授業の目的 【日本語】
Goals of the Course(JPN) | | |
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授業の目的 【英語】
Goals of the Course | | The lecturer had a long practical experience of working as an in-house lawyer for one of the biggest Japanese Sogo Shoshas (general trading houses) which are known for their unique global business activities in and outside Japan. He was back to in-house legal practice for a Japanese international consulting company in April last year while teaching at the college, and joined in the extremely interesting contract negotiation for a mega plant upgrading project through months long web conferences during the period of Covid-19 pandemic.
From the perspective of in-house lawyer, you will get to know what's going on in the real business world. We will consider the the following 5 topics:
(1) Organisation of the company and Corporate Governance
(2) Corporate compliance, Bribery/Corruption and COVID-19
(3) Global business activities
(4) Foreign investment
(5) Dispute resolution. |
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到達目標 【日本語】
Objectives of the Course(JPN) | | |
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到達目標 【英語】
Objectives of the Course | | (1) To think of the corporation as the most important player in the global business activities and understand the concept of corporate governance and why it is thought to be important.
(2) To understand why bribery and corruption is one of the most serious crimes in the world.
and how important to prevent occurring such crimes. Through your research work on anti-bribery and corruption framework of UN, OECD, World Bank etc and restrictions on foregin bribery in US, UK, Japan and your own countries for further discussion you will understand how the governments and international organisations are trying to achieve it.
(3) To understand the basic knowledge of the global business contracts. Further for the convenience of your research work for international development, to study the scheme of JICA EPC contracts relating to the international development projects.
Also, to understand the difficulty of effective negotiation through the role-play.
(4) To understand the general knowledge of International joint venture and cross-border M&A and legal problems which may arise out of such foreign investments through your research of the foreign investment regulation of your own countries.
(5) To know how commercial disputes are handled in the real world. Also to understand how important to prepare the debates and how difficult to convince judge of your arguments logistically through a role-play. |
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授業の内容や構成
Course Content / Plan | | Day 1-1: Organisation of the company and Corporate Governance
Introduction to this Course
Lecture
(1) Sogo Shosha
(2) Corporation and its organisation
(3) Decision-making process
(4) Corporate Governance
Day 1-2: Corporate compliance, Bribery/Corruption and COVID-19
Lecture
(1) Introduction
(2) Fraud survey
(3) Serious crime relating to global business transaction-bribery and corruption
(4)Corporate compliance
(5) Impact of COVID-19 on corporate activities
Day 2
Researches and Presentations on the specific subjects of Day 1-1 and Day 1-2
(Please take note schedule of Day 1 and Day 2 may be amended depending on the number of students who take this Course)
Day 3: Global business activities
Lecture
(1) Introduction
(2) Global fussiness activities and related matters
(3) Business Negotiation
(4) Business contracts
(5) COVID-19 impact on the performance of the contract
(6) Trade Agreement (Sale and Purchase Contracts)
(7) Distribution/Agency Agreement
(8) JICA ODA Engineering, Procurement and Construction Contract
Role play “Negotiation”
Preparation and conduct role-play of negotiation between 2 teams
Day 4: Foreign investment
Lecture
(1) Introduction
(2) Foreign investment and legal framework
(3) Establishment of offices abroad
(4) Foreign Joint Venture
(5) M&A deals
Research and presentation on specific subjects
Day 5; Dispute Resolution
Lecture
(1) Disputes resolution in general
(2) Applicable laws
(3) Disputes resolution
(4) Enforcement of foreign arbitral award and foreign judgment
(5) Role of the lawyers and how to retain them
Role Play “Debate”
Preparation and conduct debate on two simple issues between 2 groups |
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履修条件・関連する科目
Course Prerequisites and Related Courses | | | There is no precondition to take this course. |
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成績評価の方法と基準
Course Evaluation Method and Criteria | | Presentation 50%, Positive attitude to role play 20%、Contribution to the lecture 30%
Credit is given C- or C (where applicable) or higher grade for each criterion. |
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教科書・参考書
Textbook/Reference Book | | ≪References≫
Textbooks:
A lecture résumé
References:
At the commencement of this Course, students will be provided a large binder containing the Materials in which copies of useful documents and information, case studies, and rules of negotiation and debates are contained.
For further reading, the Materials recommends reference books such as Roger Fisher, William Ury & Bruce Patton, Getting to Yes 2nd ed" (Houghton Mifflin, 1991) for Day 3 |
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課外学習等（授業時間外学習の指示）
Study Load(Self-directed Learning Outside Course Hours) | | | Students will be provided the time table for the entire period and will be instructed to use the time other than the periods of lectures for making researches and presentations or (in case of Day 3 and Day 5) for preparing the role plays. |
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注意事項
Notice for Students | | |
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使用言語
Language(s) for Instruction & Discussion | | |
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授業開講形態等
Lecture format, etc. | | 対⾯・遠隔（同時双方向型）の併⽤。遠隔授業は Teams、Zoom等で⾏う。
※履修登録後に授業形態等に変更がある場合には、NUCＴの授業サイトで案内します。
Combination of face-to-face and remote (interactive communication class) classes. Remote classes are conducted via Teams, Zoom, etc.
*Guidance will be posted on NUCT if there are any changes in the class format, etc. after registration. |
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遠隔授業（オンデマンド型）で行う場合の追加措置
Additional measures for remote class (on-demand class) | | |
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