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In this subject, students will act as lawyers advising an international investor in a hypothetical investment project in a developing Asian jurisdiction (based on real life experience of the subject coordinator). Students must identify the legal risks and potential disputes in this developing environment and advise ways to mitigate such risks and avoid or resolve disputes. Students will study relevant laws, draft contractual documents, analyse legal issues, give advice, negotiate with the local government, project finance lenders and other parties and bring the deal to closure. Students are also involved in a dispute scenario arising out of the transaction. After the subject, students are expected to have an overview of the key risks and potential disputes in investment deals in developing Asian systems and ways to mitigate such risks through negotiation and documentation. Students can also research more deeply into particular legal issues such as expropriation, change in law, currency conversion or performance by state-owned companies and dispute resolution. Throughout the subject, students will study different areas of law such as investment, administrative, conflict of laws and international dispute resolution.
Principal topics include:
- General overview of risks and potential disputes for investors
- Risks of expropriation
- Risks of illegality
- Performance by state-owned enterprises
- Currency conversion
- Permits and regulatory approvals
- Choice of law, dispute resolution and the arbitration process
- Negotiating with local counterparties and international project finance lenders
- Resolving disputes and closing the deal.
Intended learning outcomes
After the course, students will develop an advanced understanding of:
- Possible investment structures for a complex investment project involving equity sponsors, project finance lenders and the host government’s sovereign guarantees
- Legal risks and potential disputes for investors in complex projects in a developing Asian jurisdiction including, for example, expropriation, change in law, permits, performance by state owned counterparties and dispute resolution
- Possible ways to mitigate such legal risks including through local laws, international laws and contractual documents
- How to deal with the local host government, lenders and other parties to resolve legal issues in the project in a nuanced and effective manner
- How disputes arise and are resolved in these complex transactions
- How to draft documents, negotiate and close a deal with counterparties in a complex transaction
- Practical issues for lawyers in international legal practice.
Students will also develop specialised skills to:
- Identify legal issues and help clients address them through documentation and negotiation at an advanced level
- Be practical, while maximising legal safety for both client and lawyers, in a complex cross border transactions in Asia
- Add value to clients, deal with counterparties and reach agreement
- Communicate clearly articulate and convey complex information regarding cross border transactions
- To independently examine, research and analyse existing and emerging legal issues relating to cross-border tansactions.
Last updated: 30 October 2020