Modules 5 and 6
All students must take at least two of the seven elective modules, which are designed to cover topics that are of central interest to many enterprises and law firms. Some of these modules are legal in nature, while others are interdisciplinary. Depending upon the degree for which a student is studying (LLM or MLB), the student’s background, the type of internship (primarily legal or business) in which the student participates, and the subject-matter of the master’s thesis, students may need to take a combination of legal and interdisciplinary elective modules.
Christian Stoll, Yvonne Draheim, Dr. Morten Petersenn, Dr. Nele Julie Todsen, Dr. Eva Vonau, Dr. Jo B. Aschenbrenner
Intellectual property rights serve to protect innovations, creations, the reputation and the marketing investments of companies. Consequently, on the one hand they form one of the most important assets of commercial enterprises. On the other hand, each company has to ensure that its own activities do not violate the intellectual property rights of third parties. The Intellectual Property Module considers the most relevant intellectual property (IP) rights, the legal requirements for their protection, the scope of their protection, enforcement of intellectual property rights, strategies for structuring the IP portfolio of a company, licensing of intellectual property rights and the impact of intellectual property rights on business transactions. Overall, the Intellectual Property Module will focus on the direct relationship between intellectual property rights and the commercial activities of companies, and will put this relationship into context with the various legal requirements.
Prof. Clifford Larsen, Prof. Dr. Stefan Kröll
In the past 25 years, international arbitration has become a major method of international dispute resolution, whether between businesses or between business and government. Despite this popularity, many lawyers and businesspeople remain unclear as to exactly what international arbitration is and how it differs from court-based international litigation. The International Arbitration module examines a number of major topics in the field, including the nature of arbitration, its strengths and weaknesses, the validity and reach of international arbitration agreements, the role of international arbitral institutions, ad hoc arbitration, and transborder arbitration regimes. In addition, the module focuses on the creation of arbitration awards, where and how those awards can be challenged, and the recognition and enforcement of arbitration awards.
Dr. Nils Krause (International Mergers & Acquisitions), Prof. Dr. Christian Decker (Corporate Finance)
International Mergers and Acquisitions
This course covers all relevant steps in the mergers and acquisition process from preliminary agreements such as the letter of intent to post-closing and integration issues. Other specific subjects covered are due diligence process, negotiating share purchase agreements and hostile takeovers, including defense measures and specialties of distressed M&A transactions. Students are exposed to the most important elements of a typical M&A transaction, including relevant contractual provisions. The course takes an interactive, practical approach to the topic and centers on hypothetical M&A scenarios. These scenarios are used to illustrate the legal and practical context in which mergers and takeovers take place. Throughout the course, students are asked to address these topics from the perspective of the various players in an M&A process (e.g. by negotiating a letter of intent or a share purchase agreement).
This course in Corporate Finance introduces students to advanced financial instruments and their implications from the perspective both of capital seekers and capital providers. Based upon an understanding of credit risk, students differentiate between the conceptual principles of classical corporate finance as well as leveraged finance, asset finance and project finance. The respective financial instruments, techniques, agents and economic implications are introduced, analyzed and evaluated. A special focus lays on the financing of M&A transactions. Selected aspects of structured finance and the implications of tranched finance are examined in order to develop a sense of seemingly unlimited financial options. Case studies and classroom discussions help to understand the problems at hand. Assigned readings and exercises reinforce the topics.
Corporate Governance & Compliance
Prof. Dr. Michael Wolff (Corporate Governance and Compliance), Dr. Carsten Jungmann (Legal Aspects of Corporate Governance)
Corporate Governance and Compliance
Several corporate scandals around the world disclosed the importance of an effective corporate governance system. Moreover, many empirical studies deliver strong evidence for the economic importance of corporate governance mechanism on country and firm level. Within the course we will discuss the economic consequences on firm behavior (e.g. value creation, M&A quality) of several important governance mechanisms and the interplay between these mechanisms.
Thereby the course aims to provide students with knowledge about state-of-the-art research and practice with a focus on the following governance mechanisms: board composition, board remuneration, the role of active and passive investors and corporate compliance. Objective of the course discussions is to create an understanding of the potential effects of different corporate governance specifications and the relevance of the specific context (e.g. firm situation, institutional setting) for these effects.
Besides the mentioned classical governance mechanisms students will also learn how corporate governance and corporate social responsibility (CSR) are interrelated and how important CSR is for a modern corporate steering and the long-term success of firms.
Legal Aspects of Corporate Governance
Corporate Governance questions typically arise when a business is getting more mature, is constantly growing and/or is getting more and more characterized by a rather dispersed ownership. In all these cases, the (executive) directors' fiduciary duties as well as the tasks and rights of those controlling the management (non-executive directors, members of the supervisory board, shareholders) are gaining importance. The course will focus on corporate governance in (listed) stock corporations and will deal in detail with the German and the UK Corporate Governance Code. Major issues discussed range from the monitoring role of individual and institutional shareholders, legal rules concerning the transparency of the corporation, liability of the management, the business judgment rule and the legal framework for direct and derivative suits to the role of the auditors of the corporation and the rights and duties of the supervisory board.
Entrepreneurship and Innovation Management
Prof. Dr. Peter Witt (Corporate Entrepreneurship and Innovation Management), Prof. Dr. Christiana Weber (Social Entrepreneurship & Social Innovation), Yamila Eraso Pena (Practical Cases of Startup (Legal) Advice)
Corporate Entrepreneurship and Innovation Management
The course deals with innovation management in established enterprises. Depending on their innovation strategy, companies can decide to engage in own research and development activities (R&D) or to acquire equity stakes in innovative start-ups (corporate venturing). Participants learn how to manage innovation processes in both cases, from the idea generation phase and the phase of technical realization up to the challenges of commercializing new products or services. The course also investigates how managers can monitor and steer innovation processes, how they can overcome resistance against innovations, and how to ensure an innovation culture throughout their organizations.
Social Entrepreneurship & Social Innovation
Markets in developed countries efficiently serve most basic human needs as well as sophisticated customer wants. In developing countries, the persistence and severity of poverty indicates a number of economic and social hurdles to achieving inclusive and sustainable development. Progress requires innovation in technologies, products and services but mostly also in the process of how to engage the disadvantaged and how to build business models able to satisfy their needs while being financially sustainable. These solutions are not limited to the non-profit sector or to social entrepreneurs but provide a viable concept for profit-oriented firms as well. Creating effective and innovative solutions involves recognizing opportunities, combining and mobilizing resources, triggering positive change in various domains, and building sustainable business models that ensure access and scale of impact. These models are often discussed under the label of "social entrepreneurship". We adopt the term social entrepreneurship (SE) for this course to refer to the creation of innovative business models for social and economic impact. The lecturer of this course has been active in research and practice in the fields of Social Entrepreneurship and Social Innovation for more than 10 years.
Practical Cases of Startup (Legal) Advice
The main focus of this class is to provide a practical approach (with actual cases) to startup legal and (business) advice. This class would allow students to bring together legal and business theories behind founding and financing a startup in order to solve practical questions posed by entrepreneurs at early stages of their businesses, as well as investors interested in early-stage companies. Major topics to discuss range from capitalization table and deal negotiations, relationship between founders, and with investors, to common mistakes and threats to early-stage deals. We will dedicate some time to discuss the impact of blockchain technology as an alternative means of financing. This class is ideal for students who have a special interest in either setting up their own, or getting involved with, startups, as well as with early-stage investment funds.
Logistics & Supply Chain Management
Prof. Dr. Stephan Wagner (Logistics & SCM), Prof. Dr. Karsten Thorn (Legal issues of supply and distribution (chains))
Logistics & SCM
Today’s businesses are highly outsourced, therefore, the management of the “extended enterprise” and value creation outside of the firm boundaries have become increasingly important. The overall objective of the elective “Logistics and Supply Chain Management” is to familiarize students with fundamental concepts and recent developments relevant to the management of value chains in a globalized world. Among others, students will obtain the ability to answer questions such as: What to do internally, what to outsource? How to set up sourcing relationships? How to set up supply chains? How to distribute products to customers? How to utilize intermediaries such as logistics service firms to operate supply chains? The elective “Logistics and Supply Chain Management” covers two broad areas which have the following objectives and cover the following topics:
- Supply Chain Strategy & Design
- Purchasing & Supply Management
Legal issues of supply and distribution (chains)
The novel course will take a practical course and deal with problems lawyers may face when drafting supply or distribution agreements. In this context, the course will also introduce into the typology of such contracts, the main differentiation being the one between short-term relationships such as a sales contract and long-term relationships such as supply or distribution agreements.
The issues covered encompass the applicable law including international conventions and trade terms, the obligations of the parties under the contract, the treatment of intellectual property rights, data and business secrets, the liability of the parties for breach of contract, the reasons for the termination of the contract, continuing obligations of the parties after the termination of the agreement and mechanisms for dispute settlement.
With regard to sales contracts the CISG and INCOTERMS will serve as a pattern while with regard to long-term relations the course will cover supply agreements, dealership agreements, agency agreements and franchise agreements.
In this context, the course will also deal with commercial instruments, legal hostages, mandatory rules protecting weaker business parties and antitrust law.
Law Without Walls
Prof. Clifford Larsen (coordinator)
A limited number of students of the Bucerius Master of Law and Business have the chance to participate in Law Without Walls (LWOW). LWOW accelerates innovation and seeds a global community of change agents that are transforming the way lawyers and business professionals partner to solve problems at the intersection of law, business, and technology.
Students will be teamed up with participants from 30 law and business schools around the world and with academic, business, entrepreneur, and legal mentors. Over a period of four months, teams working virtually and in-person will identify a problem related to law and create a business plan for a solution (often a legal startup). In the process, LWOW refines 21st Century professionals’ skills, recharges the law market with innovations across law, business, and technology, and revitalizes relationships with colleagues, clients, and future talent across the globe.
This 4-month program is designed to equip experienced and inexperienced talent with new skills and new contacts to make them more successful global business leaders armed with the knowledge and expertise to meet the challenges of the economic pressures, technological advances, and globalization that have dramatically reshaped the legal market (and that will continue to do so in the years to come).