Course title

Law and Finance (B)Teacher(s)SAITO Akira

Numbering CodeDay・PeriodOther

開講区分

単位数

2nd semester

1.0

Timetable Slot
Code3J402

Lesson topic“Legal Aspect of International Project Finance”. This course will be an introduction of basics of international
project finance law and practice, especially, exploitation of natural resources, such as oil, iron ore, and gold
mining, etc. In addition, this course will also focus on recent international trend of anti-corruption and antimoney laundering, third party due diligence with supply chain management, etc., by application of recent legal
planning and legal risk management theory based on COSO Internal Control methodology.
Lesson target
By the end of the course students should:
i. understand the basics of project finance and its documentation.
ii. have a general understanding of the law of developing countries and its protectionism, and why is it so?
iii. understand how exploitation of natural resources are studied and processed
iv. understand how legal risk of a project is identified and mitigated, converted or accepted.
v. understand the current issues of bribery and money laundering: how it is prevented or sanctioned, and why?
vi. understand how supply chain management should work. Focusing on conflict minerals disclosure requirements by
Dodd Frank act, and OECD Due Diligence Guidance, etc.
Syllabus and plan
There will be a total of 8 (90 minute) lectures. The following gives an indication of the likely schedule oftopics:Lecture 1 Introduction: key features of international project finance, legal aspects of international exploitation
contract and the meaning of without/ limited recourse loan, collateral and securities agreements.
Lecture 2: Origination of an exploitation contract; how a developing company and a bank creates a project finance?
Lecture 3: Structure of a loan agreement and its risk management: schedule, collateral and syndicate management,etc.
Lecture 4: Infrastructure and politics of developing countries; prevention of bribery and money laundering.
Lecture 5: Internal control and project risk management. Its history and case studies. Relationship with ISO.
Lecture 6: Sustainability of a project and third-party risk management. Environmental protection, etc.
Lecture 7: Disputes and its solutions: Function of international arbitration and their case studies.
Lecture 8: flexible (probably above seven topics will take up all eight lectures)
The instructor is a New York state lawyer and had worked for more than 20 years in an international bank not only
as a legal officer but also as an account officer. He joined to the group of project finances, planning orrestructuring of them. He also has another experience in international accounting firm group consulting companies.

Evaluation method
Students will be assessed as follows:
25% performance in class 75% written report
Evaluation baseline25% performance in class: students will be required to participate class room discussions after do some small scale
research of specific topics, and reporting back it to class. There may be short tests after each class to see theunderstanding of each lecture. Level of understanding, inquisitiveness and constructive participation shown inclassroom discussions will also be taken into account.
75% written report: a written report of 1,500-2,000 words will be required at the end of the course in which
students will need to show understanding of the concepts introduced during the course and to apply them to specificsituations. There will be some flexibility on the choice of topic to take into account what research resources areavailable.

Notice (include info. on related class)
Exchange students can attend this course. They will need a reasonably high level of English ability both in reading
and discussions.
Students may find it easier to use their laptop since this course will be held remotely by zoom meeting/ webinar.
Students may participate by smart phones but minimum function to participate to the zoom meeting is required.
Review and preparation
Students will be required to research specific topics in relation to specific issues introduced during a class fromtime to time. This work may require students to read certain volume of legal materials (including some nationallaws and regulations in addition to actual cases) relevant to such researches.
Office hour・Contact information
Contact can be made by email to:y.uchida[at]mdpbusiness.com
There will also be opportunity to ask questions at the beginning or end of classes
Message for student
English and New York law dominate the area of international finance. You will see the flexibility of common law inthis course and hopefully to acknowledge importance of planning by yourself for success of a project.
Improvemenets in Teaching

TextStudents are recommended not to buy the textbook until they have attended the first lecture where textbook andreference materials will be explained. Other materials will be distributed on BEEF and / or email.
The Law and Business of International Project Finance Third Edition / Scott L. Hoffman : Cambridge University Press, ,ISBN:
Project Financing in Theory and Practice Third Edition / Stefano Gatti : Academic Press , ,ISBN:
Reference MaterialTo be introduced from time to time by the instructor.
Classroom Language
EnglishKeywords
Without/ limited Recourse loan agreements: Its terms and conditions.

Internal Control and Risk Managements.