In 2018, the aviation industry enabled US$3.5 trillion in Global Gross Domestic Product supporting over 87.7 million jobs around the world (half of which were in Asia). Core to this industry are its tools of trade, aircraft. The aircraft financing industry (in a typical year) is a US$200-250 billion industry. The Asia Pacific region (despite COVID-19) will continue to be the region with the most number of new aircraft deliveries over the next 20 years according both Boeing and Airbus. As such the need and demand for the financing of this massive future fleet of aircraft deliveries is going to be considerable.

The financing of aviation assets is a hyper-competitive landscape giving rise to some of the most innovative, creative and complex financing products and methods not seen in the financing of any other asset class.

LL4483/LL5483/LLJ5483/LL6483 Aviation Financing Asia

Not opened to students who have taken or are taking Financial Accounting (1) FNA1002; (2) FNA1002E; (3) FNA1002X; (4) ACC1002X; ACC1002X

NOTE:The following students are not permitted to enrol in this module: those who have completed, or who intend in the current or a future semester to subscribe for, modules relating to finance or accounting offered in other universities or faculties in NUS (2) those who are graduates of, or are currently enrolled in other programmes leading to professional qualifications in, accountancy or finance.

This course will study and analyze business and investment law in the People’s Republic of China (PRC), focusing on selected topics in commercial law generally, the law of corporate and unincorporated entities, securities law, the regulation of banks and non-bank financial institutions, corporate finance and M&A, and the law and regulation governing the PRC domestic capital markets and publicly listed companies accessing capital on both those domestic markets and global exchanges. In addition, the course will dedicate some time to understanding the still-separate legal and regulatory regime governing foreign investment generally, both direct (private) foreign investment, and foreign portfolio investment in PRC-domiciled firms raising capital on the Chinese and global public markets, and the impact of established and under-negotiation Bilateral Investment Treaties (BITs) between foreign nations and the PRC. The course will focus on specific aspects of the “public” (listed) Chinese corporation, and the direct impact of the domestic and global capital markets – and transnational or “foreign” securities regulation/corporate governance norms – on corporate governance in China, the crafting of formal law and regulation, and application of the law via both public and private enforcement. The course will address the ever-increasing interaction between PRC firms and asset groupings with external (foreign) – including U.S. -- legal and regulatory systems and radically different political economies. These topics will be considered in the context of the PRC’s thoroughgoing economic system transition over the past 40 years, from a state-owned, centrally-planned, economy to something more closely resembling a capitalist market economy albeit with heavy state involvement, and the establishment post-1978 of an increasingly developed system of substantive law and regulation and complementary legal institutions. Throughout, students will be exposed to the unique aspects of China’s political economy and business environment through intensive analysis of contemporary case studies. Students would appreciate the complexity of the transition in the People’s Republic of China (PRC) after 1978 from state-owned enterprises into “corporatized” state-controlled (but publicly-invested) firms, and the parallel effect of the PRC’s initial foreign direct investment structures and law on the later formation of China’s company law.

In each case, students will become familiar with these diverse developments and mechanisms so as to inform the broadest possible understanding of the modern corporation – and corporate law – as well as financial law and investment law in the PRC today. Throughout, students will be asked to consider the unique role of formal (business association) law and (financial and investment) regulation in the Chinese context, its interaction with divergent and often more powerful political economic structures, the relationship between corporate law and enterprise efficiency and national economic growth, the ever-changing balance between government control/regulation and autonomy of capital accumulating entities, and the impact of corporate law and corporate governance principles on the development of civil society and “rule of law” in the Chinese world.

Insolvency law is relevant to virtually all aspects of commercial activity. This course consists of three major components of insolvent winding up, rescue and cross-border insolvency. For insolvent winding up, the topics include the initiation and effects of insolvent winding up, assets of the insolvent company, disclaimer, pari passu principle, proof of debts, set-off, avoidance provisions and improper trading. The topics for rescue include informal workout, receivership, judicial management and scheme of arrangement. The part on cross-border insolvency is mainly concerned with examining Singapore’s enactment of the UNCITRAL Model Law on Cross-Border Insolvency.

Cautionary note for students from Civil Law Jurisdictions: a background knowledge of common law subjects is assumed, including contract, tort, equity, and company law.

The objective of this course is to provide students with an understanding of domestic and international sale of goods under the Singapore law. With regard to domestic sales, the course will focus on the Sale of Goods Act. Topics to be studied will include the essential elements of the contract of sale; the implied conditions of title, description, fitness and quality; delivery and payment, acceptance and termination, and the available remedies. With particular reference to a seller's delivery obligations, the course will also cover substantial aspects of the international sale of goods under the common law, such as FOB and CIF contracts and documentary sales. This course will be of interest to students intending to enter commercial practice.

This course deals with the principles and doctrines underpinning the formation and validity of insurance policies. It seeks to help students critically analyse and appreciate the concepts of risk management, the protection of commercial businesses assets as well as the protection of individuals against unforeseen contingencies and losses that may arise.

The topics include nature of general insurance contracts, formation of insurance contracts, peculiar insurance doctrines (such as non-disclosure, warranties and subrogation), claims procedure, doctrine of indemnity and measuring your losses; additionally, the role of Artificial Intelligence in disrupting and interfacing with orthodox insurance principles will also be considered. The techniques of successfully claiming under the policy and contesting the insurer's wrongful denial of claims will be covered ― including the critical analysis of theoretical underpinnings of the important insurance doctrines, the over-arching themes and underlying tensions in the entire sphere of insurance law.

This course will provide a practitioner's perspective on the bread and butter of any transactional practice: mergers and acquisitions (M&A) of non-listed, private companies. It will deal with the structuring of an M&A transaction (the what and why) and provide an overview of the legal basis underlying aspects of documentation (the why and how of documentation).

Many new graduates seem to be unable to see the wood for the trees. They arrive as trainees, with a reasonable grounding in the law, but an inability to apply it to real life situations. The practicalities elude them and they seem to want to follow templates without much understanding of the transaction. This course will attempt to give them a working knowledge of the issues to be considered in structuring a transaction. It will also cover the main features of standard documentation (bearing in mind that there is a discernible industry-standard set of documentation in common law countries) to explain why documents are drafted the way they are.

The course is taught interactively with emphasis on class discussion and collaborative problem solving. PLEASE BE WARNED: This is a fast paced class that requires active participation, drawing on concepts taught in the first 2 year of law school. Content is heavy and the final exam is challenging.

This course is designed to provide an overview of securities regulation, corporate finance, corporate governance and mergers and acquisitions, in Singapore and, where relevant, jurisdictions such as the US, UK, Australia, China and HK. Topics to be covered generally include: regulatory authorities and capital markets; supervision of intermediaries; the "going public" process; legal position of stockbrokers; insider trading and securities frauds; globalisation, technology and regulatory harmonisation; and regulation of takeover activity. In addition, aspects of syndicated loan and bond financing, and securitisation, will be studied in some detail. Students will be expected to use the Internet to search for comparative materials.

Cautionary note for students from Civil Law Jurisdiction: a background knowledge of common law subjects is assumed, including contract, tort, equity, and company law.

This course will be useful for those who want to practise corporate or tax law.

Topics covered include:
- the Singapore corporate tax, GST and stamp duty implications of (a) related party transactions; (b) restructurings and; (c) M&As
- structuring techniques to increase tax efficiency in each of these situations
- selected US corporate tax rules (since the tax consequences of a foreign country will have to be analysed)
- how structuring strategies may be challenged with rules/proposed rules addressing treaty shopping, debt-equity and entity classification hybridity, and other tax arbitrage opportunities

Competition law maintains a close relationship with the field of economics. Expert witnesses are frequently invited to offer economic insights in litigation, and economists often play a pivotal role in shaping both the enforcement and legal framework. This course is designed to provide an overview of the economic considerations which informs the competition laws of key jurisdictions around the world. Issues to be considered include the intellectual movements in competition law, the economics of collusion, joint ventures, mergers and acquisitions, common ownership, tying and exclusive dealing, loyalty rebates, predatory pricing, refusals to deal, vertical agreements, antitrust remedies, and digital platforms. References to Singapore’s competition regime will be made where relevant. No background in economics is required to take the course.

NUS Compulsory Core Law Curriculum or equivalent

Non-law students: Open to students from Business and FASS (Econs majors). Must have completed at least 80MCs (3rd year and above).

The phenomenon of globalization over the last 50 years has been fuelled not just by technological innovation but also legal innovation. However, in 2016, the vote for Brexit in the UK and the election of Mr Donald Trump as the US President, has challenged the movement towards economic integration. Indeed, one of President Trump's first Executive Orders was to cancel the Trans Pacific Partnership Agreement (TPP) that the previous Obama Administration had worked on for 5 years. It is thus, even more important than ever before to understand and appreciate the existing rules so as to promote the rule of law in what may be an increasingly protectionist environment.

The General Agreement on Tariffs and Trade (GATT) and its successor institution, the World Trade Organization (WTO) have attempted to create a system where the rules for the trade in goods and services are clearer and fairer. The legal innovations found in the GATT and subsequent WTO Agreements have also influenced Free Trade Agreements (FTAs) like the TPP and even International Investment Agreements (IIAs).

Fundamental to the WTO disciplines is the principle of non-discrimination. The problem often is, however, what constitutes discrimination, whether such discrimination can be justified and whether non-economic factors such as health and the environment or other public policy considerations can modify the rules. This tension in World Trade Law is a theme in both the disciplines for trade in goods and services as well as the agreements on standards like the TBT and SPS as well as even the trade remedies rules such as Safeguards, Subsidies and Anti-Dumping.