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Teaching
Law at RUC Born into a family of three poorly-paid teachers (grandparents and mother), I never imagined adding myself to the list - not until recently. Late last year, an opportunity came for me to join as one of the four teachers to teach several short courses on American securities and corporation law at the Law School of Renmin University of China ("RUC") in Beijing. It is a project initiated by the Overseas Young Chinese Forum ("OYCF"), a not-for-profit organization active among the overseas Chinese community in the United States, of which I am a member, and the China Civil and Commercial Law Research Center ("CCCLRC") at RUC Law School. The project, which has both a teaching and a research component, is funded by the U.S.-China Legal Cooperation Fund ("USCLCF"), based in Washington, D.C., and the East Asian Legal Studies Program ("EALS") at Harvard Law School. Bo Li, the project leader from OYCF, made the first teaching and research trip to RUC last November (see his trip report in Perspectives, Vol. 2, No. 3). From May 21 through June 6, 2001, I made the project's second trip to RUC Law School to teach a class in American securities regulation and to assist CCCLRC in its research of American securities law. 1. Arrival I arrived in Beijing on the evening of May 20th, at around 7pm. Bai Shuo, a graduate student at RUC Law School, waited for me at the airport. Rather than taking a school car, he helped me get a taxi. I later found out that the school transportation department mixed up the time - they sent a car at 7 in the morning. After they realized the mistake, it was already too late to schedule another car. I probably also made a mistake by indicating my arrival time as "7pm," rather than "7 in the evening." It is never too cautious to confirm and clarify when you are traveling. The taxi drove me into the campus of RUC, and stopped at the school-run No. 2 guesthouse. Late May in Beijing was already hot as mid-summer - temperature was over 30 degree Celsius on average. At the entrance of the guesthouse, Bai Shuo handed the receptionist an "Introduction Letter" from the RUC Law School, together with RMB 100 as the first night deposit. After completing the registration, we walked up the stairs and a long corridor, passing the public washrooms. I could also see the familiar four-bed dorms and the simple furniture through many open doors - people usually open doors to improve ventilation in hot summer nights. My room was actually a one-bed room for my own, but it was dark and stuffy. There was an air conditioner in the room, but it did not work. To make it worse, the phone in the room did not have an outside line, which meant that I could neither use my laptop nor call my friends in Beijing. And the blanket and the bathtub were equally dark and yellowish. Bai Shuo and two other students who came to help offered to lend me a fan, but I would not want to take away their meager belongings. After some hesitation, I decided to put up a request to change a room - I simply could not prepare my course here. The students did not know whether a better room could be arranged, but they agreed to pass on my request to Professor Wang Liming, who was in charge of this teaching and research project from RUC Law School. The next morning, I actually got a notice to transfer to a room in Xian Jin Lou, a school-run hotel. I gratefully moved. The new room was much cleaner and was air-conditioned. And the phone worked. Although I did not get to meet Professor Wang in person during my stay, I am thankful to what he did to make my time more enjoyable at RUC. 2. The Students I had about 30 students in my class. The students were mostly first year and second year graduate students at RUC Law School. They majored in civil law, commercial law, international law, etc. Female students numbered slightly more than male students. The students were curious, intelligent and supportive. I could not have taught this class without the help of Bai Shuo and several other students who showed me around the school and distributed the course materials. These students had to copy the heavy pile of materials, sort them out, staple them and carry them to the classroom, manually. The students worked very hard to keep up with the class, especially since all reading materials were in English. The class requirements, other than reading and participating in class, included a final paper. At the end of the class, twenty five students handed in written papers on various securities law issues covered in the class. 3. Course Materials Since the subject of teaching was American securities law, I initially compared several popular textbooks in American law schools. I thought it would be beneficial to simulate American law school experience for students at RUC, i.e., English textbooks and case law teaching method. Such a simulation, I thought, would offer a contrast to the black-letter law and "duck-feeding" classes offered in most Chinese law schools. In American law schools, the textbooks do not tell the students what the law is. An American law student has to read a number of cases, each containing pages of facts and legal analysis, before coming to any conclusion regarding a specific legal issue. In this process, the student would learn the logic and policy of law and also various methods of legal reasoning. Specific legal rules are less important in American law school learning, since these rules may change if circumstances change. In contrast, traditional Chinese law schools tend to teach students specific black letter rules, and the professors usually cover the logic and policy of law only in several short and dry "general principles." Planning to offer some contrast to my students at RUC, I therefore put together a package of English teaching materials with a focus on actual cases, just like what a typical American law professor would do. As a practitioner of American securities law, I also wanted to introduce to the students certain basic practicing skills as a securities lawyer. Therefore I included, in addition to case materials, some training materials from an American law firm and also selected materials from a practitioner's handbook. These materials are generally easier to read than case books. They helped reduce the students' burden in preparing my class on top of their already tight schedules. This combination of materials also served CCCLRC's research needs: CCCLRC wanted new materials in addition to those brought by Bo Li last November. Since Bo Li primarily used case books, my combination of materials from different sources satisfied, at least temporarily, CCCLRC's needs for additional materials on American securities law. 4. Teaching During the three-week period, I taught nine classes, each lasting two hours. The topics of the classes included (1) overview of the legal and institutional framework of the American securities regulation, (2) syndication process and underwriting documents, (3) international securities offerings, (4) exempt transactions, (5) liability and due diligence, (6) corporate takeovers, (7) enforcement of securities law, (8) regulation of markets & brokers and (9) venture capital investment. One theme of the class was to cover areas that relate to China's securities laws, particularly those areas in which the U.S. and China differ significantly, so that the students can study the subjects with a comparative perspective. For example, the definition of "security" in American securities law covers a broad variety of instruments, including investment contracts, whereas in Chinese law "security" only includes stock and debt. Also, in American law the process of securities offering is divided into pre-filing, waiting and post-effective periods, which distinction is almost non-existent in China's Securities Law. For another example, the American securities law allows different registration forms for different categories of issuers based on the "efficient market hypothesis." This system reduces redundancy and also costs of disclosure. In contrast, all issuers of stock file the same full-blown registration forms in China. The students in my class were interested in these differences and actively participated in class discussion. Many students wrote their course articles on these issues. The practical skill part of the class seemed to have attracted less interest among the students. I figured that was because the students were too remote from the actual practice of law. Most of the students did not even study the Chinese securities regulation before taking my class. The curriculum at RUC Law School is heavy on traditional law subjects such as civil law and commercial law, while new subjects such as securities law are "elective courses" instead of "mandatory courses." Most of the students had no practical experience in securities law. The students did, however, show great interest in venture capital fund structure and particularly a sample term sheet that I went through with them. I tried to explain to the students how a transaction lawyer in the U.S. builds complex business and legal mechanisms into a partnership agreement. That was my last class and one of the best received classes. I lectured most of the time, considering the volume and difficulty of the reading materials. I asked students questions from time to time and also went through several problem sets with them. I encouraged students to ask questions in class, some of them did, but most preferred to talk to me during the breaks or after class. I induced students to answer questions by offering awards, which also worked to lighten the class atmosphere. In one class, I divided the students into several groups and made them present a number of cases. The students did a good job. They read the cases thoroughly and were able to identify major issues. I was quite impressed by the students' hard work and potentials. 5. Guest Speaker I invited one guest speaker during one of my classes. Professor Xiqing Gao, who was my professor both at the University of International Business and Economics in Beijing and Duke Law School, came to speak on the methodology of law studying. Professor Gao is currently the Vice Chairman of China Securities Regulatory Commission. The students received Professor Gao and his lecture warmly. More than seventy of them showed up. Some of the students had to stand through the lecture due to limited seating. 6. Comments In sum, it was a productive trip. The students were interested in learning the western legal and educational system, and I enjoyed passing on the knowledge that I have accumulated over the years. In addition, I am of a similar age and had similar experience with the students at RUC, we were able to communicate smoothly on many topics. (The same thing can be said about other lecturers from OYCF.) The class has become a 1-unit credit class and has been formally listed in RUC Law School's curriculum. There was also a problem that I would like to mention. It was difficult to communicate with our partners at CCCLRC from the United States. One graduate student at RUC Law School was my contact person, but he did not own a telephone (quite common for students in China), and his e-mail did not work most of the time. As a result, the discussion on course materials and teaching schedule was inefficient. I actually had to change all my course materials and postpone my teaching for a month due to miscommunications. This is a tough issue. My suggestion to future OYCF lecturers is to start communication early, and try to double check important issues. It is an adventure, but a rewarding one. (The author is an attorney with Cravath, Swaine & Moore in New York.) |