The aviation industry enables over 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 (coming out of COVID-19) continues 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.

To provide law students who intend to read commercial law electives with a foundation in accounting, finance and other related business concepts.
Students will learn how to interpret and analyse financial statements, the different types of financial instruments offered by financial markets, and the basic workings of the investment market. The course will employ a simulation model in which students are to advise on the acquisition and disposal of assets by a hypothetical client. The key issues covered in the hypothetical scenario will include asset valuation models, financing options and techniques, and compliance with accounting and regulatory frameworks.
In addition, students will have a chance to apply these concepts through a service-learning project, create a start-up business or act as a portfolio equity analyst/fund manager.

This course will introduce students to the fundamental legal concepts and principles relating to Chinese corporate and securities law. The principal objective of this course is to provide an understanding of the various legal and practical issues involved in doing business and obtaining financing in China. Major topics to be covered include: types of business vehicles, formation of companies, corporate governance, IPOs, corporate finance, private equity and venture capital investments, stock market, as well as securities regulation in China. The course will also draw on relevant comparative perspectives from major jurisdictions.

Commercial conflict of laws is a significant area of legal scholarship and practice. The chief aim of the course is to examine the foundational principles of commercial conflict of laws in Singapore. First, the course identifies and assesses the set of rules based on which Singapore courts decide whether to entertain international commercial disputes. Second, the course outlines the provisions based on which Singapore courts determine the law governing the parties’ cross-border disputes. Finally, the course outlines the rules according to which courts in Singapore give effect to foreign judgments.

This course will focus in detail on the instances in which resort to conflict of laws is necessary in the international arbitration context. The objective of this course is to allow participants to realise on how many occasions both State courts and arbitrators will need to apply a conflict of laws analysis despite the claim that conflict of laws issues are not relevant in the international commercial arbitration context. Participants will first be taught to identify what conflict of laws rules may apply and will then be given hypothetical cases and will be asked to critically examine whether a solution can be found that does not require a conflict of laws approach.

The objective of this course is to introduce students to the legal principles that form the foundation of construction law and to the common practical problems that arise in this field. Topics will include: (a) general principles of construction law, including completion, variations, defects, retention and certification; (b) basic provisions of construction contracts; (c) claims procedure & dispute resolution, including adjudication proceedings; and (d) relevant provisions of standard form building contracts. This course will be of interest to students interested in construction practice or being exposed to a practical approach to resolving construction-related issues that arise in the local industry.

The elective course focuses on the legal aspects of corporate finance issues, i.e. raising of funds by a company from the domestic and international markets. Major topics covered include understanding financial statements and financial ratios, equity financing through listing on recognised exchanges (including reverse/backdoor listing and rights’ issue) and debt financing such as syndication loans and bond issues. Advisory Note for students from Civil Law Jurisdiction: Students who have not taken lessons in trust law, contract law and company law from the common law jurisdiction may have difficulty following the course.

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.

This course examines the granting of credit and the taking of security by bank as well as aspects of bank supervision. The course starts with the Part on Bank Supervision and then turns to the discussion of unsecured lending and the Moneylenders’ Act. It then focuses on secured credit. The discussion of the general regulation of the giving of security is followed by an examination of specific security devices, such as pledges, trust receipts, Romalpa clauses, factoring, stocks and shares as security, and guarantees and indemnities. The emphasis throughout is on the commercial effectiveness of the system.

This course aims to equip students with the basic understanding of the law of arbitration to enable them to advise and represent parties in the arbitral process confidence. Legal concepts peculiar to arbitration viz. separability, arbitrability and kompetenz-kompetenz will be considered together with the procedural laws on the conduct of the arbitral process, the making and the enforcement of awards. Students will examine the UNCITRAL Model Law and the New York Convention, 1958. This course is most suited for students with some knowledge of the law of commercial transactions, shipping, banking, international sale of goods or construction.

This course focuses on the nature of risks to foreign investment and the elimination of those risks through legal means. As a prelude, it discusses the different economic theories on foreign investment, the formation of foreign investment contracts and the methods of eliminating potential risks through contractual provisions. It then examines the different types of interferences with foreign investment and looks at the nature of the treaty protection available against such interference. It concludes by examining the different methods of dispute settlement available in the area. The techniques of arbitration of investment disputes available are fully explored.

International investment law is currently the most prominent, dynamic, and profiled branch of international law. The protection of foreign investment is multifaceted, and is governed by contract law and international law. This course covers the foundations of international investment law, as well as its transmission and entrenchment through arbitration. It equips students with the necessary and cutting-edge knowledge of a highly specialised field.

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 examines how public and private laws shape the financial system’s response to sustainability crises like climate change and biodiversity loss. It covers new legal regimes seeking to align the financial system with sustainability goals (e.g. climate-related financial regulations). It also considers how incumbent laws governing financial institutions (e.g. fiduciary duties) shape sustainable investment approaches. Students explore new legal issues facing both private financial institutions (like pension funds asset managers) and public ones (like sovereign wealth funds and development banks). While global in scope, the course pays particular attention to developments in the Asia Pacific.

This course aims to explore the interaction between legal institutions and economic/business development in Greater China (i.e. China, Taiwan, HK), with focus on China. How has China been able to offset institutional weaknesses at home while achieving impressive economic results worldwide? Have China’s experiences indicated an unorthodox model as captured in the term “Beijing Consensus”? To what extent is this model different from East Asian models and conventional thinking in economic growth? This course reviews theories about market development in the context of Greater China, including securities, corporate regulations, capital markets, property, sovereign wealth funds, foreign investment, and anticorruption etc.

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 an emphasis on class discussion and collaborative problem solving.

PLEASE BE WARNED: First, this is a fast paced class that requires active participation, drawing on concepts taught in the first 2 years of law school. Secondly, content is heavy and the final exam challenging.

This course is designed to provide an overview of securities regulation, 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.

As the saying goes, the only two certainties in life are death and taxes. Tax permeates and affects all aspects of human and business conduct – shaping every deal and transaction, and influencing the setting up, financing, and operation of every business venture. This foundational course focuses on the two most important taxes – income tax and GST (accounting for about ¾ of our total tax revenues). It will acquaint participants with a basic working knowledge of the most common tax issues faced by both businesses and individuals. The first part of the course focuses on GST, and how GST is imposed on an increasing number of platform transactions in our daily lives as well as on digital assets. The second part deals with the income tax implications of typical decisions in the lifecycle of a business. Issues examined include tax implications on sole proprietorship vs partnership vs company; how is offshore income taxed in Singapore; is debt or equity more tax efficient?; how to maximise deductions and allowances to minimise taxes?; when does tax planning become avoidance or evasion?; as well as common legal and evidential issues in tax litigation. Other topical issues include the economics of taxation, and the trends and reforms in international tax. The course is particularly useful for those interested in commercial law, transactions, wealth planning, in-house advisory, and economic policy. No tax knowledge is assumed, and participants are not expected to make tax computations.

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

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. With the recent re-election of Mr Trump it is likely that there will be an even greater pushback on globalisation and multilateral trade. It may therefore be 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). Even if the Trump Administration hobbles the WTO, the same textual rules will continue to exist in FTAs and IIAs and therefore will need to be understood and applied.

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.