Duration                              :                     18 Months

Credit Load                          :                  288

Minimum Credit Load          :             270

Maximum Credit Load          :             288

ZNQF Level                     :                          9

1.     PURPOSE OF THE PROGRAMME

1.1               To equip students with up-to-date knowledge of traditional and emerging fields of commercial practice in Zimbabwe.

1.2               To equip students with analytical and problem-solving skills for a challenging and evolving commercial and corporate world.

1.3               Competently draft novel and advanced commercial contracts on various aspects of the law such as construction, mining, agriculture, public-private partnerships, and joint ventures.

1.4               To produce knowledge products (like publications, specialised research, journal articles, policy briefs, thematic papers and books).

1.5               To promote academic and practical expertise in the area of commercial law generally and to stimulate academic debate, critical thinking and possible advocacy around certain of the more complex and controversial areas of corporate law and commercial practices.

2         ENTRY REQUIREMENTS

2.1               Applicants should possess a Bachelor of Laws degree (LLB)

2.2               Applicants are required to have at least a 2.1 (Upper Second) degree class or the equivalent thereof.

2.3               Other factors such as relevant professional experience will also be taken into consideration in assessing applications.

3.     GENERAL PROVISIONS

3.1               These regulations should be read in conjunction with the University’s General Academic Regulations for Postgraduate degree programmes.

3.2               The Master of Laws (LLM) degree in Commercial Law is a three-semester programme offered on a block-release basis. The programme is aimed at professionals who possess an LLB who seek to specialise in the areas of commercial & corporate law.

4         ASSESSMENT

4.1               The overall assessment shall be based on continuous assessment and formal examinations. Each candidate is required to earn twenty-four (24) credits in the taught modules and ninety-six (96) credits in the research component.

4.2               Examinations shall be written at the end of each semester. Each module will be examined by a paper that is four (4) hours long. In determining the final marks for modules, the weighting will be as follows:

Continuous assessment                     40%

Examinations                                   60%

5           PROGRESSION

5.1               For a candidate to proceed to the next level of the programme, the candidate must have passed at least two modules per level.

5.2               If a candidate fails all modules at the end of the first semester, he or she shall retake the failed modules.

5.3               Research Methodology is a prerequisite for dissertation writing. For a candidate to proceed to the dissertation level, the candidate must have passed the Research Methodology module.

MODULE DESCRIPTION	CREDITS
CORE MODULES
LEVEL 1.1
LMC 111 Advanced Legal Theory & Research Methods	24
LMC 112 Advanced Corporate Governance Law	24
LMC 113 Advanced Commercial Arbitration & Negotiation	24
LMC 114 Introduction to a Foreign Language	24
LEVEL 1.2
ELECTIVE MODULES
LMC 121 Drafting Commercial Contracts	24
LMC 122 Business and Human Rights	24
LMC 123 Import and Export Law	24
LMC 124 Telecommunications Law	24
LMC 125 Electronic Transactions & Cyberspace Law	24
LMC 126 International Tax Law	24
LMC 127 Advanced Competition Law	24
LMC 128 Corporate Financing and Securities Law	24
LMC 129 Procurement Law	24
LMC 130 Advanced International Trade Law	24
LMC 131 Advanced Labour Law	24
LMC 132 Advanced Banking Law	24
LMC 134 Advanced Intellectual Property Law LMC 135 Advanced Company Law LMC 136 Aviation Law and Policy	24 24 24
LMC 137 Advanced Taxation Law   Choose 4 Electives	24
LEVEL 2.1
LMC 201 Dissertation	96

 

CORE MODULES

LMC 111: Advanced Legal Theory & Research Methods

This module grounds students in the conceptual, philosophical and theoretical foundations of the law and how the law can be used to create goods and or services. It is also meant to equip students with the knowledge and skills necessary to conduct research, critically evaluate published research and explore different ways of translating research questions into quantitative or qualitative studies.  The module will focus on the following aspects:

•         Understanding the range of paradigms and data-gathering techniques available to the legal researcher.
•         Distinguishing the purpose and product of qualitative research from that of quantitative research.
•         Research methods, including the application and conceptualization of theory.
•         Research design.
•         Sampling, strategies for framing research and interview questions.
•         Data coding and analysis.
•         Ethical responsibilities of qualitative researchers, who have closer contact with “subjects” and “informants” than do their more quantitative counterparts.

LMC 112: Advanced Corporate Governance Law

The module guides the student into special aspects of Corporate Law and Governance. The module aims to equip students who intend to work as corporate in-house lawyers or company secretaries with advanced knowledge of the laws that regulate the governance of companies. The module also seeks to examine the framework of analyzing the relations between the company and other stakeholder groups. This module will focus on the following areas among others:

•         Regulation of corporate groups
•         Corporate governance theories
•         Corporate governance in Africa
•         The board of directors & governance
•         Role of the company secretary
•         Shareholder activism
•         Corporate social responsibility (CSR)
•         Corporate Reporting & Accountability
•         The regulation of the governance of companies (public v private ordering)
•         Future development and trends in corporate governance.

LMC113: Advanced Commercial Arbitration & Negotiation

Zimbabwe’s arbitration law adopts the UNICTRAL model law on arbitration for both international and domestic arbitration. This ensures modern arbitration legislation is in line with international norms. Arbitration has become one of the most important methods of resolving cross-border commercial disputes. Zimbabwe is strategically positioned; it has the potential to be a centre for arbitration. In light of this, knowledge of international commercial arbitration will be indispensable for the international lawyer with an international clientele. This module will therefore equip students with skills to conduct national and international commercial arbitrations of complex commercial disputes and international commercial transactions including banking transactions involving paying and correspondent banks and resolve disputes arising out of these. The module will cover the following aspects:

•         An introduction to investment arbitration
•         The UNICTRAL Model Law
•         The role of national courts in the international arbitration process
•         An analysis of international arbitral institutions and their rules
•         Conflict of laws in the context of international arbitration
•         The setting up of the arbitral tribunal
•         Drafting of an international arbitration clause
•         Measures to make the arbitral proceedings more efficient and cost-effective
•         Recognition, Challenging and enforcement of the arbitral award

LMC201: Dissertation

Students are required to produce and submit a dissertation (thesis) of between 20,000 and 25,000 words at the end of the third (final) semester for examination. The dissertation shall be completed in two semesters. Topics for the dissertation shall be carefully chosen and students are required to defend, justify, and explain their topics in vivas before a panel composed of Faculty Members. Research proposals shall be submitted and students are expected to proceed with the dissertation once approval to do so is granted. Concerning dissertation examination, at least one internal and one external examiner shall be nominated by the Faculty Higher Degrees Committee to evaluate the dissertation.

ELECTIVE MODULES

LMC121: Drafting Commercial Contracts

This module aims at condensing various aspects of commercial law into commercial agreements. It is the converging point of all aspects of commercial law as they all eventually require commercial agreements to operationalise various commercial activities. The focus of the module is to equip students with contract drafting skills for various commercial transactions. The key areas to be examined in the module include:

•         The role of contracts in commercial business.
•         Basics of contract drafting
•         The contract formation process.
•         Contract negotiation.
•         Principles of effective contract drafting.
•         Risks of badly drafted contracts.
•         Contract drafting techniques.
•         Reviewing and interpreting commercial contracts.
•         Contract drafting exercises for various forms of contracts.
•         The contract management cycle

LMC122: Business and Human Rights

The rise of contemporary economic globalisation has changed traditional discussions on the duties of businesses to increasingly being framed in terms of human rights and in a transnational and global manner. Yet, despite spite of growing support for the idea that businesses should respect human rights, it is still far from having global acceptance and recognition. This module addresses recent developments in linking business practices and human rights (including corporate social responsibility (CSR)) within the UN and in other international organisations and focuses on the efforts to make human rights an important normative framework for the conduct of business in different societal and political contexts. It offers arguments in favour of and against extending human rights to the corporate sector and discusses legal developments, including normative and remedial mechanisms. It examines the strengths and weaknesses of the CSR movement and the scope for making human rights regulatory measures for corporate behaviour. Topics to be covered include: Case studies of the CSR policies of selected companies in different social, economic and political contexts

•         Impact of human rights on corporate behaviour
•         Consumer rights and behaviour from the position of human rights ethics
•         Practices and impact of different strategies of remedy and compensation
•         Empirical cases of business conduct in light of human rights law.

LMC123: Import and Export Law

This course covers the law relating to the international sale of goods. It covers aspects of shipping law, international payment systems (with emphasis on documentary credits); and trade terms (with a focus on the latest revision of the Inco terms). The course includes practical training on drafting international sales contracts. Students will also be introduced to salient aspects of international dispute resolution and choice of law rules. Specific topics include:

•         The role of banks in facilitating international trade,
•         Introduction to shipping law,
•         The role of Bills of Lading,
•         Trade terms under common law and Incoterms,
•         Determining applicable law in International Sales Contracts,
•         Drafting of Arbitration clauses- institutional vs ad-hoc arbitration, choice of law clauses, customs and clearance.

LMC125: Electronic Transactions & Cyberspace Law

The importance of e-commerce and information technology in modern society has grown exponentially in recent times. The module allows students the opportunity to gain expertise in the legal regimes governing the supply and use of modern communications technology and the conduct of e-commerce. The module aims to familiarize students with the domestic and international law that regulates e-commerce and electronic transactions. The module will offer a theoretical as well as a practical foundation for an understanding of the necessity for the law to adopt new strategies and perspectives to approach the legal implications of developments of new communication technologies. It will explore, analyse, and compare the treatment of such issues at national, supranational, and international levels of Internet governance. Topics under this module include:

•         Electronic transactions
•         International and regional sources of the law governing electronic transactions
•         Domestic sources of the law governing electronic transactions
•         Electronic transacting and the doctrine of functional equivalence
•         Electronic signatures
•         Electronic contracts
•         Electronic payments and virtual currencies 
•         Consumer protection
•         Data privacy
•         Electronic crime
•         Security standards
•         ISPs and their liability
•         Online dispute resolution
•         Taxing electronic commerce

LMC126: International Tax Law

We live in a globalised world, with business enterprises and companies now situated in more than one country. This raises tax implications in each of the countries in which a business enterprise may operate. This module will analyse the tax implications of cross border transactions and will cover the following:

•         An introduction to and history of the international tax system
•         Double Tax Agreements with specific emphasis being placed on the OECD and SADC Model Tax Conventions
•         Key features of Zimbabwe’s Double Tax Treaty network
•         Unilateral relief from double taxation
•         The theory and the practice of transfer pricing

LMC127: Advanced Competition Law

The module is an interdisciplinary course that combines law and economics. It offers students the opportunity to study the application of competition law in relation to different business phenomena, ranging from anti-competitive agreements and abuse of dominance to mergers.  The module aims to equip legal practitioners with an understanding of the economic underpinnings of the law as well as skills in economic analysis. The areas covered include;

•         Introduction to the economics and the goals of competition law and policy;
•         economic principles underpinning the definition and control of anti-competitive practices
•         Cartels and the problem of oligopolistic markets
•         The role of markets and competition law in relation to the poor;
•         The rationale for aggregate efficiency
•         The relationship between the common good and the national good;
•         The tension between a countries’s right to regulate in the national interest and its obligation not to cause external harm.
•         Merger control
•         The relationship between intellectual property rights and competition law
•         Predatory pricing
•         Competition enforcement and procedure

LMC128: Corporate Financing & Securities Law

The module examines the legal rules governing how companies raise finance. The module aims to provide students with a deep, systematic and structured knowledge of the operation of the corporate finance market in general and how it affects both practitioners and transactions in this area in particular. The areas covered include;

•         Securitization
•         Capital structures;
•         Equity vs debt financing;
•         Distributions and the Solvency and Liquidity Test;
•         Identifying and protecting shareholder rights;
•         Securities markets and approaches to their regulation;
•         Investor protection;
•         Insider trading &market abuse;
•         Major Asset Transactions:
•         Compromises
•         Takeovers
•         Acquisitions
•         Mergers)

LMC129: Procurement Law

This module exposes students to the legal and policy regulatory regime for public procurement, with the major focus being the domestic (Zimbabwean) legal regime and the model international norms, standards and principles. The main objective of this module is not only to deepen the understanding and knowledge of the public procurement legal terrain but to enable students to appreciate the fundamental institutional, practical and legal approaches to public procurement in Zimbabwe as far as it is informed by regional and international standards and best practices. The module will focus on the following aspects: –

•         Introduction to Procurement Law
•         General Procurement Rules and Principles
•         Domestic Public Procurement Legal Framework
•         The International Regime on Public Procurement
•         E-procurement and the Law
•         Public Procurement and Anti-Corruption Systems

LMC130: Advanced International Trade Law

We live in a world where an increasing amount of business is conducted across international borders. International Trade Law considers the role of law, institutions, lawmakers and regulators in the international business environment. In this module, we will look at the international legal and institutional framework that regulates transnational business and you will analyse the nature of legal and regulatory arrangements, such as:

•         The basic principles of GATT
•         The structure and role of the World Trade Organisation (WTO)
•         The interplay between the WTO and other areas of global regulation (health and environmental protection) product standards
•         International aspects of intellectual property rights
•         Regulatory aspects of the internationalisation of services (especially financial)

LMC131: Advanced Labour Law 

The significance of work in modern industrial society cannot be underscored.  At the social, political and economic level, work remains the principal means through which economic activity is conducted.  Thus, Labour Law as a discipline in its own right is worthy of study. This module aims to equip students with the necessary legal knowledge and skills in a labour relations environment that is increasingly technical and legalistic.  Students will acquire advanced knowledge of all the relevant areas of labor law and will be able to use this in analysing and evaluating problem situations, identifying relevant legal issues, applying relevant legal principles to these issues, suggesting solutions and provide and responsible advice.  Through this module, students will also be able to intelligently and scientifically critique the structure and principles of Labour Law.  The following will be covered directly or indirectly;

•         An introduction to labour law
•         The contract of employment – Termination of contracts of employment under the common law and labour legislation.
•         Dispute resolution mechanisms established under labour legislation
•         Collective labour law including collective bargaining law, union organization and collective job action law.
•         The employment of members of the civil service or state employees.
•         An introduction to social security law in Zimbabwe

LMC132: Advanced Banking Law

It is indisputable that banks play a pivotal role in the economy. Therefore, this module covers the key legal issues and regulatory frameworks surrounding the bank-customer relationship and the payment systems in Zimbabwe. The knowledge built throughout the module allows students not only to solve practical legal problems but also position these problems within a wider conceptual context of banking regulation such as the key role banks play in supporting businesses and driving economic growth, their active role in monitoring money laundering, the importance of ensuring competition and financial stability in the banking sector and the need to preserve the confidentiality of customers’ information. Some of the specific themes and topics that the module offers typically include:

•         Banking and banking supervision
•         Banks and their customers
•         Banks and finance
•         Money laundering and control measures
•         Money payments
•         Paper payments and methods of payments other than negotiable
• Instruments
•         Electronic banking
•         Instruments of finance
•         Bank governance

LMC134: Advanced Intellectual Property

This module provides you with the opportunity to undertake an in-depth evaluation of Zimbabwe’s intellectual property law and its interaction with international law. We will introduce you to the key legal principles and political issues underpinning intellectual property protection. At the heart of our evaluation of the law is a strong focus on technological developments (e.g. film, television, software, the Internet, cloud storage, stem cell research). Some of the specific themes and topics that the module offers typically include:

•         Intellectual property protection – is the legal framework fit for the modern age?
•         Copyright –measures to address the growth of peer-to-peer sharing of copyrighted works.
•         Patents – requirements/employee protection/biotech patents/software patents.
•         Trademarks – requirements/non-standard marks such as sound, smell or colour/exclusions/Internet auction sites and keywords.

LMC134: Advanced Intellectual Property Law

This module provides an opportunity to undertake an in-depth evaluation of Zimbabwe’s intellectual property law and its interaction with international law. At the heart of the evaluation of the law is a strong focus on technological developments (e.g. film, television, software, the Internet, cloud storage, stem cell research). Some of the specific themes and topics that the module offers typically include:

•         Intellectual property protection – is the legal framework fit for the modern age?
•         Copyright –measures to address the growth of peer-to-peer sharing of copyrighted works.
•         Patents – requirements/employee protection/biotech patents/software patents.
•         Trademarks – requirements/non-standard marks such as sound, smell or

color/exclusions / Internet auction sites and keywords.

LMC 135: Advanced Company Law

This module is aimed at preparing legal advisers/consultants, compliance professionals and practicing attorneys/advocates who may frequently be called upon to provide legal advice, technical support and/or manage matters relating to company law.  The module builds upon the knowledge acquired at the undergraduate level. This module will critically examine the legal rules and institutional framework designed for the regulation of Zimbabwean companies with a view to evaluating the history and theoretical conceptions of a company and the legal nature of a company and piercing the corporate veil, especially within groups of companies. It will focus on companies’ constitutive documents and the relevance of the objects clause. In addition, the module will examine the several duties and liabilities of directors in Zimbabwe. Lastly, the module will consider shareholder remedies provided for in the new Companies and Other Business Entities Act [Chapter 24:31].

LMC 136: Aviation Law and Policy

The course provides an overview of the basic fundamentals of international aviation law with a particular focus on air service agreements, open skies agreements, traffic rights, the legal and institutional framework of international aviation and the roles and functions of principal organizations involved in the regulation of the aviation industry.

LMC 137: Advanced Taxation Law

The module focuses on the identification of tax mitigation and planning opportunities. issues covered include personal income tax mitigation strategies, taxation of unincorporated businesses, tax implications of business and corporate restructurings, use of income tax incentives, application of tax treaties and the taxation of cross-border economic activities, transfer pricing and tax avoidance.