Master in Business Law, Arbitration and ADR

Module I: Business Law

Block 1: Company Law

1. THE COMPANY AND CORPORATE PHENOMENON
   • What type of company should be chosen to start a business?
   • The general company form used in commercial practice.
   • The limited partnership as an investment vehicle.
   • Forms of capitalist organization.
   • Groups of companies.
   • PRACTICAL WORKSHOP.
2. CAPITAL COMPANIES
   • How are they incorporated? Foreign shareholders.
   • Irregularities in incorporation.
   • How to draft the Articles of Association: flexibility and customization.
   • Shareholders’ agreements and disputes.
   • Shares and equity interests. Differences. Limitation or extension of rights. Transfer.
   • Directors and their civil liability.
   • Secretary to the Board of Directors.
   • General Meeting. Challenge of corporate resolutions.
   • Withdrawal and exclusion of shareholders. Conflict and oppression scenarios.
   • PRACTICAL WORKSHOP.
3. CORPORATE TRANSACTIONS
   • Amendments to the Articles of Association. Capital increases and reductions.
   • M&A transactions.
   • Transformation, dissolution and liquidation.
   • Initial public offering.
   • PRACTICAL WORKSHOP.

Block 2: Contract Law

1. Commercial obligations and contracts.
2. Late payment in commercial transactions.
3. The penalty clause.
4. Contractual modifications of liability.
5. Formation of the contract. Vienna Convention and non-uniform law.
6. General terms and conditions of contracts: abusive and void clauses, incorporation rules, content control.
7. National and international commercial sale of goods.
8. Collaboration agreements: commission, agency, exclusive distribution and purchasing, selective distribution, franchising, brokerage.
9. Transport, logistics, deposit and escrow. Uniform and non-uniform law.
10. Means of payment and guarantees. Funds transfers. Payment cards. Electronic money and virtual currencies. Documentary credit. First-demand guarantees. Suretyship. Comfort letter.
11. Electronic contracting.
12. Business collaboration agreements.
13. Lease agreements.
14. Business financing agreements and banking contracts.
15. The insurance contract.
16. Contracting in strategic sectors.
17. Artificial Intelligence and Contract Law.
18. PRACTICAL WORKSHOP.

Block 3: International Commercial Contracts

1. Introduction. Uniform commercial law and non-uniform commercial law. Rules and systematics. Principles of international commercial contracts.
2. International sale of goods. Incoterms, construction of industrial plants, countertrade, international leasing.
3. Financing and means of payment in international transactions. Documentary credits. International transfers.
4. Independent guarantees.
5. International transport of goods.
6. PRACTICAL WORKSHOP.

Block 4: General Competition Law

1. Protection of free competition.
2. The regulation of unfair competition. General clause and acts of unfair competition. Legal actions.
3. Industrial and intellectual property: patents, trademarks, industrial designs and copyright.
4. PRACTICAL WORKSHOP.

Module II: Arbitration and ADR

Block 1: Arbitration

1. Introduction to arbitration
   • Legal nature of arbitration.
   • Types: commercial arbitration, investment arbitration and others.
   • Ad hoc and administered arbitration.
   • Arbitration in law and arbitration ex aequo et bono.
2. The arbitration agreement
   • Concept and functions.
   • Drafting arbitration clauses.
   • Escalation, hybrid and special clauses.
   • Essential elements: seat, language, applicable rules and representation.
3. Arbitral institutions
   • Structure and operation.
   • Comparison between arbitral institutions.
   • Recent developments in institutional rules.
4. Commencement of arbitral proceedings
   • Request for arbitration.
   • Answer and counterclaim.
   • Prima facie review of the arbitration agreement.
   • Advance on costs.
5. Arbitrators
   • Number and nationality.
   • Appointment and confirmation.
   • Independence and impartiality.
   • Challenge, removal and replacement.
   • Arbitral secretary.
6. Jurisdiction of the arbitral tribunal
   • Kompetenz-kompetenz principle.
   • Powers of the arbitral tribunal.
7. Multiple parties and complex proceedings
   • Multiple parties and contracts.
   • Third-party intervention.
   • Consolidation of proceedings.
   • Procedural succession.
8. The arbitral procedure
   • First procedural order.
   • Conduct of ordinary proceedings.
   • Evidence and hearings.
   • Default and closure of the evidentiary phase.
9. Measures in arbitration
   • Interim measures.
   • Preliminary measures inaudita parte.
   • Emergency arbitrator and procedure.
10. Special procedures
    • Expedited and ultra-expedited proceedings.
    • Third-party funding.
11. The arbitral award
    • Time limit, form and content.
    • Interest, costs and fees.
    • Award by consent of the parties.
    • Correction, clarification and supplementation.
12. Effectiveness and review of the award
    • Scrutiny of the award.
    • Custody of the case file.
    • Confidentiality and publication.
    • Challenge, review and annulment.
    • Judicial enforcement of the award.
13. Relationship with state courts
    • Judicial intervention in arbitration.
    • Judicial assistance.
14. International arbitration
    • Soft law and lex mercatoria.
    • Seat of arbitration and international arbitration.
    • Evidence in international arbitration.
    • Enforcement of international awards.
15. Specific areas of arbitration
    • Investment arbitration.
    • Arbitration involving state entities.
    • Administrative arbitration.
    • Corporate and post-M&A arbitration.
    • Intellectual property arbitration.
    • Construction and engineering arbitration.
    • Energy, banking and insurance arbitration.
    • Aeronautical and hotel-sector arbitration.
    • Environmental and new technologies arbitration.
16. Advanced issues
    • Confidentiality in arbitration.
    • Procedural incidents.
    • Prejudicial issues.
    • Calculation of damages and company valuation.
    • Drafting pleadings and evidentiary strategy: Redfern schedules and evidence charts.

Block 2: ADR

1. Introduction to ADR
   • Overview of alternative dispute resolution methods.
   • Regulatory framework and recent reforms.
2. Negotiation
   • Negotiation methods.
   • Harvard method.
3. Mediation
   • Concept and typology.
   • Domestic and international mediation.
   • The role of the mediator.
   • The lawyer in mediation.
   • Court-connected mediation.
   • Singapore Convention and enforcement.
4. Other ADR mechanisms
   • Conciliation.
   • Dispute Boards: theoretical and practical overview.
   • Expert determination.
   • Collaborative law.
   • Hybrid methods.

Block 3: Dispute Resolution in Practice

1. Simulation of arbitral proceedings
   • Drafting the request for arbitration and the answer.
   • Procedural and evidentiary strategy.
2. Sector-specific case studies
   • Construction and engineering arbitration.
   • Corporate and M&A arbitration.
   • Insurance arbitration.
3. Preparation and resolution of disputes
   • Full development of simulated proceedings.
   • Dispute resolution through different ADR methods.

Soft Skills

1. Professional skills
   • Legal drafting.
   • Public speaking and argumentation.
   • Procedural strategy.
2. Legal English
   • Terminology and practice in international arbitration.