Jurisprudence - profiling: International Business Law

Implementation of international treaties in the national legal system

1st semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. International Treaty as a Source of Law

System of sources of international law. International treaty and other sources of international obligations. Notion of an international treaty. Types of international treaties. Title, structure and language of an international treaty through the lenses of its implementation. Legally binding force of international treaties. Consent to be bound by an international treaty and its procedural aspects specifically relevant to further proper implementation. Separation of powers within the national legal system and consent to be bound by a treaty. Temporal and territorial scope of application of international treaties. Provisional application of treaties and internal law of a state.

Topic 2. Pacta sunt servanda and National Law

Principle pacta sunt servanda and its contemporary meaning. Non-compliance with treaty obligations and international responsibility. The characterization of an act of a State as internationally wrongful under international law (notwithstanding its characterization by national law). National law and its role in observance of treaties. Obligation to adopt the implementing legislation vs. the need to adopt such a legislation. National law as fact.

Topic 3. Implementation of International Obligations. Relationship between International and National Law

Compliance, enforcement and implementation of international treaties. Components of international treaties implementation. International level of implementation of international treaties. International implementation mechanisms and national legal order. Relationship between international law and national law, interaction between the two. Monism and dualism theories and their role in explanation of the relationship between rules of different legal systems in practice.

Topic 4. Modes and Mechanisms of Implementation of International Treaties within a Domestic Legal Order

National level of implementation of international law. Transformation and incorporation approaches to implementing international treaty obligations within domestic legal orders. Self-executing and non-self-executing international treaties. Legislative mechanism. Organizational mechanism. Administrative measures and policies. Legislative approaches to hierarchy of legal norms (international and national) within domestic legal system. Status of treaties in the municipal legal order. Application of international treaty norms within domestic legal orders.

Topic 5. Implementation of International Treaty Obligations in Practice: Identification and Choice of the Applicable Norm

Legal basis for application of an international treaty in a domestic court. Conflicts of norms. Hierarchy of rules of international law. Hierarchy within the international treaty norms: approaches within international and national legal orders. Application of international treaties with reservations. Reservations concerning conformity of obligations under the treaty with national law. Implementation of amended or modified treaties. Application of successive treaties relating to the same subject matter.

Topic 6. Interpretation of an International Treaty in the Process of its Implementation

Notion, modes and approaches to interpretation of legal norms. Subjects of interpretation in international and municipal law. Interpretation of international treaties under the Vienna Convention on the Law of International Treaties. General rule of interpretation of international treaties. Object and purpose of the treaty. Context of the treaty. Subsequent practice in the application of the treaty and subsequent agreements regarding the interpretation of the treaty. Supplementary means of interpretation of international treaties. Interpretation of international treaties as part of a national legal system. Practice of interpretation of international treaties by domestic courts in different countries.

Institutional law of the Union State, EAEU and CIS

1st semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. Regional Integration: concept, models (stages), institutional and legal aspects

Union State, Eurasian Economic Union (EAEU), Commonwealth of Independent States (CIS) as classic examples of regional integration entities.

Regional integration as a process and an end product. The concept of regional integration from the perspective of politics, economics and jurisprudence.

Key functions of regional integration initiatives. Regional integration (regionalization) v. global integration (globalization). Advantages of regional integration.

Conclusion of treaties and creation of international institutions as two basic mechanisms of regional cooperation/integration between sovereign states. Models (stages) of regional integration: preferential tariff system, free trade area, customs union, common market, economic (and monetary) union, political union.

Integration among states and creation of intergovernmental entities (organizations). Legal status of intergovernmental organizations: international personality, capacity, competence (powers). Sovereignty and international legal capacity of states, participating in intergovernmental entities (organizations). Realism v. Functionalism. Intergovernmentalism v. Supranationalism.

Topic 2. Regional integration in post-soviet area: historical andpolitical developments, legal and institutional features

Post-Soviet integration: history and evolution, current developments.

The Union of Soviet Socialist Republics as a predecessor of regional integration entities across the Eurasian area. Dissolution of the Soviet Union and creation of the CIS: prerequisites and legal consequences.

Other models of cooperation between post-Soviet countries (Union State, EAEU, Organization of Central Asian Cooperation, Collective Security Treaty Organization, GUAM Organization for Democracy and Economic Development): historical developments, general overview and distinctive features.

Participation of some post-Soviet countries in the Shanghai Cooperation Organization as member states (Kazakhstan, Kyrgyzstan, Russian, Tajikistan, Uzbekistan), observer states (Belarus) and dialogue partners (Armenia, Azerbaijan).

Topic 3 .The commonwealth of independent states: origins and development, legal nature and institutional structure

The CIS as a basic integration model of the post-Soviet countries: history, evolution, purposes and principles, current developments and features. Agreement establishing the CIS, Alma-Ata Protocol and Declaration (1991). CIS Charter (1993).

Voluntary nature of states’ participation in the CIS. Political independence, sovereign equality and non-discrimination of the CIS member states. The CIS as an intergovernmental organization. International legal personality, capacity and competence of the CIS.

Membership of states within the CIS: original (founding), affiliated, full, associated members and observers. The member states as constituent authority and actors in decision-making within the CIS.

Main areas of cooperation between the CIS member states. The concept of multi-level and multi-speed integration of the CIS countries.

The CIS organizational structure: statutory, sectoral and other bodies. Balance between the institutions.

Looking to the future: The Concept of further development of the CIS and Plan of basic activities for its implementation (2020).

Topic 4. Contemporary legal system and dispute resolution within the commonwealth of independent states

The CIS law as a part of international law and a regional legal system, its structure and sources. The nature of the CIS law and the hierarchy of its sources. The content and relationship between CIS constituent documents.

The decision-making process within the CIS. The types and features of the legal acts of the CIS bodies. The role of the CIS institutions in law-making and harmonization of national laws within the CIS.

The settlement of disputes within the CIS. The competence of the Council of Heads of States in relation to the settlement of disputes between CIS Member States.

The CIS Economic Court: history, legal basis, composition, competence. Case- law of the CIS Economic Court: decisions on disputes (judgments) and interpretation of treaties and acts of CIS institutions. The idea of modernization of the CIS Economic Court.

Topic 5. The Union State: origins and development, legal nature and institutional structure

The evolution of integration relationships between Belarus and Russia: Community (1996), Union (1997), Union State (1999). Declaration on further unification between Belarus and Russia (1998). Treaty on equal rights of citizens (1998). Agreement on the establishment of equal conditions for business entities (1998).

The purposes and principles of the Union State, its basic characteristics and attributes.

The legal status of the Union State as a “new stage in the process of unification of the peoples of the two countries into a democratic state ruled by law”. The separation of powers between Union State and its member states.

The citizenship of the Union State and its features. The basic rights of citizens of the Union State.

The Union State institutional structure. The composition and competence of the Supreme State Council, Parliament, Council of Ministers, Court, Board of Auditors. The balance between the institutions.

Looking to the future: key perspectives of the Union State.

Topic 6. Contemporary legal system and dispute resolution within the Union State

The legal system of the Union State: concept, structure and sources.

The Treaty 1999 as a fundamental basis of the Union State legal system. The perspectives for the adoption of the Union State Constitutional Act as well as the Union State Constitution. The Member States and the Union State organs as main actors in a decision-making process within the Union State.

Laws, Fundamentals of legislation, decrees, regulations, directives, resolutions as basic legal acts of the Union State institutions and their hierarchy. The procedure of a law-passing within the Union State.

The settlement of disputes within the Union State. The composition, competence, decisions and legal basis of the Union State Court.

Topic 7. The Eurasian Economic Union: origins and development, legal nature and institutional structure

The EAEU as an international organization of regional economic integration: history, evolution, principles of functioning and objectives. Eurasian Economic Community as a predecessor of the EAEU. The jurisdiction (competence) and legal nature of the EAEU. The legal basis for creation of the Customs Union and Single Economic Area within the EAEU. Current developments within the EAEU.

The EAEU institutional structure. The composition, powers and competence of the Supreme Eurasian Economic Council, Intergovernmental Council, Eurasian Economic Commission, Court. The balance between the institutions.

Membership of states within the EAEU and enlargement process. The chairmanship within the EAEU.

Topic 8. Contemporary legal system and dispute resolution within the Eurasian Economic Union

The EAEU law, its concept, structure and sources. The hierarchy of sources of the EAEU law.

The Treaty 2014 as a fundamental basis of the EAEU legal system, its structure and main content. The legal instruments for cooperation within and outside the EAEU: international treaties within the Union, international treaties of the Union with a third party, legal acts of the EAEU bodies/organs.

The law-enforcement and policy-making within the EAEU. The coordinated, agreed and common policy of the EAEU member states in the economic sectors. Harmonization and unification of legislation.

The settlement of disputes within the EAEU. The EAEU Court as a permanent judicial body of the Union: history, mission, composition, competence/jurisdiction, internal organization, rules of procedure.

Acts of the EAEU Court: decisions on disputes, advisory opinions following a request for clarification, judgments on procedural matters of the Court. The mechanism of execution of acts of the EAEU Court.

International commercial law

1st semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. International Commercial Law: concept, nature, sources, international organizations

International Trade Law and International Commerce Law: aims, subject. Historical Overview of International Trade Law.

Sources of international sales law: international treaties, supranational rules, international customs and recommendations. Lex mercatoria i

International trade organizations.

Topic 2. United Nations Convention on Contracts for the International Sale of Goods 1980

The Vienna convention of 1980 as uniform substantive law: unification of the legal regime for the international sales of goods as a purpose of the Vienna con- vention of 1980. Material scope of the Convention: the concept of the sale of goods. the place of business.

Form of the contract. Limits to the principle of freedom-from-form- requirements.

Formation of the contract. an offer: requirement to indicate the goods and in- tention of the offeror. counter-offer. the time of conclusion of a contract.

Rights and obligations of the parties. standards relating to the goods’ quality, function and packaging. Examination of the good and notice of the lack of conformity. Period for the examination. Obligation to give a notice.

Buyer’s remedies for breach of contract by the seller. Obligations of the buyer. Price of the contract. Seller’s remedies for breach of contract by the buyer.

Passing of risk. Damages. Force-majeure.

Topic 3. Lex mercatoria: INCOTERMS 2020

The history, the legal nature, the overview and the goals of INCOTERMS.

The material scope of INCOTERMS. The structure of INCOTRMS. The general characteristics of the INCOTERMS 2020’ clauses.

The form of agreement on the use of INCOTERMS in the contract.

Topic 4. Lex mercatoria: UNIDROIT Principles of International Commercial Contracts 2016

The history, the legal nature, the overview and the goals of UNIDROIT Principles of International Commercial Contracts 2016.

The material scope of UNIDROIT Principles of International Commercial Contracts 2016. The structure of UNIDROIT Principles of International Commercial Contracts 2016. The general characteristics of the UNIDROIT Principles of International Commercial Contracts 2016’ clauses.

The form of agreement on the use of UNIDROIT Principles of International Commercial Contracts in the contract.

Topic 5. E-commerce in international relations

E-conuuerce International Legislation. Model Law on Electronic Commerce (UNCITRAL MLEC, 1996). Resolution of the UN General Assembly A/51/628 of 1997. the E-commerce Agreement Recommendation No.31, UN/CEFACT (Electronic Commerce Agreement, 2000). WTO Geneva Ministerial Declaration on Global Electronic Commerce 1998.

EU Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (Directive on electronic commerce). The Digital Single Market and the e-Commerce Directive. The Digital Services Act. Compulsory information for customers. GDPR.

The China E-Commerce Law 2018; the scope, tax obligations, rules to protect IP rights, fair competition obligations, requirement to disclose accurate product/service iiJormation and to avoid engaging in misleading and deceptive practices privacy protection.

Topic 6. International Agency Contract. International Distribution Contract

The International Agency Contract: The sources of law, Definition and Structure. Conclusion of Agency Contract. Primary obligations of the Agent. Ad- ditioial obligations of the Agent. Primary obligations of the Principal. Remunera- tion of the Agent. Indemnity for clientele: the EU mandatory law.

The International Distribution Contract: The sources of law, Definition and Structure. The Conclusion of the Distribution Contract. The Primary obligations of the the Disributor. The additional obligations of the the Disributor. The Primary obligations of the Disributor. The Remuneration of the the Disributor. The Clien- tele compensation.

Topic 7. Force-major in international commercial relations

The sources of law of force majeure. Definition of force majeure. The crite- ria of extremeness and inevitability of force majeure events. Confirmation of the existence of force majeure in the case law.

Force majeure as a contractual clause.

Topic 8. Dispute Resolution in international commercial relations

The Definition of Dispute Resolution. The Main Types Of Dispute Resolu- tion: Mediation, Arbitration, Litigation. Defendant and Plaintiff as arties of the Dispute Resolution Prosses.

The Systems of Jurisdiction In The World Practice. The China’s approach.

Regulation (EU) N 1215/2012 of the European Parliament and of the Council of 12 December 2012.

The Period of limitation. The procedure in the court.

The Enforcement ofjudgments in international civil litigation.

Topic 9. International Commercial Arbitration

The Definition of International Commercial Arbitration. The most advanta- geous for international parties aspects of international arbitration.

The most famous international arbitrational centres.

The Arbitration agreement. Components of an arbitration clause.

The Enforcement of decisions in international Commercial Arbitration.

Topic 10. The law governing international commercial contracts

Unification of International Commercial Law. Choice of law prosses as a method of filling gaps of international substantive regulation.

The principle of party autonomy: definition, sources, way of expressing. Exclusions from the principle of party autonomy.

The general rule governing the applicable law in the lack of Party autonomy in contract. The characteristic performance of the contract.

Exclusions from the general rule in China. Exclusions from the general rule in EU.

Applicable law to the consumer contract in EU. Applicable law to the em- ployment contract in EU.

Escape clause.

WTO law

1st semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. International trade and globalisation

The emergence of lntematioiial trade. The advantages and disadvantages of international trade. Trade liberalization or state protectionism. Tariffs and non- tariffs barriers in internatlonal trade. Multllateral tradlng system.

Principles of international trade and World Trade Organization. Sources of the World Trade O•8anization law: the Marrakesh agreement and associated legal instruments included in the Annexes 1-3 of the Marrakesh agreement. Plurilateral trade agreements.

World Trade Organization law in the context of international law and domestic law.

Topic 2. Legal regime of the World Trade Organization

History of the creation of the World Trade Organization. Legal status of the World Trade Organization. Objectives and functions of the World Trade Organization. Membership in the World Trade Organization. Rights and obligations of members of the World Trade Organizatlon.

Institutional structure of the World Trade Organization and decision-making mechanism. Ensuring the states implementation of commitments under the World Trade Organization.

Topic 3. Most favoured-nation treatment obligation

Legal regulation of the most favoured nation treatment obligation under the General Agreement on Tariffs and Trade: article I:1.

Legal regulation of the most favoured nation treatment obligation under the General Agreement on Trade in Services” article II:1 . Exceptions from the most favoured nation treatment obligation under the General Agreement on Trade in Services” article II:1.

Legal regulation of the most favoured nation treatment obligation in other agreements of the World Trade Organization.

Topic 4. National treatment

Legal regulation of national treatment obligation under the General Agreement on Tariffs and Trade: Article III, Article III:2, first and second sentence, Article III:4.

Legal regulation of national treatment obligation under the General Agreement on Trade in Services: Article XV11.

Legal regulatlon of the national treatment obligation in other agreements of the World Trade Organization.

Topic 5. Most favoured-nation treatment obligation and national treatment obligation exceptions

General exceptions under the General Agreement on Tariffs and Trade: Article XX.

General exceptions under the General Agreement on Trade in Services: Article XIV.

Security exceptions: Article XXI of the General Agreement on Tariffs and Trade, Article XIV bis of the General Agreement on Trade in Services.

Economic emergency exceptions: Article XIX of the General Agreement on Tariffs and Trade and the Agreement on Safeguards.

Regional integration exceptlons: Article XXIV of the General Agreement on Tariffs and Trade, Article V of the General Agreement on Trade in Servlces.

Balance-of-payment exceptions: Article XII and XVIII of the General Agreement on Tariffs and Trade, Article XII of the General Agreement on Trade in Services.

Economic development exceptions: infant-industry protection and Generalised System of Preferences exceptions.

Topic 6. Protection of a domestic producer under the World Trade Organization

Antl-dumping procedure in the WTO, including determination of dumping, injury, demonstration of the casual link. Anti-dumping investigation. Application of anti-dumping measures to protect the domestic industry. Special and different treatment for developing countries.

WTO law on subsidies and subsidized trade, including determination of subsidization, prohibited subsidies, actionable subsidies. Countervailing measures under the WTO law. Special and different treatment for developing countries.

Topic 7. WTO law on subsidies and subsidized trade, including determination of subsidization, prohibited subsidies, actionable subsidies. Countervailing measures under the WTO law. Special and different treatment for developing countries.

Objects and purpose of the WTO dispute settlement system. Procedural issues of trade disputes settlement in the WTO. Rules of interpretation and burden of proof. Parties to the WTO trade dispute settlement. Jurisdiction of the WTO trade dispute settlement system. “Political” mechanism of the WTO trade dispute settlement. WTO trade dispute settlement by the quasi-judicial bodies. Monitoring the implementation by states of the decisions of the WTO panels and the Appellate Body. Remedies for breach of the WTO law.

Modern problems and methodology of legal science

2nd semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Section 1. Problems of Subject Matter, Object and Methodology of Legal Science

Topic 1.1. Jurisprudence in the system of scientific, educational and practical activities.

Truth as a phenomenon and its criteria. Scientific and non-scientific, theoret- ical and empirical, rational and non-rational, historical and logical in truth. Knowledge and ways of its reception, reproduction, verification and falsification (cognition). The problem as a source for seeking new knowledge. Knowledge, cognition and control. Explanation and understanding. Worldview conditionality of knowledge, cognition and management. Reality, man and his being as key ele- ments of worldview and cognition. Conceptualization of reality and its theoretical modeling.

Scientific knowledge as a socio-cultural phenomenon and its connection with management. Natural sciences, social sciences and humanities. Nomothetic and ideographic sciences. Disciplinarity and interdisciplinarity of science. Subject- object scheme of scientific knowledge. The object of research and the subject of science. Object of research as a fragment of reality. Subject of science as a theoret- ical model of research object.

Intra-scientific and socio-cultural factors of science development. Main models of dynamics of scientific knowledge. Scientific rationality and its types, scientific paradigms, scientific pictures of the world. Continuity in the develop- ment of scientific theories. Main concepts of science.

Jurisprudence as a system of multilevel knowledge about the state and law and activity in the sphere of law. Truth in jurisprudence. Scientific and non- scientific ways of obtaining, reproduction, verification and falsification of knowledge about the state and law. Worldview, civilizational, cultural and other conditions of jurisprudence. The place of theoretical ideas about power, state and law in the system of sciences. Man and his being as a key element of worldview and jurisprudence. Modern problems ofjurisprudence.

Main models of dynamics of scientific juridical knowledge. Juridical knowledge and legal understanding in types of scientific rationality. Historicism, axiomatism, axiological character and default in jurisprudence.

Jurisprudence as activity of scientific communities. Conventionalism, parti- sanship and ideology in jurisprudence. Human rights and rule of law as manifesta- tions of modem conventionalism.

Legal and extra-legal researches of power, state and law. Extra-legal phe- nomena and their reflection in jurisprudence, state and law. Object and subject def- initions of jurisprudence, multidimensionality, boundaries and peculiarities. Reali- ty of law. Notions and categories ofjurisprudence and their genesis.

Ideographic and nomothetic in legal science. Place and role of legal science in the system of socio-humanitarian knowledge and social management. Practical, theoretical and educational in jurisprudence. Paradigms and stages of jurisprudence. Problem of criteria of truth of legal theory. Historical dimension of juris- prudence, state and law. Worldview conditionality, historicity, axiomaticity and concealment in jurisprudence.

Philosophical and methodological framework of jurisprudence. Cumulative and paradigmatic models of legal science development. Intra-scientific and soci- ocultural factors of evolution of jurisprudence. Phenomenological, hermeneutic and communicative character of legal science.

Topic 1.2 Object and subject of theoretical jurisprudence in the context of social and humanitarian knowledge and social management. The method- ology of theoretical jurisprudence.

The methodology of social and humanitarian knowledge. Structure of meth- odology (scientific picture of the world, methods, standards, settings, defaults, etc.). Interrelation of object, subject, and methodology. Multilevel methodological analysis. Empirical, theoretical, practical and socio-cultural levels of knowledge. The general and disciplinary in methodology.

Method and methodological approach in scientific research. Theory and re- search approach. The structure and functions of scientific theory. Methodological and content-theoretical approaches. Plurality of approaches in research. Competi- tion of methods and research programs in jurisprudence. Problems of classification of methods. Methodological significance of categories "time", "progress" and "de- velopment".

The methodology of jurisprudence. Worldview, general scientific and legal proper in the methodology of jurisprudence. Problem of continuity and "incom- mensurability" of legal theories. Juridical science, legal technique and law en- forcement activity. Values and worldview, instrumental and dogmatic levels ofju- risprudence. Holism and complementarity in methodology of legal science. Plural- ism and complementarity of methods in jurisprudence. Interdisciplinarity of mod- ern jurispmdence.

Gnoseological and instrumental, scientific and philosophical aspects of ju- risprudence methodology. Philosophical, metascientific and private scientific means of cognition of law. The system of methods ofjurisprudence. Special legal means of cognition of law. Methods of other sciences in legal research: opportuni- ties, restrictions and problems. Axiology and goal-setting in society and socio- cultural determinacy of cognition of statehood and law.

Ontological approaches in law cognition (psychological, sociological, an- thropological, systemic, genetic, activity, etc.). Synthesis and correlation of meth- odological approaches.

Jurisprudence in the logic of closed and open systems. Simple and complex systems in jurisprudence. The use of Giidel's theorem in understanding legal reali- ty.

Topic 1.3. The state and law as elements of global systems. World- system analysis in jurisprudence.

A broad and narrow approach to the study of the state and law. The condi- tionality of the state and law by non-legal factors. The state and law as phenomena rejecting the essence of social management in the context of external challenges facing society. Rejection of economic, technological, environmental, geograph- ical, national and other external factors in the essence of the state and law.

The world is a system as a long-term historical system. The main approaches to understanding and the essence of the world-system. The world-system and the world-economy. General characteristics of the capitalist world economy and its current global crisis. The state and law in the capitalist world-system. Core, pe- riphery and semi-periphery as the basic characteristics of the state in the world- system. Features of state policy and economic de-terminism. State, law and techno- logical structure. Law as an instrument of state regulation.

Geoculture of the world-system: concept and essence. General characteris- tics of the legal aspects of the geoculture of the capitalist world economy.

Topic 1.4. Worldview research program in law.

Worldview as a comprehension and understanding of the existence of collec- tive and individual subjects, the structure of the worldview. Worldview as a limit, direction and method of knowledge search. Rational and extra-national, natural and accidental in the worldview. The place of knowledge about society in the worldview.

Man and his being as a key element of the worldview. Anthropological, axi- ological, normative and subjective in the worldview. Reality as a challenge to the worldview, the transformation of worldview axioms under the inEuence of reality and the transformation of reality under the influence of worldview axioms.

Worldview research program. Marginal and non-marginal phenomena in the worldview research program. Religion, anthropology, axiology, historiosophy and geoculture as separate phenomena: general characteristics of methodological axi- oms. The interdependence of the main directions of the worldview research pro- gram. Meaningful and instrumental in the worldview research program.

The religious dimension of the worldview research program. Historiosophical determinants in the development of the state and law. Psychohistorical problems and interactions in the state and law.

A person as the main subject of social life and legal science. The main ap- proaches to understanding a person in law. A person as a subject of law. A person as a person and a person. Identification and self-identification of a person in rela- tion to collective subjects.

Anthropology as a system of axiomatic ideas about a person, his place in the World and proper (inappropriate) ways of social existence. Biological, ideological and socio-cultural anthropological strategies in jurisprudence. Anthropological and legal subject and methodological phenomena: general characteristics.

Christian anthropology and its reflection in the political and legal sphere. The crisis of the Western understanding of man. The value-anthropological conPict of liberalism and tradition.

Axiology as a system of ideas about the initial values and interests that de- termine the essence of the state and law. Hierarchy of values. Value and interest as the key categories of human existence. Values in law. Legal values. The value of the right.

Topic 1.5. The subjective approach in jurisprudence.

The genesis of the subjective approach and its connection with post-non- classical scientific and managerial rationality.

A subject in legal science. The state as a carrier of public power. Collective and individual subjects. Communication of subjects in legal science, values, inter- ests and goals of subjects. Diversity of subjects. The Church as a subject of public power. Quasi-state entities. The historical transformation of the subjects of public power and its connection with the foims of the state.

The activity of the subject to transform the world and its understanding in legal science. Chaos and instability as conditions of the subject's existence. Global- ization and its political and legal characteristics. The subject of public power and inter(inter)the subject system. The spatial dimension of pub-personal power. Impe- rial, great-power and local subjects: basic models and patterns of interaction.

The subject as a spatially deteimined phenomenon with a name, which builds a normative system for itself and others and exists within the framework of this normative system. Law as a self-regulating tool of subject self-organization. Instrumental measurement of law as an integral element of the subjective approach and as an independent methodological phenomenon.

Topic 1.6. Geomeasurement in the knowledge of the state and law.

Space in law. Spatial determinacy of the state and law. The main spatial pa- rameters that affect the state and law. The genesis of approaches to understanding space in jurisprudence.

Geo-measurement as a generalizing category that characterizes the spatial existence of the state and law.

Geopolitics, geoeconomics, geoculture and geoconcepts as external systems that determine the state and law.

Geo-measurement of the Belarusian statehood. The main geo-concepts relat- ed to the Belarusian statehood: general characteristics and interaction. The territory of Belarus in the geo-concepts of other subjects of public power.

Section 2. Theoretical, legal and methodological problems of transformation of state institutions.

Topic 2.1. Theory of power and the transformation of state institutions.

The concept of power. Direct and indirect power. Power and norms of the constitution. The transformation of power in historical time. The concept of the in- stitution of the state in time. Levels of authorities and their transformation. Lower and upper power. The form, essence and legal content of state institutions in dy- namics. Carriers of state power. The hierarchy of power and the structure of the ethnic society. Power in the period of culture and civilization. Reference ideas about the state. The ideocratic nature of power. Socio-cultural integrity and trans- formations in a long duration, the supersystem of states and the state-world and their transformation. Imperatives of behavior and dominants in the transformation of state institutions.

The theory of the separation of powers and the institutions of the state. The form, the essence of the legal system and the institutions of the state in time. Static and dynamic processes in the transformation of state institutions.

Topic 2.2. Theoretical and legal problems of the form of governance.

Problems in the classification and systematization of foxms of governance of the state. Transfoimation of the forms of states. Relativism in the assessment of their forms in socio-cultural systems. The essence and content of power and the methodology of the study of forms of governance. The problem of forms of the state and the model of government. The diversity of forms of governance and eth- nic cultures. Legitimacy and legality. Types of forms of governance and regimes of power. The state structure as a multi-level system. Territorial formations of forms of governance and their combinations. Cultural values and ideals of the form of governance. Components and factors determining the form of governance. The type and quality of the ruling selection and the form of governance.

Topic 2.3. Theoretical and methodological problems of the correlation of legal and political regimes.

The legal regime and the political regime. Factors affecting the regime. The culture of public competition and democratic values. The regime of power: the le- gal and actual relationship. State regime and political regime. Factors affecting the regime. The culture of public competition and democratic values. The leading layer and the ruling group and their reflections in the form of government and the state regime. The Constitution and the ruling selection. Ideals and selection. The doc- trine of selection. Imperatives of behavior and ruling selection. Factors affecting the selection system. Anonymous dictation and totalitarian public opinion averag- ing. The norms of the Constitution and variations of the actual regime of power. The problem of perception of one's own and others from the point of view of the regime of power.

Topic 2.4. Theoretical and legal problems of the state structure.

Types of power. The state structure and regime in historical time and space. The Federation is formal and real. Problems in the classification and systematiza- tion of forms of government. Dynamics of the forms of the state. Relativism in the evaluation of their forms. The essence and content of power and the methodology of its cognition. The problem of the forms of the state and the model of the state structure. The variety of forms of state structure and socio-cultures. State structure and regime in time. The state device as a multi-level system. Territorial formations and their combinations. The doctrine of the federal structure. The Federation is formal and real.

Topic 2.5. Theoretical and legal problems of the territory of the state.

The concept of territory. Types of territories and the legal regime. Power and the legal and physical space of the territory. The power and territory of the state. Patrimonial theory of the state. Geographical space. The territory of the state and the conditions of local development. Images and reality. Physical space and geopo- litical space. Limitrofs. Homogeneous and heterogeneous territories, properties and characteristics. Territory, culture, and zone of inEuence. The multidimensional ter- ritory of the state. Geopolitical autonomy. Multi-territorial and single-territorial States. Territorial types of states: state-village, state-land, state-kingdom, state- world. Political geography and geo-politics. The ratio of ethnos and landscape in historical time: reconstruction, maintenance, adaptation. The era of the subsurface dictatorship and the sphere of influence. The legal and actual field of the territorial sovereignty of the state.

Topic 2.6. Legal and juridical doctrine in the system of state institutions.

The concept and correlation of legal and legal doctrine. The term doctrine in legal science. Legal and legal doctrine in the system of state institutions. Legal doctrine as the value of an ideal and a legal regulator. Complication and simplifica- tion in the legal doctrine. Types of doctrines. Legal demagogy. A formal doctrine. Anti-system and negative legal doctrine. Legal doctrine and political decisions. Re- ligious doctrine. Goal-setting in the doctrine. Legal doctrine in the construction of state institutions. Legal doctrine in the period of culture and civilization. Legal doctrine in the strategy and tactics of public policy and decision-making. Trans- formation of the legal doctrine. Legal doctrine and ideology.

Law-making of representative, executive and judicial authorities

2nd semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Section 1. Theoretical foundations of lawmaking activity

Topic 1.1. Formation of law: basic processes and terminology

Introduction to the course. The relevance of the lawmaking process for the Republic of Belarus. Historical development of the institute of lawmaking in the Republic of Belarus.

The concept of lawmaking. Lawmaking and the process of lawformation. Correlations of the concepts of “lawmaking” and “lawformation”. Lawmaking as a form of state activity. Multidimensional understanding of lawmaking activity. The correlation of the concepts of "lawformation", "rulemaking", "lawmaking". Factors that determine the lawmaking process

Principles of the lawmaking process: general and special (scientific, democracy, legality and constitutionality, humanism, professionalism, sovereign equality of states, universal respect for human rights, conscientious fulfillment of international obligations, etc.).

Subjects of lawmaking. Lawmaking of state organizations. Lawmaking of non-state subjects. Direct lawmaking of the population. Lawmaking of international organizations.

Forms of lawmaking. Lawmaking competence. Direct lawmaking activity. Delegation. Authorization and its forms. Authorization of customs. Authorization of corporate norms. Conclusion of normative agreements.

Stages of lawmaking. The content of the lawmaking process. Criteria and methods for evaluating the effectiveness of the lawmaking process. The concept, purpose and objectives of legal monitoring. Legal and criminological expert examination of draft normative legal acts in the mechanism of legal monitoring.

Topic 1.2. Forms of law as a result of lawformation: basic concepts and regularities of formalization

Forms of law as a result of lawformation. Problems of legal understanding in connection with the study of forms of law. The concept of the form of law and the source of law. Natural law: forms and sources. The system-hierarchical nature of the forms and sources of law. Types of forms of law in the Republic of Belarus.

Normative legal act in the system of forms of modern Belarusian law. Classification of normative legal acts of the Republic of Belarus. Legal force of normative legal acts. Problems of implementation of normative legal acts.

Legal agreement as a form of law. The difference between legal agreement and a normative legal act. The difference between a normative agreement and an individual agreement is in the mechanism of legal regulation.

Custom as a form of law. The scope of application of legal custom in the Republic of Belarus. Usually imposed requirements in the field of civil relations as a modification of legal custom. The secondary and subsidiary nature of the legal custom. Continuity in law.

Forms of modern foreign law. Forms of Romano-Germanic law. The conditionality of the system of forms of law by the peculiarities of the formation and development of the Romano-Germanic legal family. Forms of Common law. The specific features and peculiarities of the Common law system that determined the legal nature and features of its forms. Forms of religion-based, traditional (African) and Far Eastern (Chinese, Japanese) legal systems: a general overview. The formation and content of European law. Unification of law. Interaction of national legal systems in the sphere of lawmaking.

Topic 1.3. The lawmaking function of the state. The Head of the State as a subject of lawmaking

Legal technique, language and terminology of legislation. Legal concepts and terms. Legal definitions. The meaning of legislative definitions. Norms - definitions in the legal system of the Republic of Belarus. Legal terminology as a result of changing social relations. Sources of legal terminological apparatus.

Features of the language of the law. Principles and language requirements of the legal terminological apparatus. Concepts and terms that came to jurisprudence from special fields. Foreign terms in the current legislation. Written and oral speech of a lawyer.

Legislative technique: concept and principles. The structure of the normative legal act. Methods of presentation of normative requirements. Legal presumptions, legal fictions, legal symbols.

The technique of annulment of normative legal act, amendments and supplements.

Systematization of legislation: concept, meaning. The concept and types of incorporation. Consolidation of legislation. Codification. Types of codification acts.

The use of information technologies and the role of state information resources for the accounting of normative legal acts.

The place and role of the President in the lawmaking process. Acts of the President, their constitutional and legal nature. Delegation of legislative powers to the President by the Parliament. Temporary decrees of the President. The mechanism of their adoption and legal force. Tasks and functions of the Presidential Administration in the lawmaking process.

Interaction of the President with the National Assembly and its chambers on lawmaking issues. Implementation of the right of legislative initiative of the President in the House of Representatives. The procedure for obtaining the consent of the President to introduce a bill, the consequence of which may be a reduction in public funds, the creation or increase in expenditures. Declaring the bill urgent for consideration. Addresses of the President to the Parliament.

Interaction of the President with government bodies in the field of lawmaking. The forms and mechanism of interaction between the President and the Government in the rulemaking sphere. Control functions of the President. Interaction of the President with ministries, state committees, executive committees, local Councils of Deputies and other local authorities.

Interaction of the President with the judiciary on lawmaking issues. Initiation by the President of a judicial review of compliance of normative legal acts with the Constitution of the Republic of Belarus. Ensuring constitutional control over acts of the President.

Local Councils of Deputies and the President in the field of lawmaking. Forms of interaction. Control functions of the President. The mechanism of suspension of decisions of local Councils of Deputies by the President.

Topic 1.4. Interpretation of law. Gaps in the legislation. Conflicts of laws

Interpretation of law. Gaps in the legislation and legal uncertainty. The object and subject of interpretation. The text and context of the normative legal act. Prerequisites for the adoption of a normative legal act as factors determining the content of a legal act. Legal regulation of the interpretation process.

Methods and types of interpretation. Legal analogy.

Methods and rules of interpretation. Stages of interpretation. Results of interpretation. Limits of interpretation of the rule of law. Legal significance and legal force of the act of interpretation.

The concept and causes of conflicts of laws in normative activity. Types of conflicts of laws.

Mechanism of overcoming and elimination of conflicts of laws. Legal expert examination of normative legal acts (draft acts) in the Republic of Belarus.

Forms of judicial response to identified conflicts of laws. Elimination and overcoming of gaps in the legislation in the process of implementation of constitutional justice.

Section 2. Practical foundations of lawmaking activity

Topic 2.1. Non-state subjects of lawmaking activity

Lawmaking of non-governmental subjects. The role of decisions of public associations. Forms of interaction of public associations with state bodies.

Authorizing the norms of public associations by the state. In certain cases, the competent authorities of the state may entrust non-governmental subjects with the adoption of a normative legal act.

Direct lawmaking of the population. Participation of citizens of the Republic of Belarus in lawmaking through a referendum. The legal force of the referendum decisions.

Topic 2.2. Lawmaking of the bodies of representative authority

The place and role of the Parliament in the mechanism of state lawmaking. Lawmaking (legislative) initiative. Subjects of the right of legislative initiative. The mechanism of implementation of the right of legislative initiative.

Stages of the legislative process. Preparatory, main and final stages of the legislative process. Mandatory and optional stages of the legislative process.

Preparation of a draft law for consideration at the session of the House of Representatives of the National Assembly of the Republic of Belarus. Lawmaking of the standing committees of the lower chamber of the Parliament. Tasks and functions of the head commission. Declaring the bill urgent for consideration. Consideration of draft laws at the session of the House of Representatives in the first reading.

Preparation and consideration of draft laws in the second reading. Voting in the House of Representatives. Adoption (rejection) of the draft law.

Consideration of the draft law in the Council of the Republic of the National Assembly of the Republic of Belarus. Lawmaking of the standing committees of the high chamber of the Parliament. Tasks and functions of the responsible commission. Voting in the Council of the Republic. Approval (not approval) of the bill.

Reconsideration of draft laws rejected by the Council of the Republic. The mechanism and principles of the creation of the conciliation commission. The order of its work. Voting of the members of the conciliation commission.

The final decision on the bill.

Signing of the law by the President of the Republic of Belarus. The right of the President's suspensive veto on the law or on its individual provisions. The mechanism for overcoming the President's suspensive veto.

Publication of the law (promulgation) and its entry into force.

Topic 2.3. Lawmaking of the bodies of executive authority

The place and role of the Government in the mechanism of state lawmaking. Forms and mechanism of lawmaking activity. Acts of the Government. The legal force of Government acts. Publication and entry into force of Government acts.

Interaction of the Government with the President and the Parliament on lawmaking activities. The right of legislative initiative. Joint lawmaking of the President and the Government.

Republican bodies of state administration in the lawmaking process. Competence. Types of acts. Legal force of acts. The specifics of the implementation of lawmaking activities.

Topic 2.4. Lawmaking of the bodies of judicial authority

The lawmaking role of the courts: the history of the problem. The field of judicial lawmaking. The mechanism and forms of participation of the judicial bodies of the Republic of Belarus in the lawmaking process. Exercise of judicial control over the constitutionality of normative legal acts. Norm control of judicial bodies.

Forms, limits and means of judicial lawmaking in the Republic of Belarus. Judicial decisions as a form (source) of law in various legal families. Clarification of judicial practice by the Supreme Court of the Republic of Belarus. The legal nature of the decisions of the Plenum of the Supreme Court of the Republic of Belarus. Judicial custom. Accessibility of decisions and the policy of the judiciary.

Judicial practice and judicial statistics as factors and forms of planning lawmaking activities in the state.

Features of the lawmaking function of the constitutional justice bodies. Forms of influence of constitutional courts on the lawmaking process. The rulemaking initiative of the constitutional courts. The Constitutional Court of the Republic of Belarus as a subject of the lawmaking process. The concept of an act of constitutional justice. Classification of acts of constitutional judicial proceedings. Concepts and types of decisions of the Constitutional Court of the Republic of Belarus. The legal force and significance of the legal positions of the bodies of constitutional justice.

Interaction of judicial bodies with the President, legislative and executive authorities, other state bodies on issues of improving legislation.

Forms of participation of the Prosecutor's office of the Republic of Belarus in rulemaking. Limits and means of lawmaking by the Prosecutor General of the Republic of Belarus. The legal significance of the acts of the Prosecutor General of the Republic of Belarus. Interaction of the Prosecutor's office of the Republic of Belarus with other state bodies on issues of improving the legislation. State control over the implementation of normative legal acts.

Topic 2.5. Lawmaking of local bodies of government and self-government

Typical features of the lawmaking process in the administrative-territorial units of the Republic of Belarus. Local subjects of the lawmaking process. Local referendums. Meetings of citizens at the place of residence. Lawmaking activities of local bodies of government and self-government.

Lawmaking activity of local Councils of Deputies. Forms and mechanism of implementation. Types of acts. Legal force of acts. Lawmaking of standing committees of local Councils of Deputies.

Lawmaking activity of local executive committees. Forms and mechanism of implementation. Types of acts. Legal force of acts.

Forms of interaction of local bodies of government and self-government with each other in the process of lawmaking activity.

Topic 2.6. The impact of international organizations lawmaking on the national legal system

Norm formation in International law. Participation of international organizations in lawmaking and lawformation. Types of lawmaking activities of international organizations. Mandatory and recommendatory nature of decisions of international organizations.

International treaties. The parties, the form and structure of the international treaties. Classifications of international treaties. Ratification and denunciation of international treaties. The procedure for concluding and executing international treaties. Ways of expressing the consent of the state to be bound by the treaty.

International customs. Recognition of customary International law in the practice of the International Court of Justice of the United Nations.

Generally recognized principles and norms of International law in the legal system of Belarus. Implementation of international norms into national legislation.

Legal frames for development of the electronic state

2nd semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. Legal frames for development of the electronic state

Prerequisites for the emergence of the Idea of an electronic state. Types and main features of society (preindustrial, industrial and postindustrial / hunter- gatherer societies, agrarian society, industrial society, post-industrial society, lnformation society.

Principles of information society and electronic state: freedom of information, publicity, open nature of public and state relations.

National Automated System for Accounting and Processing Information (NASAPI). Stages in the Development of the Electronic State in the USSR, USA, Canada, Great Britain, China etc.

Formation of the idea of an electronic state at the end of the 20th century - the beginning of the XXI century. National approaches in the USA, Singapore, South Korea, Canada, Malta, Mexico (when reading a course of lectures, the choice of states may differ).

Topic 2. Content and structure of the electronic state

Content of the electronic state. E-government: definition. Stages of development of e-government and e-state. Features of the electronic government. Objectives of the idea of the e-government.

Princlples of the electronic government: formalization and organization of public relations; maintaining stability in society while ensuring its progressive development; overcoming the inflexibility and limited motivational potential of bureaucracy; the effectiveness of the "l’eedback" mechanism between the government and society as an institution of public control; "transparency" of the work of power structures and accountability of officials to civil society.

Organizational principles of the e-government: openness; transparency; security; efficiency; effectiveness; legality; increasing the reliability, completeness of the information necessary for the processes of public administration; reducing the time for providing information; economic productivity of e-government systems; implementation of the mechanism of bringing to responslbility.

Main functlons of the electronic government: regulatory; communication and information; ontological; explanatory; instrumental; methodological; axiological.

Structure and directions of development of the electronic government. Main directions for the development of the idea of an electronic government.

Models of electronic state: Good Governance and New Public Management.

Topic 3. Digital economy

Dlgital economy: essence of the phenomenon. Information and communication technologies (ICT): means of data exchange, means of recording and saving data, data processing devices, software. ICT as a branch of the economy.

Digital economy as a concept which includes information economy, knowledge economy, creative economy, Internet economy, network economy, electronic economy, new economy.

Basic components of the digital economy: infrastructure, including hardware, software, telecommunications, etc.; electronic business transactions covering a business process implemented through computer networks within the framework of virtual interactions between the subjects of the virtual market; e- commerce, whlch includes all financial and trade transactions carried out using computer networks, as well as business processes associated with such transactions. Hubs of the Digital Economy is a fundamental catalog of topics for the development of the Internet and its market segments.

Institutional structure of the digital economy. Subjects, objects and institutions of the digital economy as a system. Main characteristics of diglthl economy: economic activity focuses on digital economy platforms; personalized service models are formed; direct interaction between producers and consumers; the 'sharing economy' is on the rise; the role of the contribution to the economic activity of its individual particlpants is growing.

Technological development: historical milestones and modernity. Periodizatlon of the digital economy. Digital economy as a new stage of 8lObalization.

Technological foundations of the digital economy: cloud computlng, b1 data and the internet of things. The role of big data in decision making in economics and finance.

Topic 4. Technological foundations of the digital economy (blockchain and cryptocurrencies)

Economic bases of technology of distributed registers of information storage (blockchain). Definition and essence of blockchain and transaction. Benefits and problems of using blockchain. Areas of application of blockchain technology.

Cryptocurrencies: history and classification. Classification of virtual currencies: convertible currencies (Bitcoin, E-Gold, Liberty Reserve, etc.) and non- convertible currencies (Q Coins).

Legal regulatlon of cryptocurrencies in various countries.

Topic 5. Digital transformation of sectors of the economy

Digital transformation of industry. The concept of "Industry 4.0" related digital technologies. Cyber-Physical Systems (CPS): definition, essence and application. The technlcal prerequisites for the emergence of CPS.

Smart production. Differences between a traditional lndustrlal enterprise and a smart factory.

Digital transformation of sectors of the economy (energy and logistics). Use of smart power systems. The implementation of the Smart Grid concept. The benefits of implementing Smart Grids. Implementatlon of blockchain projects in the energy sector. Digital logistics: smart containers and warehouses, drones. Automated (unmanned) cargo aircraft and vehicles.

Trade and economic activities in the digital economy. The nature of the information good: information product and information service. Distinctive features of the informatlon product: intangibility; low price of the carrier; inalienability from the source; unlimited copying and use; abundance and ambiguity of consumer propertles; one-time purchase and repeated use; almost eternal safety (in the presence of serviceable media); susceptibility to obsolescence (information quickly becomes obsolete). Classification of information products. Types of e-commerce. Stages in the development of e-commerce. Types of e- commerce: electronic data interchange (EDI), electronic funds transfer (EFT), e- trade, e-cash, e-marketing, e-banking, e-insurance.

Electronic commerce. Online shopping. trends in the on1lne trading market. Development of electronic payment systems.

Financial technologies in the digital economy. Features of the modern market of financial technologies. Digital transformation of financial services. The concept of "financlal technology" or "fintech". The lmpact of financial technologies on the development of the banking sector. Prospects for the development of the banking sector in the context of the introduction of modern financial technologies. Digital Banking Opportunities. Digitalization of the insurance market. Characteristics of the main directions of digitalization of the insurance market: intemetization, individualization, digitalization.

Topic 6. Personal data protection

Privacy law and data processing regulation: constitutional safeguards: the USA, Germany, Russia, South Africa (when reading a course of lectures, the choice of states may differ); internatlonal treaties: the Universal Declaration of Human Rights of 1948 International Covenant on Civll and Political Rights, UN Convention on Migrant Workers, UN Convention of the Rights of the Child, European Convention for the Protection of Human Rights and Fundamental freedoms, the American Convention on Human Rights, the Charter of Fundamental Rights of the European Union, the EU General Data Protection Regulation (GDPR).

Modern trends in the international legal regulation of data protection: the right to protection of personal data is recognized as one of the components of a single fundamental system responsible for the protection of human rlghts; the technical and organlzational norms governing the standards and processes of information processing and data protection; treaties and conventions concluded between two or more countries.

The right to access any information; the right to protection of information about private life, including financial data, information about health and social status; the right to protection of lnformatlon belonging to the state and business.

The practical aspect of the need for international protection of personal data.

Controller, jolnt controller, responsibilities of controllers; pt ocessor, processor responsibillties.

Topic 7. Cybersecurity as a part of the electronic state

Cybercrime and cyberterrorism, the main ways in which terrorist groups use the Internet for their own purposes. A brief history of cyberterrorism. The main directions of cyberterrorism. The main objects of the national information infrastructure for the attacks of cyberterrorlsts: equipment, including computers, peripherals, communications, television, video and audio equipment; software for military and civil facilities; network standards and data transmission codes; communication objects.

Classification of types of cybercrime according to the Council of Europe Convention: illegal access, illegal interception, data interference, system interference.

The main types of cybercrime presented in the Council of Europe Convention: illegal access to the information environment; illegal interception of information resources; interference with information contained on magnetic media; intervention in the computer system; illegal use of telecommunications equipment; computer fraud; crimes related to the acts considered in the content of the Convention; crimes related to "child" pornography; crimes relating to violations of copyright and related rights.

Cyber security standards.

Classification of cybercriminals: hacker, cracker, frecker, phisher. Dropper. Classification of computer crimes according to lnterpol.

Anti-virus and proactive anti-virus protection. File anti-virus, mail antivirus, web anti-virus, proactive defense, anti-spy, anti-hacker, anti-spam, antiviruses. Basic requirements for antivirus programs. The main characteristics of antivirus programs.

Information Security (InfoSec). Goals of information security in the organization and at the enterprlse: confidentiality, integrity, availability.

Types of information security. Application security. Infrastructure security. Cloud security. Cryptography.

General Infonration Security Rlsks. Social engineering. Advanced persistent threats (APTs). Insider threats. Cryptojacking. Distributed Denial of Servlce (DDoS). Man-in-the-iniddl (MitM).

Information security technologies: firewalls, security information and event management (SIEM), data loss prevention (DLP), intrusion detection system (IDS), intrusion prevention system (IPS), user behavioral analytics (UBA), blockchain cybersecurity, endpoint detection and response (EDR) cybersecurity solutions, cloud security posture management (CSPM).

Structuring of cross-border transactions

2nd semester (3 credits)

THE CONTENT OF ACADEMIC COURSE

Topic 1. Origin and history of cross-border corporate transactions

Cross-border transactions: notion and history. Cross-border transactions in corporate relations. Types of cross-border corporate deals. Participants of cross- border corporate deals: corporation, transnational corporation, multinational companies. Motives and strategies of participants of cross-border deals (offensive, defensive, synergy).

Regulation of cross-border transactions. Soft law. Choice of law problems in cross-borders dealing. Treaty shopping.

Topic 2. Cross-border corporate transactions in the context of international investment law

Definition of investment. Types of foreign investments. Objects of investment activity in cross-border corporate transactions.

The international investment regime and its influence on cross-borders deals. Protection of investors and investments. History of investments treaties. Bilateral and Multilateral Investments Treaties (BITS and MITs) as a tool to secure cross- border deals between corporate entities. International Centre for Settlement of Investment Disputes (ICSID) and Salini test.

Most-favoured nation (MNF) treatment clause. National treatment. Specific legal regimes. Restricted, prohibited and encouraged activities for investors. Foreign investments strategies for corporations.

Topic 3. Consolidations, mergers & acquisitions in cross-border context

Difference between mergers, consolidation and acquisitions. Notion of target company in cross-border deals.

Definition and classification of mergers. Specifics of vertical mergers. Merger waves in the US. History of mergers regulation in EU. Definition of merger and cross-border merger in EU law. Mergers by the acquisition of one or more companies by another company and merger by the formation of a new company. Greenfield investments and M&A.

Asset acquisition and stock acquisition. Hostiles takeovers and ways to oppose to them in cross-border corporate operations. Leveraged buyout (LBO). Financial, tax and legal leverage. Types of LBO’s. LBO’s financing.

Topic 4. Strategic planning and execution of cross-border M&A deals

Mergers and acquisitions in cross-border relations. General principles and approaches to structuring of international M&A deals. Project management in M&A. Pre-merger M&A project management. Project charter. Collaborative workspace. Using a phase-gate process.

M&A project planning process. Acquisition plan. M&A Due Diligence. Negotiations in M&A deals. Shareholder agreements. Risk mitigation. Structure and contents of international contracts. Representations, warranties and indemnities. Protection of intellectual property rights and technology transfer.

Closing and post-closing obligations. Cultural diversity. Key employees and other employment issues. Post-merger integratlon. Monitoring of M&A results.

Topic 5. Public financing as a growth strategy for international companies

LPublic offering. Initial Public Offering (IPO). IPO and securities. Prospectus. Financial instruments: financial contracts and securities. Listing. Regulation S H Rule 144a. Securities and exchange commission (SEC).

Funding with risk dispersion. Investment-based crowdfunding. Lending- based crowdfunding. Key Investment Information Sheet (KIIS).

Funding with risk concentration. Venture investment. Venture capital. Business angels. Stages of investments: angel; seed; growth; buyout. Private equity funds.

Investments rounds. Vesting and option plans. Tax transparency.

Digital economy and new forms of public financing. Initial Coin Offering (ICO). Fiat money and digital tokens. Application of the Howey test to digital assets. White paper in ICO. Investor protection and liability in ICO.

Topic 6. Compliance in cross-border transactions

Regulatory issues in structuring cross-border corporate transactions. Zero- tolerance regulatory environment. Compliance. Anti-money laundering (AML) and countering the financing of terrorism (CFT) procedures. Due diligence. Know your client (KYC). Corporate governance and corporate social responsibility.

Detection of suspicious transactions. Identification and verification of the identity of the beneficial owner. Ultimate beneficial owner (UBO). Risk assessment and risk profile. Sanctions and restrictive measures. The International Emergency Economic Powers Act (IEEPA). Specially Designated Nationals (SDNs).

Antimonopoly regulation of cross-border corporate transactions. Competition law and merger control.

Topic 7. Taxation in cross-border transactions

TInternational taxation. Direct and indirect taxes. Double taxation. Double Taxation Avoidance Arrangements (DTAA).

Income tax and VAT. Taxation of foreign legal entities in the country of presence. The concept and grounds for establishing a permanent establishment of a foreign company. Business purpose doctrine, arm's length principle, tax residency criteria.

Federal income tax treatment of taxable and tax-free mergers and acquisitions (M&A). Tax optimization and tax fraud.

Collection of taxes from international corporations. UN, OECD and FATF. Base Erosion and Profit Shifting Action Plan (BEPS).