Fiduciary Aspects of Corporate Law
The law concerning fiduciary obligations provides important boundaries on the exercise of discretionary powers by persons entrusted with them, including agents and trustees as well as company directors and officers. This course considers key fiduciary principles and the significance they have within the commercial sphere, providing comparative insights into the varying approaches adopted throughout the common law world. It also considers statutory and regulatory developments in the EU and US and common law world that complement or supplant general fiduciary principles. The first term of the course begins with an overview of the historical development of fiduciary duties in English law from the law on trusts. It goes on to consider key duties owed by fiduciaries such as the duty to act in the interests of the beneficiary and the duty to avoid conflicts of interest. Focusing on case law developments in the UK, Canada, and Australia, the application of these duties in a commercial context is then considered with a particular emphasis on the duties of directors of corporations and the duties of commercial agents. The second term of the course examines how fiduciary duties have been applied in a particular commercial setting, which is investment management and execution of transactions in investment securities. In both the United States and the EU, investment managers and transactional intermediaries (such as brokers) are subject to detailed regulatory rules and institutions, which operate in significant ways against a backdrop of general law, including fiduciary principles.
Taught by Ahern and DeMott
International Human Rights and Institutions
The first term of this course will explore the original and continuous link between the structure and functions of international organizations (whether universal or regional) and human rights protection. Areas of concentration will include the emergence of international organizations and procedures to offer international guarantees for human rights and the respective merits and weaknesses of universal and regional international organizations for the contemporary protection of human rights. The second term of the course course will further examine international human rights law and institutions, introducing key human rights standards and canvassing the role of domestic, regional, and international governmental, inter-governmental (e.g., the U.N. and international financial institutions), and non-governmental institutions in the development and implementation of human rights. The course will also examine processes of agenda-setting in these institutions, including the core strategies and tactics (e.g., fact-finding and litigation) advocates use to promote human rights through these institutions. Drawing on case studies, the course will consider cutting-edge issues, such as the accountability of inter-governmental and non-governmental (e.g., corporate) institutions for human rights and the legitimacy of, and relationships between, institutions that address human rights.
Taught by Levrat and Huckerby
International Law of Armed Conflict
This course will explore the international law governing armed conflicts. The first term will cover the jus ad bellum (or international law relating to the initiation of armed conflict) and the second term will cover the jus in bello (or international law relating to how hostilities, once initiated, may be conducted). The course will address conventional wars between states as well as other types of armed conflicts (including the so-called “war” on terrorism). It will also examine contemporary challenges such as the use of drones and other autonomous weapons systems, cyber warfare, detention in extraterritorial non-international armed conflicts, the use of lethal force in armed conflicts, and the interplay between international humanitarian law and human rights law.
Taught by Bodansky and Gaggioli/Kolb
Introduction to American Law
This course is intended to provide an introduction to essential elements of the American legal system. Emphasis will be placed on exploring contemporary problems in American law that reveal key issues and concerns within the American legal system. The first term of the course will focus on the U.S. civil litigation system, including the jury, and specific matters of constitutional interpretation and enforcement, using the Second Amendment to the United States Constitution as a launching point. The second term of the course will explore the scope and limits of the power of the federal government, using topics from environmental law and the question of the government’s capacity to regulate private economic wealth and power. Evolving conceptions of citizenship through the lens of constitutional equality will also be examined.
Taught by Miller and Purdy
Introduction to International and Comparative Tax Law
This course will begin with a general exploration of income tax concepts, with a focus on the American income tax. It will then identify some of the special problems that arise in international business and investment contexts, in which two or more nation-states have plausible claims to tax jurisdiction over the same income amounts. In the first two weeks, the focus will be on the U.S. response to these challenges. In the second two weeks, the focus will shift to international tax treaties as a means of relief of double taxation. The course will also examine various other challenges to the integrity of the international tax system, including harmful tax competition, transfer pricing, and base erosion/profit shifting. The second half of the course will conclude with an introduction to comparative taxation, examining the approaches of different countries to the problem of appropriately taxing income of families.
Taught by Schmalbeck
Law of the Atmosphere
This course will take a comprehensive look at the “regime complex” of transnational legal regulation for the Earth’s atmospheric resources. Unlike the international Law of the Sea as codified in the 20th century, there is as yet no over-arching constitutive instrument applying to all human uses of the atmosphere. Instead, there is a patchwork of regimes in existence or under negotiation, covering different portions of the atmosphere, geographic regions, sectors, economic activities, and diverse types of harmful impacts on the atmosphere, air quality and climate (over and above a widely diverse range of national legal systems and jurisprudence dealing with potential hazards, liability and access to justice). The course will focus on some of the key topics of relevant legal regulation (such as airspace and sovereignty; stratospheric ozone layer; greenhouse gases and climate; radiation sources; ambient air quality; emissions trading systems; technical standards; and monitoring of air quality). As a special feature, students will have an opportunity to witness the ongoing coordinating and/or preparatory work by visiting or hearing from several Geneva-based international organizations active in this field, related to an ongoing project of the International Law Commission on the law of the atmosphere. The course will seek to evaluate the uneasy prospects of moving from the current fragmented “regime complex” towards a future integrated “law of the atmosphere.”
Taught by Wiener and Sand