UCL FACULTY OF LAWS

LLM Programme

The taught modules offered on the LLM programme vary from year to year. Please check the full list of taught modules list for details of modules running in specific academic years. We make every effort to ensure that every module will be offered, but modules are subject to change and cancellation. You are therefore advised to check this site regularly for further updates throughout the year preceding entry to the LLM programme.


JAPANESE COMMERCIAL LAW: CORPORATE AND BUSINESS ENVIRONMENT (LAWSG096)
Credit value: 30 credits (12 ECTS)
Module Convenor: Professor Hiroshi Oda Other Teachers: N/A
Content

Summary:

The module covers areas of Japanese law which are relevant to foreign lawyers who are to advise clients in investing in Japan and transacting with Japanese companies. As a result of the “regulatory reform” in the 1990s and the 2000s, the Japanese system has been converted from a parochial and paternalistic system to a more legalistic and transparent system. This is symbolised by the new Company Law of 2005, which is closer to the US law. The system of corporate governance has substantially changed. M&A law, after some incidents, was streamlined. The Securities and Exchange Law was replaced by the new Financial Instruments and Exchange Law. Thus, in almost every area, new laws were enacted or existing laws underwent major amendments. This module is designed to cover these changes in the area of commercial and business law. No Japanese language capability is required. Cases are available in English on-line.

Syllabus:

  • Introduction: Japanese Law as part of the Romano-Germanic System
  • Major Role of Case Law – creation of law by judges
  • The Courts - the "Justice System Reform",
  • The Civil Code as the Core of the System of Private Law
  • The Concept of Juristic Acts and the Doctrine of Good Faith
  • Contract Law – conclusion of contracts, interpretation, and non-performance
  • Company Law – the outline of the new Company Law influenced by US law
  • Corporate Governance
  • Directors’ liability
  • M&A and Defensive Measures
  • The New Financial Instruments and Exchange Law
  • Competition law as an instrument of the reform
  • Dispute Settlement – International Commercial Arbitration

Background Reading (optional):

Hiroshi Oda, Japanese Law, 3rd edition, Oxford University Press. 2009

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment in September.

Delivery and enrolment
Lectures/Seminars: 20 x 2-hour seminars
Tutorials: None
Previous module enrolments: Small – less than 15 students
Who may enrol: Small – less than 15 students
Prerequisities: None, no knowledge of Japanese is required
Barred module combinations: None
Core Module for LLM specialism: Comparative Law, Corporate Law, International Commercial Law
Assessment
Final Assessment: 3-hour unseen written examination
Practice Assessment: Mock examination

This page was last updated on 28 July, 2014

APPLICATION NOTICES

The application process for the 2015-16 academic session is now open.

Please note, for the 2015-16 intake, we are not accepting the TOEFL test. If you have an English condition to meet, you must take one of the alternative tests listed here instead.