INTERNATIONAL CORPORATE & BUSINESS LAW

INTERNATIONAL CORPORATE AND BUSINESS LAW TRACK
This track provides an overview of the policies, doctrines, statutory provisions, and regulations that apply to various commercial and business transactions. Apart from tackling the applicable legal frameworks, this track offers students significant opportunities to discuss the experiences of commercial and business law practitioners. Emphasis is placed on mastering the practical application of these frameworks, and students are required to draft and submit pleadings, registration documents, and others. The courses below are given three academic credits each.
 
Bank Conservatorship, Receivership, and Liquidation
 
This course features an in-depth discussion of the laws, rules of procedure, and jurisprudence on bank conservatorship, receivership, and liquidation. It provides students a venue to study the legal and regulatory framework that governs a bank when it suffers financial problems and/or becomes insolvent and has to be liquidated.
 
Banking Law
 
This course discusses laws, rules, and regulations governing banks and non-bank financial intermediaries, including the New Central Bank Act and the circulars and rules and regulations of the Bangko Sentral ng Pilipinas.
 
 
Consumer Protection Laws
 
This course discusses laws and jurisprudence governing the general overview of the pertinent provisions of the New Civil Code on Human Relations as applicable to consumer protection. It gives a background on the law on torts as pertinent to civil liability in consumer protection and product liability cases. Special laws, such as Rent Control Law, Price Control Law, Truth in Lending Act, Generic Drugs Act, Food Drugs and Cosmetics Act, are discussed. 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 are also covered by the course.
 
 
Corporate Finance
 
This course focuses on the legal aspects of corporate finance transactions, including capital formation, debt security and preferred stock contracts, convertibles, corporate distributions, and acquisitions. Corporation Law is a pre-requisite to this course.
 
 
Corporate Governance
 
This course discusses the body of policies, doctrines, statutory provisions, and rules and regulations pertaining to corporate governance as they apply to public companies and banking institutions. The course reviews the philosophical bases of corporate governance, principles, and the hierarchical interests of the various stakeholders. The course also relates corporate governance principles with corporate social responsibilities.
 
 
Energy Law and Practice
 
This course contains an introduction to the study of the Philippine Electric Power Industry and examines Republic Act No. 9136 or the Electric Power Industry Reform Act of 2001 and related laws, rules, and regulations. It seeks to address the fundamentals of law practice in the electric power industry, particularly negotiation of power supply contracts, power supply contract drafting, review of power supply contracts, and utilities regulation.
 
 
Entertainment Law
 
This course introduces students to the different aspects of the entertainment industry, including radio, film, television, advertising, music, sports, video games, and emerging new media such as streaming and video-on-demand. It examines laws governing these industries, and the propriety of such regulations. Intellectual property considerations are also discussed. It likewise covers special topics in the sports industry, licensing agreements, and contractual agreements, to name a few.
 
 
European Business Law
 
In the context of the increasingly international nature of business and of the expanding scope of trade between Asia and Europe, this course examines the business-related legal environment in the European Union. It also discusses a general overview of at least four significant areas of European business law and policy.
 
 
Financial Rehabilitation and Insolvency Law
 
This is a study of the laws, rules, jurisprudence, 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 Rehabilitation and Insolvency Act, Presidential Decree No. 902-A, and Subsection 5.2 of the Securities Regulation Code. The course includes a comparative study of Philippine laws with the provisions of the Uniform Commercial Code and the Federal Bankruptcy Reform Act of 1978 of the United States.
 
 
Foreign Investments and Investment Incentives Law
 
This course examines the Philippine investment and foreign incentive regime under the Constitution, Omnibus Investment Code of 1987, Foreign Investment Act of 1991, Philippine BOT Law, pertinent rules and regulations issued by the Board of Investments, relevant Bangko Sentral ng Pilipinas rules on registration of foreign investments, and tax regulations covering foreigners doing business in the Philippines.
 
 
International Commercial Arbitration
 
This course immerses students in the process of international commercial arbitration by understanding the concepts of dispute resolution and arbitration, the institutions relevant to arbitration, and the frameworks of laws applicable to arbitration. Students tackle the process of arbitration beginning with the creation of arbitration agreements until the enforcement of arbitral awards in domestic courts.
 
 
International Commercial Transactions
 
This 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. It includes discussions on the legal framework underlying international sale transactions and examines the risks inherent in international trade, as well as the means by which these can be contained.
 
 
International Competition Laws
 
This is an overview of the basics of competition law from an international perspective through a comparison of main jurisdictions. All fundamental topics are included, such as the economics of competition law, merger regulation, abuse of dominant market position, horizontal and vertical agreements, public policies, competition rules in different industry sectors, enforcement, among others.
 
 
International Labor Law
 
This course discusses international labor law as it developed through the years under the auspices of the International Labour Organization (ILO). It covers international labor standards responding to the needs and challenges faced by workers and employers in the global economy as contained in ILO Conventions and Recommendations, the ILO Declaration on Fundamental Principles and Rights at Work, and the Tripartite declaration of principles concerning multinational enterprises and social policy. The ILO enforcement mechanisms and the work of its major committees having oversight functions are also discussed.
 
 
International Taxation
 
This course features 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 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.
 
 
Law and Economics of Antitrust Regulations
 
This course provides an introduction to the legal doctrines, public policies, and intellectual theories that inform the practice and administration of antitrust law. It tackles 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.
 
 
Local Government Finance
 
This course reviews provisions of the Local Government Code that focus on the fiscal autonomy of local government units (LGUs). It puts into light the procedural and substantive aspect of how local government financing and fiscal management works in theory and in practice. Specifically, this course explores the scope and exercise by LGUs of their taxing and other revenue-generating powers, the remedies for collection of revenues of LGUs, and remedies of taxpayers. It also covers real property taxation and LGUs’ internal revenue allotment, including how these taxes are distributed and disposed of by the LGUs.
 
 
Mergers and Acquisitions
 
This course provides 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 their implications in terms of the extent of liabilities.
 
 
Negotiation Seminar
 
This course provides students with an experience-based introduction to the theory and practice of negotiation. It considers topics, such as the nature of conflict and dispute, integrative and distributive bargaining, barriers agreement and ways to overcome such barriers, client relationships, negotiation skills, such as listening, communication and persuasion, negotiation power, and the role of culture, language and gender in negotiation. The course largely utilizes simulation and role-playing exercises, as well as critiques and reflections on students’ experiences.
 
 
Public-Private Partnership
Using the international law comparative approach, this course enables students to understand the various regimes covering government infrastructure and development contracts under the aegis of Public-Private Partnership (PPP). It delves into key areas such as PPP modalities, risk identification, allocation, funding, regulation, and contractual provisions. It also discusses relevant Philippine laws, jurisprudence, regulations, sample contracts, and education-resource materials on PPP.
 
 
Real Estate Transactions
 
This subject deals with the legal and operational aspects of subdivisions and condominiums, and transfers of real estate. It provides an in-depth analysis of real estate development process and some practical exposure to this field of practice. Also examined are the effects of zoning and environmental laws and regulations on the development process.
 
 
Securities Regulation
 
This subject covers fundamental concepts of securities regulation contained in the Securities Regulation Code (SRC) and related laws. It deals principally with the anti-fraud provisions of the SRC, regulation of publicly listed companies, and regulation of the securities business. Students are introduced to topics like market manipulation, insider trading, and other basic concepts in securities regulation. Enforcement mechanisms such as consent decree, nolo contendere, private right of action, and treble damage suits are also covered. Relevant rules of the Philippine Stock Exchange are also taken up.
 
 
Securities, Public Offerings, and Stock Exchange Listings
 
This course focuses 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.
 
 
Tax on Mergers and Acquisitions
 
This is a follow up to the Merger and Acquisition course and covers the rules on taxation of sales or exchanges of property, corporate reorganizations, and non-recognition transactions, practical applications of related substantive rules, 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.
 
 
Telecommunications Practice
 
This course covers laws and jurisprudence governing the telecommunications and broadcast industry, including constitutional provisions affecting telecommunications and broadcast industries. General principles of public utility regulations under Commonwealth Act No. 146, the liberalization of the telecommunication industry, and the National Telecommunications Commission’s history, powers, and licensing regime are also discussed.
 
Treaties and other International Agreements
 
This course explores issues pertaining to the law of treaties as a branch of public international law, using the 1969 Vienna Convention on the Law of Treaties (VCLT) as a framework. It delves into more specific topics on treaties and international agreements, such as treaty-making powers of international organizations, resolving conflicts between treaties, special character of human rights treaties, application of the VCLT rules on interpretation, and the relationship between State obligations under international law and domestic laws.