INSTITUTO TECNOLÓGICO Y DE ESTUDIOS SUPERIORES DE MONTERREY

ITESM

D95012 Legal Problems in Interantional Business Transactions           

SUBJECT AND APPROACH

This course deals with the principal legal problems encountered by private parties in transacting international business.  Although the emphasis is primarily legal, the economic, political, and historical aspects of each problem are also examined.

The principal approach to dealing with the material will be the case method, which is widely used in law and business schools in the United States.  This consists of discussion of concrete real-life situations, or cases, using questions and answers to elicit general principles that will be applicable to other similar cases.  This method helps the student to understand the origin of principles and rules and to learn to apply them in solving future problems.  In other words, the emphasis is on learning to think like a lawyer, like a businessman, and not on memorizing rules.

Other teaching activities will include analyses of documents (e.g., a licensing agreement, a letter of credit), discussion of assigned readings, lecture by the instructor, written and oral student reports.

OUTLINE

I. Introduction:  Forms of International Business

II. Trading Goods Across Borders

A. A Direct Sales Transaction

1. The documents used and how they work
2. Applicable law
3. Commercial Terms, Bill of Lading
4. Potential problems with letters of credit

B. Sales Through Foreign Distributors and Agents

III. Licensing and Technology Transfer

A. Policies of Industrialized Countries

1.Antitrust law

2.Intellectual Property and International Transactions

B. A Franchising Agreement

C. A Licensing Agreement

IV. Foreign Direct Investment/ Multinational Corporations

A. Definition and History

B. Advantages and Disadvantages for Host Country

C. Legal Problems

1. Decision and establishment
2. Nationality and protection
3. Foreign direct investment into Mexico--a case study
4. Foreign  direct investment into the U.S.--a case study

V. Raising Capital

A. Form of Loan Agreement

B. The Capital Markets vs. Bank Loans

            1. IPO's: why and how

• United Nations Convention on the International Sale of Goods: http://cisgw3.law.pace.edu/    
• 1990 Incoterms: http://www.jus.uio.no/lm/icc.incoterms.1990/doc.html  [January 1, 2000, Incoterms 2000 go into effect.]
• UN Convention on Recognition and Enforcement for Foreign Arbitral Awards: http://www.jus.uio.no/lm/un.arbitration.recognition.and.enforcement.convention.new.york.1958/doc.html           
• Uniform Commercial Code: http://www.law.cornell.edu/ucc/ucc.table.html
• World Trade Organization: http://www.wto.org/    
• Law of Carriage of Goods by Sea: http://www.jus.uio.no/lm/toc/x.00-carriage.of.goods.html#sea
• International Chamber of Commerce: http://www.iccwbo.org/

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