Course title

International Business Transactions (A)Teacher(s)Roy PARTAIN、SAITO Akira

Numbering Code

Day・Period

Other

開講区分

単位数

2nd semester

1.0

Timetable Slot
Code

3J590

Lesson topic
This course will examine how policy makers and corporate leaders can engage in the development of effective
regulatory mechanisms to coordinate the two goals of corporate law and environmental law. This is an interesting
topic, as modern economies seek to balance the benefits of economic growth with the achievement of sustainable
development.
Corporations are chartered, artificial legal persons who enjoy certain benefits under law, one of which is theprotection of limited liability for the shareholders. This shareholder protection is generally seen as aninducement to shareholders to invest in enterprises that might otherwise be too risky and thus society would lacksupport from that enterprise. Thus, the risk of the enterprise is reduced and entrepreneurial activity can beincreased.
On the other hand, industrial activities often encompass environmental risks, which can result in harm tosociety. Governments can incentivize behaviors to avoid these injuries with a variety of legal rules andinstruments, but that effort can result in reduced entrepreneurial output. By careful mechanism design, policy
makers and corporate leaders can coordinate the distinct and different goals of corporate law and environmentallaw.
Lesson target
Course Aims
• To develop students interest in, and knowledge of, the interaction between environmental law and corporatelaw.
• To identify the tensions which exist between these two disciplines in the context of environmental liability.
• To introduce students to the legal principles relating to environmental liability under EU law.
• To develop a critical understanding of the key principles relating to corporate environmental liability, suchas the doctrine of limited liability and the ‘polluter-pays’ principle.
• To promote scrutiny of concepts and policy choices against the political, economic and social contexts within
which they operate.
• To assimilate large amount of material and extract from it relevant information to successfully prepare forand complete each seminar and written assignment.
• Be able to express ideas cogently orally and in writing.
Learning Objectives - By the end of this course you should be able to:• use primary and secondary legal sources to support arguments and conclusions;• define and explain the policy reasoning underpinning the relevant principles of corporate and environmental
law on the basis of the relevant legal sources, case law and literature;• provide a critical analysis of these principles and apply them to specific situations of environmental
damage;• put forward a range of viable and defensible solutions as to how the tension between environmental law andcorporate law may be resolved;• critically analyze the limitations of environmental liability as a means of regulating environmentally
dangerous activities.
• communicate: (1) orally through active participation in seminar discussion; and (2) in writing throughsubmission of assessed essays, in English language that is logical, coherent and tailored to the intended audience.

Syllabus and plan
There will be a total of 8 lectures, each 90-minutes in duration, covering the following topics:
1. Principles of Environmental Law: Historical and Philosophical Perspectives
2. International and EU Environmental Law: Intro to Major Enactments and Conventions
3. Corporate Limited Liability: Historical and Comparative Perspectives
4. Corporate Law, Decision Making, and Foreseeable Problems
5. Using Civil Liability to Impact Corporate Governance
6. Using Regulatory Frameworks to Impact Corporate Governance
7. ‘Corporate Social Responsibility’: Using Shareholders, Employees, and Customers to Impact CorporateGovernance
8. Case Study: Oil Spills in Marine Environments
Additional details of each seminar are attached at the end of this document.
Evaluation method
This course is currently planned as an enhancement course, so there will be a singular assignment, to draft a
2,000-word essay on how policy makers can best coordinate the goals of both corporate law and environmental law.
The essays are to be graded pass/fail, with extra comments for informing each student of their essay’s strengths
and weaknesses, to enable their future growth and potential.
Evaluation baseline
With the method stated above, grades will be determined in accordance with the degrees of achievement of thelearning objectives.
Notice (include info. on related class)This course does not require previous courses in environmental law, corporate law, or in microeconomics, as thecourse will provide sufficient education in those areas for the limited purposes of this course.
Students would be advised to have a comfortable understanding of both contract law and tort law (delict) before
undertaking this course.
Review and preparation• The best review is to read as much of the recommended reading as possible before each seminar. Then, to reread the materials after each seminar (and to add to their notes) to assist in building their memory of the learned
materials.
• Ideally, students could (but are not required) to read each assignment, to identify unknown vocabulary orideas, and be ready to ask the professor for answers during each seminar.
• Students are encouraged to work together to develop lecture outlines for their study, which the professor will
be glad to review and discuss with them.
• At all times, students are encouraged to email their questions to the professor. Contact details will beannounced during lectures.
Office hour・Contact information
Contact details will be announced during lectures.
Message for student
I very much welcome all students, especially those lacking confidence in corporate law or microeconomics, for I
hope to help them learn to enjoy these exciting topics. I also hope that students will find my lectures easy tofollow, as I myself have lived and worked abroad for many years and am familiar with the challenges of learning ina foreign language and will do my best to make these interesting topics as easy and as interesting to learn as
possible!
Improvemenets in TeachingText
The primary textbook is:
MICHAEL G. FAURE & ROY ANDREW PARTAIN, CARBON CAPTURE AND STORAGE: EFFICIENT LEGAL POLICIES FOR RISK GOVERNANCE AND
COMPENSATION. (MIT Press, March 2017); which is available both in paper and as an e-book:• https://mitpress.mit.edu/books/carbon-capture-and-storage• https://mitpress.ublish.com/book/carbon-capture-and-storage• https://www.amazon.com/Carbon-Capture-Storage-Governance-Compensation/dp/0262035596
Students will also want to locate these two legal texts in advance:• NICOLAS DE SADELEER, ENVIRONMENTAL PRINCIPLES: FROM POLITICAL SLOGANS TO LEGAL RULES (Oxford University Press,2002)• JAN JANS & HANS VEDDER, EUROPEAN ENVIRONMENTAL LAW (Europa Law Publishing, 2012) (Earlier 3rd Edition, isavailable for free from SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2082895 )CARBON CAPTURE AND STORAGE: EFFICIENT LEGAL POLICIES FOR RISK GOVERNANCE AND COMPENSATION / MICHAEL G. FAURE & ROY
ANDREW PARTAIN : MIT Press ,March 2017 ,ISBN:ENVIRONMENTAL PRINCIPLES: FROM POLITICAL SLOGANS TO LEGAL RULES / NICOLAS DE SADELEER : Oxford University Press,2002 ,ISBN:EUROPEAN ENVIRONMENTAL LAW / JAN JANS & HANS VEDDER : Europa Law Publishing ,2012 ,ISBN:
Reference Material
Each seminar has its own set of reading materials, itemized on the pages attached.
Classroom Language
EnglishKeywords
Corporate Law, Corporate Liability, Tort Law (Delict), Environmental Law, Economic Analysis of Law, Mechanism
Design