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Commercial Law Centre Harris-Manchester College Mansfield Road Oxford OX1 3TD United Kingdom clc@hmc.ox.ac.uk Update - November 2015 Comparative Commercial Law Project This document summarises initial steps in the comparative commercial law project (the CCL Project), a research undertaking under the auspices of the Commercial Law Centre (the Centre) at Harris Manchester College, University of Oxford (HMC). Transnational commercial law (TCL) is taught in many jurisdictions and law schools worldwide. Research developed through the CCL Project aims to fill a critical gap in the teaching of TCL. That gap is the limited knowledge of the students about (i) the underlying transactions (except contracts, which they are likely to have studied) that are the subject of TCL instruments, and (ii) the basic legal principles, more so on a comparative basis, that govern such transactions. Such comparative commercial law (including the underlying transactions, CCL) is central to understanding the process of creating, and content of, TCL instruments, even where the latter seek to advance best international rules rather than set out a common denominator of legal approaches. There is a need for, if not a complete companion course for TCL, at least a set of basic materials that TCL teachers can provide students, on CCL. This project, headed by Jeffrey Wool, condon-falknor professor of global business law at the University of Washington School of Law and senior research fellow at HMC, will develop such basic and/or course materials on CCL. This is an open project in the sense of inviting collaboration with interested others. Collaboration with UW law school is being explored. The results of the CCL Project would be shared globally, including, without restriction, with teachers of TCL. Separate from its key linkage to TCL, CCL merits study and development as an academic end in itself. Annexed hereto are: -- A schematic depiction of the CCL Project (Annex I) -- An outline of first step in the CCL Project: the development of basic materials for a new course, which, alternatively, can be assigned materials in TCL, called ‘Comparative Commercial Law: Transactional Perspectives’ (Annex II) -- The initial archetype transaction and fact pattern to be used in that new course (described further below)(Annex III) 1 -- The template for jurisdictional outlines and bibliographies related to that transaction and fact pattern (described below) and the form for compiling the jurisdictional replies (Annex IV-A and IV-B, respectively) To make CCL Project both practical and efficient, we have secured the support of major international law firms with global expertise (the supporting firms) to provide support in terms of content. These firms, listed alphabetically, are: Abogados Sierra y Vazques; Clyde & Co.; Freshfields Bruckhaus Deringer; Holland Knight; King & Wood Mallesons; and Weil, Gotshal & Manges. The University of Paris has also contributed on equal footing with the supporting firms and is viewed in similar terms in the balance of this memo. Others may be added. The supporting firms will be publicly recognised as the firms supporting the CCL Project, including on the HMC/Centre website and in correspondence and communications. The supporting (each doing pieces, not jointly) have done the following (the supporting firms’ tasks) under Professor Wool’s supervision: (1) drafted sets of transaction documents (transaction documents) reflecting hypothetical fact patterns covering archetype transactions and raising basic legal issues in such transactions (as set out below, and which correspond to TCL instruments, the archetype transactions), (2) prepared outlines, following a common format based on a set of questions, on the basic legal concepts applicable to, and sources of law that govern, the archetype transactions and applied the same to the fact pattern under the laws of each of England New York, France, Germany, Mexico, New York, United Arab Emirates, and China (the subject jurisdictions), and helped to build the bibliography and provided source materials relating to the foregoing for each subject jurisdiction (jurisdictional outlines and bibliographies). The subject jurisdictions were selected to cover a cross section of common law, civil law (Napoleonic and Roman-Germanic), Islamic-impacted law, and developing jurisdictional law. The initial archetype transaction and fact pattern covers contracts, security, insolvency, and surety. It is set out in Annex III.1 The initial jurisdictional outlines and bibliographies would follow the template attached as Annex IV-A. These materials – in draft form – were used in a CCL tutorial [Comparative Commercial Law: Transactional Perspective] taught this summer at the University of Washington School of Law. Student (JD and (non-US) LLM) . Feedback from the students was obtained. That feedback, and the observations from the tutorial set on in Annex V, will be considered in further development of the materials. A presentation on the CCL Project will be made to the next TCL teachers’ conference (Perth, November), where others will be asked to develop other archetype 1 In due course, there would be other archetype transactions, including payment systems, transport of goods, and intermediated securities. transactions and fact patterns and more generally become involved in the CCL Project. END SEE ANNEXES Annex I Comparative Commercial Law Project (Commercial Law Centre, HMC, Oxford) Courses Transaction / Comparative Transnational DoingBusiness / Commercial Law Commercial Law Lawyering Objectives Understanding Substantive and Extracting General Commercial Comparative Principles of Transactions Commercial Law Commercial Law 4
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