Law and Society (LWSO-SHU)

This course will examine legal and practical issues frequently encountered by legal counsel in cross border investment transactions, particularly transactions involving developing economies and legal regimes. Topics integral to cross border transactions in many developing countries that we will consider during the course include: state-owned enterprises and "state capitalism", government ministries and the approval process, national security review and anti-trust review, land and environmental issues, labor relations and unions, management compensation, due diligence and corruption, intellectual property protection, corporate governance and ownership structures, disclosure of cross border risks in public offerings, foreign exchange controls, cross border financing and the role of multilateral financial institutions and development banks, political risk and political risk insurance, bilateral investment treaties, dispute resolution, and (throughout) the role and ethical obligations of local and international counsel. The fundamental goal of the course is to develop the instincts of an international legal counsel, applicable to a range of situations in a number of countries. China, the world's largest trading country and second largest economy, and a key strategic market for investment by many global companies, has the most developed foreign investment regime in the world. So we will start out by examining Chinese law and practice - as a gateway to comparisons with other countries with developing economies and legal systems. We will also look at project financing as a practice area, where risk issues are most salient. A further focus of the course will be on China outbound transactions, and the special issues raised by significant Chinese investment in Africa and Latin America. There will be several classes devoted to project case studies. We will also look at high level cross-border negotiations, with examples from Henry Kissinger and Hank Paulson. All reading materials will be in English. The format will be a combination of lecture and seminar discussion. We will work with laws in translation, business school case studies, journalistic and academic analysis, and examples of contract clauses developed by global law firms. Fulfillment: Social Science Focus Political Science 400 level.

This is an NYU Law School course that has limited space for qualified upper-class undergraduate students. Students must complete an application to enroll. Applications will be reviewed by NYU Law’s Office of Global Programs in collaboration with the relevant faculty members. For instructions on how to enroll, please request an application from shanghai.registrar@nyu.edu. Specific questions regarding the course can be directed to the NYU Law Office of Global Programs at law.globalstudents@nyu.edu. (Though this course is offered by the Law School, it does not count for graduate course credit.) Course Description: China in the so-called pre-Qin period (770 B.C.E.-221 B.C.E.) experienced a profound political transition. Competing schools of political philosophers offered proposals to restore order, which would lay the foundations of the political and legal framework for traditional China in the next 2,000 years. The so-called “Legalists” were advocates of the rule of law, although critics claim that they were actually advocates of the rule by law. Early Confucians criticized the Legalist approach and proposed the rule of virtue, although this proposal has often been blamed for the lack of the spirit of law in traditional and contemporary China. Both schools advocated an equality-based meritocracy, but they differed on what should be considered merits. In this course, we will examine some primary texts by the Legalist philosopher Han Fei Zi and some early Confucians (mostly Confucius and Mencius) in order to understand their general legal and political philosophy. We will also investigate how they treated particular legal issues such as the conflict between the interest of society and the interest of the law, laws of international relations, etc. To help us understand the implications and the influences of these philosophical ideas, we will also look into some real legal codes and legal judgments in traditional China. Through these studies, I hope that not only can we understand the legal philosophies of these thinkers and how they influenced traditional Chinese legal practices, but also see their relative merits and shortcomings to each other and to Western legal ideas. Fulfillment: CORE SSPC; Social Science Focus Political Science 400 level.

This course aims to examine Chinese law and legal institutions through the interaction between law and society, as well as through the lens of traditional legal philosophy. The course will be divided into two parts over the 12-week semester. The first half of the semester will address Chinese law in action, providing an overview of a wide range of topics including development of courts and the legal profession, environmental law, access to justice and social protest. This portion of the course will also touch on China’s use of mechanisms for regulation and dispute resolution that do not fall within the traditional ambit of formal law. Underlying questions for this half of the course will address the role of law in Chinese society, the factors that are shaping the country’s legal institutions, and how China’s unique model of governance will impact the development of its legal system. The second half of the course will focus on the foundations of traditional Chinese legal philosophy, beginning with the political transitions of pre-Qin period China and the competing schools of political philosophers who would come to dominate legal philosophy in traditional China over the next 2,000 years. Primary texts by Legalist and Confucian philosophers will be examined from a comparative perspective in order to understand their general legal philosophies, and the course will also address how each school treated particular legal issues, such as the conflict between the interest of society and the interest of the law. To understand the implications and influences of these ideas, the course will study real legal codes and judgments in traditional China. The goal of this portion of the course is not only to understand the legal philosophies of these thinkers and how they influenced traditional Chinese legal practices, but also see their relative merits and shortcomings to one another and to Western legal ideas. At the completion of this course, students will gain an understanding of traditional legal philosophy, and how it has influenced the law and legal institutions of contemporary Chinese society. Fulfillment: general elective.

This course will use a review of primary sources such as statutes, regulations, and municipal planning documents, secondary sources such as scholarship and legal memoranda, and detailed examination of selected case studies of commercial real estate development to examine Chinese land law and urbanization policy and their social, economic, and political impact. The course will begin with an overview of the history of land and real estate law, including the division between urban and rural land, the use of eminent domain, and the nature of ownership of land and buildings. The course will then trace the process of property development, including the interaction of politics, law, and social organization in the acquisition and transfer of land use rights, access to capital, mobilization of labor, and the sale and management of completed property. Throughout this part of the course, materials will be drawn from detailed case studies of, inter alia, the development of elderly housing. The focus on elderly housing, an entirely new social institution in China, will allow an examination of the interaction of law, commerce, and foreign investment in Chinese social change. Although the focus of the course will be on China, the course will maintain an explicit comparison to American practice and, where possible, similar practice in other emerging markets. Besides attention of doctrine and policy, the use of case studies will enable the examination of the role of lawyers, both domestic and foreign, in foreign direct investment in general and in real estate development in particular. Fulfillment: general elective.

In its remarkable rise, China studies the world. But, in applying lessons from abroad, China often modifies them to reflect China’s own cultural values and traditions, as they have evolved over millennia. In Beijing and Shanghai as well as Washington and New York, officials, experts, and students use the same global vernacular of “governance” to discuss approaches to pressing public problems. Students in either country will hear terms (often in English) such as rule of law, democracy, transparency, environmental sustainability, and CSR (corporate social responsibility.) But the practical meanings of such terms are shaped by what might be called different “operating systems.” This course will seek to provide students with basic “vocabulary” (words, concepts and frameworks) of history, political, legal and economic systems needed to begin to “translate” between American and Chinese governance systems. To do so, the course will draw on the diverse backgrounds of NYU Shanghai students, and students’ daily experiences as students in at NYU Shanghai. We hope to learn about China (and the US), but also to reflect—in the light of 911, the 2008 global economic crisis, the explosion of social media and cyberissues, and climate change—on the ways in which NYU Shanghai students may learn how to navigate and help address the 21st century’s core challenges. Fulfillment: CORE SSPC; GCS The Politics, Economy, and Environment of China; Social Science Focus Political Science/Sociology/International Law 200 level.