which surveys the rules of the global trading system and, then, focuses on aspects thereof relating to economic integration and development, endeavoring to compare and contrast the legal framework of various levels of economic integration, as well as evaluates the current spread of regional groupings as modes of pursuing worldwide trade liberalization in ways and means different from, but complementary to, those of the World Trade Organization (WTO). It examines, incidentally, aspects of the international monetary and financial system relating to trade, and presents the alternative institutional arrangements developed in the context of European Economic and Monetary Union (EMU). The second phase of the course concentrates on the European project of economic integration from the perspective of the rapidly evolving European Community Law, as an example of international legal integration in action, with similar efforts being undertaken in parallel, on comparative basis, vis-à-vis the ASEAN Free Trade Area (AFTA), the North American Free Trade Area (NAFTA), as well as the emerging Free Trade Areas of the Americans (FTAAs).

Seminar on International Trade Issues 3 units
The course mainly covers the subject of Global Governance, divided into modules that focus on emerging trends in international law-making and regulation, including issues on enforcement and dispute settlement, the impact on the international economic activities and relations of States, particularly developing countries like the Philippines. Special attention is given to changing approaches to traditional sources of international law, namely treaties, custom, and general principles of law. A central concern that the seminar addresses are the effects of those changes in forms and trends on the international legal regime as well as on substantive law that could be applied on a global basis. By discussing specific organizations in the later modules, the seminar seeks to give the students a sense of the practical realities and difficulties of global governance, but also to surface issues and lessons that are founded not in theory but in practice.

Economic Analysis of Law 3 units
The course will cover under international comparative studies, the laws and jurisprudence governing the introduction and review of basic economic concepts, economic theory of property law, the topics and applications in the economic or property law, the economic theories, topics and applications in the economics of tort law

International Competition Laws 3 units
Competition/Antitrust Law is a rapidly growing area of law which reflects our market economy system in an increasingly integrated and competitive world. The major economic movements which have taken place in recent years have increased the attractiveness of this subject all over the world, and competition/antitrust lawyers are now prominent in the largest law firms and institutions advising in complex transactions. This course highlights the growing importance of International Competition Law. It aims to give an overview on the basics of Competition/Antitrust Law from an international perspective through a comparison of the main jurisdictions and thus provide a solid background for further studies of this subject. All fundamental topics will be included, such as the economics of competition/antitrust law, merger regulation, abuse of a dominant market position, horizontal and vertical agreements, public policies, competition rules in different industry sectors, enforcement, etc.

International Consumer Protection Laws 3 units
The course will cover under international comparative studies, the laws and jurisprudence governing the general overview of the pertinent provisions of the New Civil Code on Human Relations as applicable to consumer protection; a backgrounder on the law on torts as pertinent to civil liability in consumer protection and product liability cases; and a study of the following special legislations: Rent Control Law, Price Control Law, truth in Lending Act, Generic Drugs Act, Food Drugs and Cosmetic Act, Laws on Fraudulent Advertising, Mislabelling or Misbranding, Price Tag Law, Business Name Law and the Bulk Sales Law; and a study of the Code of Ethics, Rules and Regulations for Advertising and Sales Promotions, and the Rules and Regulations Governing the Conduct and Promotion of Sales of Goods and Services.

Understanding Antitrust Law and Policy 3 units
Recent international and regional economic and political developments have led the government to rethink its role in regulating the competitive structure and performance of industries and other sectors of the economy in a global context. This course provides an introduction to the legal doctrines, public policies, and intellectual theories that inform the practice and administration of antitrust law. It will tackle problems posed by monopolies, mergers, joint ventures, tying arrangements, exclusive dealing, collaboration in pricing, and other business behavior, as they have arisen in a wide variety of industries and markets. These problems will be discussed together, applying the recurring terms and elements of antitrust law, including geographic market definition, product market definition, entry barriers, market foreclosure, antitrust injury, legitimate business purposes, market structure, market concentration, market performance, market failure, monopoly power, market power, therule of reason, and the per se rule. We will become familiar with the historical development of the law, its present state, and the ideologies and policy choices that will shape its future paths. We will learn to apply the principles of antitrust law to new industries and markets, so that you can be an informed observer, or participant, in its future development.

International Investments and Foreign Incentives Laws 3 units
Under international comparative format, the course compares with international laws and standards the Philippine investment and foreign incentive regime under the Omnibus Investment Code of 1987, the Foreign Investment Act of 1991, the BOT Law the pertinent rules and regulations issued by the Board of Investments, the relevant Central Bank rules on registration of foreign investments, and tax regulations covering foreigners doing business in the Philippines.

Law and Economic Development 3 units
The course undertakes to achieve two goals: first, is to examine the traditional law and economics approach to the study of law or the application of economic theory to examine the formation, structure, processes, and economic impact of law and legal institutions, including introductory discussions on the dominant schools of thought (i.e., Chicago Law and Economics, Public Choice Theory, Institutional Law and Economics) in this field will be made to familiarize the students with the concept; and, second, the course looks into the role of law, including legal and judicial institutions, in economic development of the country. It has been posited that law fosters economic development, while dysfunction in the legal system can inhibit economic growth. This course will provide a survey of this emerging field of “law and development.” Special attention will be devoted to the experience of the Philippines taking into account judicial dysfunctions and Supreme Court pronouncements involving economic policies. No prior knowledge of economics is necessary for the course.

Seminar on Public-Private Partnership Practice 3 units
Using the international law comparative approach, the course enables students to understand the various regimes covering government infrastructure and development contracts under the aegis of “Public-Private Partnership” (PPP), and delving into key areas such PPP modalities, risk identification and allocation, funding, regulation and contractual provisions. Class discussions will seek to distinguish PPP from privatization and procurement schemes, appreciate project financing and sources of PPP funds, and PPP regulation and tariff setting. The course will discuss relevant Philippine laws, jurisprudence, regulations, sample contracts and education-resource materials on PPP.