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International Commercial Transactions
In 1991 U.S. international trade (imports and exports) accounted for roughly 10% of the GDP, in 2011 the same figure rose to approximately 16%, and the trend is toward greater relevance of international trade. This data does not include foreign direct investment and other international activities. A vast part of the American economy depends on international transactions. An understanding of the rules governing international commercial transactions is a fundamental tool for virtually any business lawyer, policy maker, judge or businessperson. Few legal professionals do not encounter international business transactions in their job, and a career in this area can be rewarding and exciting. This course offers an in-depth introduction to the regulation of international commercial transactions from the U.S. point of view, framing it in its complex economic, political, and historical contexts. The course has both practical and theoretical goals. From a practical point of view, to understand how to negotiate, draft, manage and litigate international contracts and transactions is obviously essential to practice law not only internationally, but also nationally. From a more theoretical point of view, the course has an interdisciplinary approach that considers, in particular, economic and political causes and consequences of trade regulations; and includes a comparative component that helps students to both understand better their own legal systems, and think “out of the box.” Course participants will embark in a journey around the world. More specifically, the course covers the following topics. First, it focuses on international sales of goods and services, examining in particular the Convention on the International Sales of Goods (also comparing it with the U.C.C.), documentary sales, countertrade, agency and distributorship agreements, regulations of imports and exports, and currency controls. We will then discuss licensing agreements for the use of intellectual property (trademarks and patents), and direct investments through the establishment of foreign subsidiaries and joint-ventures abroad. Issues arising in international business will be analyzed, such as corruption and the Foreign Corrupt Practices Act, violations of human rights by corporations doing business abroad, expropriation, sovereign immunity and act of state. A final part of the course will concentrate on fundamental contractual provisions, common in most international transactions and particularly relevant in case of litigation, such as choice of forum, choice of law, enforcement of foreign judgments, and international arbitration. The major international organizations that regulate trade and finance, such as the WTO and the IMF, will be considered. As mentioned, while the course focuses on technical legal issues, emphasis will be put also on economic and political considerations affecting the regulation of international business, therefore the course might appeal not only to law students, but also to students of economics, business administration, international affairs, and political science.