Course Outline On International Business Transactions 6-18-17 726k2d

COURSE OUTLINE ON INTERNATIONAL BUSINESS TRANSACTIONS by Atty. Josh Carol T. Ventura Course Description : This course examines the legal framework of international business transactions. It will tackle nuances of common law and civil law as it affects sales transactions. Comparative law regimes of ASEAN compared to the European Union and other regional trade groupings will likewise be studied. Analyzing WTO as a supra body for trade rules would also be undertaken. For this semester, students will be immersed as well in understanding the cultural diversity of ASEAN nations in the light of ASEAN Integration. Time permitting, we will then conclude with a brief examination of some of the issues associated with the resolution of international commercial disputes, at the end of the semester. These are topics which potentially concern any business dealing internationally, from global multinational corporations to small start-up ventures desiring to expand abroad. Objectives The principal objective of this course is to introduce students to a wide range of problems and issues that a private business entity may encounter in doing business across national borders. In this regard, the course is specifically designed to assist students in:  Analyzing a variety of cross-border business transactions and transaction techniques  Developing skills to identify issues in cross-border transactions and understanding cultural diversity especially among ASEAN nations  Acquiring a general knowledge on comparative law among various countries and regulatory regimes affecting cross-border transactions  Comprehending the importance of trade agreements to international commercial law  Explaining the relationship between law, politics and economics in international trade Main Topics I. Introduction to International Business Transactions 1.1 Defining International Business Transactions 1.2 What makes international business international? 1.3 Foreign Exchange 1.4 Two Core Aspects of Economic Globalization

1.5 Different types of international business transactions 1) Sale of goods (exporting-importing) 2) sale of services (consulting, transportation, marketing) 3) licensing(technology transfer, franchising) 4) Foreign Direct Investment 1.6 Sources of International business laws (4 sources) - What is the primary source of law in IBT/ - What is Lex Mercatoria 1.7 a) b) c) d)

Risks involved in IBT Language risk Cultural risk Currency risk Political risk

**** How are these risks managed? 1.8 Countertrade and its different variants and other trade arrangements between nations Activity for Group I – Presentation/Discussion on countertrade and its different variants including other trade arrangements between nations (15 to 20 mins) 5 mins interpellation a) Include countries practicing countertrade and the products and value involved b) How about the Philippines, is it practicing countertrade or any of its variant? c) Countertrade in ASEAN 1.9 Main Features of International Contracts II. Lex Mercatoria 2.1 Definition of Lex Mercatoria 2.2 History of Lex Mercatoria and how it has affected international business 2.3 Constraints on National Legal Systems 2.4 . Foreign Sovereign Immunity Doctrine vs, Act of State Doctrine (US) 2.5 Foreign Corrupt Practices Act of the U.S (Do we have a similar law in the Phils?) If none, what government agencies require that business transactions should not be tainted with corruption? 2.6 Choice of Law & Choice of Forum 2.7 Forum Non conveniens 2.8 Depecage 2.9 Doctrine of Minimum s Case assignment for the class : 1) Vimar Seguros y Reaseguros, S. A. v. M/V Sky Reefer 515 U.S. 528 (1995)

2) Argentine Republic v. Amerada Hess Shipping 488 U.S 428 (1989) 3) W.S. Kirkpatrick & Co. v. Environmental Tectonics Corp. 493 U.S. 400 (1990) 4) U. S vs. Liebo 923 F2d 1308 Activity for Group II – a) Differentiate the Foreign Sovereign Immunity Doctrine vs. Act of State Doctrine b) Effect of inserting Choice of Law and Choice of Forum clauses in international contracts c) Discuss form non conveniens, depecage and doctrine of minimum s III. Strategies for International Business 3.1 Various Legal Systems: e.g. Anglo-American Common Law; RomanoGermanic-Civil Law; Islamic Law; Japanese Legal System 3.2 Different Strategies to enter a foreign market 3.3 Choice of Investment Vehicles (Agents, Distributors, t Ventures, Licensees, and Subsidiaries) and Foreign Regulation of Investment 3.4 International Business Ethics and the different approaches. 3.5 FDIs under Philippine Laws **** Comparing BOI vs. PEZA Activity for Group III a) Present a chart bin on the various legal systems in the world and its important features b) The different approaches in international business ethics c) Discuss the Salient Features of the incentives between BOI vs. PEZA IV. Understanding ASEAN 4.1 Overview and History of ASEAN 4.2 . Fundamental Principles 4.3 Identifying which ASEAN countries are civil law countries and which are common law countries 4.4 ASEAN Charter 4.5 ASEAN Community and the 2015 ASEAN Integration 4.6 ASEAN Structure 4.7 Dispute Resolution Activity for Group IV a) How different is the ASEAN structure from that of EU b) Research on the culture and traditions of ASEAN countries and how it impacts in doing business.(Output : presentation of a matrix of the cultural nuances of ASEAN and its impact on international business) V. International Rules of Trade - WTO and World Trade  Globalization and Trade  International Trade Institutions

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WTO Background of WTO GATT and its Results Functions of the WTO Structure of the WTO WTO’s fundamental principles Dumping and Subsidies Safeguards

Class Activity : Quiz Bowl or Points System VI. International Contract Law & Special Forms a) Negotiating an International Contract – Introduction b) Three Parts of an International Contract from the Drafting Lawyer’s Perspective b.1 The Business Deal b.2 Legal Enforcement Provisions b.3 Business Protection Provisions c) Checklist of Important International Contract Clauses d) Practical Tips for International Contracting e) Focus: Japans’ way of negotiating a contract f) Principles of International contract law g) UNIDROIT Principles of International Commercial Contracts Activity for Group V a) Comparing basic features of contract laws of Europe vs US b) Presentation of important international contract clauses - Forum selection clause or arbitration clause - Hardship clause - Force majeure clause - Price escalation or price adjustment clause - Termination clauses c) Draft of an international contract for a Filipino furniture exporter to China VII. Commercial Trade – What are Inco? a) Inco 2010 and its features b) Differentiate Inco 2010 from 2000 c) Illustrations on Inco Source: http://www.iccwbo.org/inco/id3042/index.html Activity for Group VI ***Make a presentation regarding the topics cited above. VIII. Documentary Transactions and Letter of Credit Transactions - Mechanics of a Letter of Credit

IX. United Nations Convention on Contracts for the International Sale of Goods (CISG) Read the annotations as well    

What is UNCITRAL? What is UNIDROIT? What is the difference between model law and a convention? What is countertrade? Other terminologies used in IBT Source: http://www.uncitral.org

X. When things go wrong: International Commercial Dispute Resolution dispute settlement options  Jurisdiction and forum non conveniens  Choice of law, choice of forum and arbitration clauses  Enforcement of foreign arbitral awards  Enforcement of foreign judgments Textbook : The Law of International Business Transactions : by Larry A. Dimatteo 2002 edition Electronic Sources: 1) www.wto.org 2) www.uncitral.org. Case Law and Online Resources 3.)www.cisg.law.pace.edu/cisg/biblio/goldstajn.html Usages of Trade and Other Autonomous Rules of International Trade According to the UN (1980) Sales Convention by Aleksandar Goldstajn