Managing Legal Risk in Developing Asia

Subject LAWS70457 (2014)

Note: This is an archived Handbook entry from 2014.

Credit Points: 12.50
Level: 7 (Graduate/Postgraduate)
Dates & Locations:

This subject is not offered in 2014.

Time Commitment: Contact Hours: The total class time is between 24 and 26 hours.
Total Time Commitment: Not available
Prerequisites: None
Corequisites: None
Recommended Background Knowledge:

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

Non Allowed Subjects: None
Core Participation Requirements:

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

  • The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
  • The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
  • The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
  • The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
  • The ability to work independently and as a part of a group;
  • The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact the Disability Liaison Unit:


For more information, contact the Melbourne Law Masters office.

Phone: +61 3 8344 6190

Subject Overview:

Investors involved in transactions in developing jurisdictions face a different set of risks from those working in developed countries. Lawyers, wherever located, need to know where to look for these risks, how to interpret them for clients, employers and counterparties and how to manage them. This knowledge is fundamental to advising investors how to avoid delays, cost overruns and transaction failure. This subject is explicitly transactional and designed to assist students identify and manage those risks in developing Asia.

Materials and case studies will look at a number of countries in the region with specific emphasis on Thailand and Vietnam. However, skills learnt will be generally applicable.

Thomas Miller has spent most of the past 20 years in private practice in Asia working on Asian transactions as a partner in the law firm Allens Linklaters.

Principal topics will include:

  • The characteristics of developing country legal systems that require a different transactional approach
  • The identification of areas of investment where investment challenges are most likely to occur in diverse developing countries
  • The conduct of due diligence
  • Structuring a foreign investment
  • Funding a foreign investment
  • Acquisitions of existing businesses
  • Financing issues—and in particular foreign exchange controls, loan registration, the adequacy of securities and securities registers, the non-recognition of trusts and the relevance of political risk insurance
  • Strategies for managing risk using documentation, negotiation and transaction structures.
Learning Outcomes:

A student who has successfully completed this subject will:

  • Acquire the analytical skills required to identify a broad range of legal risks in unfamiliar legal environments. Particular focus will be given to foreign investment, acquisition and financing transactions and at a more detailed level subject areas including due diligence, foreign exchange remittance and convertibility and enforcement
  • Be able to interpret risk factors for clients, employers or counterparties who are only familiar with developed country transactional standards
  • Be able to devise and implement strategies to manage legal risk and achieve investment goals through documentation, negotiation and transaction structuring
  • Be able to identify those particular risks which can only be addressed through pricing changes, additional support or transaction abandonment.

Take-home examination (100%) (27 – 30 June)

Prescribed Texts:

Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Details regarding any prescribed texts will be provided prior to the commencement of the subject.

Breadth Options:

This subject is not available as a breadth subject.

Fees Information: Subject EFTSL, Level, Discipline & Census Date
Links to further information:

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