5119 - COMPARATIVE BUSINESS LAW

This course has three primary goals. The first goal of this course is to provide students with a general introduction to the U.S. legal system from a comparative perspective. In this regard, the course will survey those substantive areas of law that regulate commercial activities, as well as the structures and processes of the system that contribute to the creation and evolution of those laws. A second goal of the course is to make students more familiar with reasoning methods of American (and common law) lawyers and businesspersons. A final goal of this course will be to apply the insights gained from comparative analysis to specific problems that arise when cross-border commercial activities are subject to the laws of more than one national jurisdiction.

1. General Introduction: the U.S. constitutional structure, court system, civil procedure and common law methodology and taxonomy.

2. Contracts: The sources of contract law, the objective theory of assent, offer and acceptance, consideration, interpretation and the parole evidence rule, performance, breach, damages, defenses and the introduction of the Convention for the International Sale of Goods (CISG) into American law.

3. Business Torts: Deceptive and unfair trade practices, trade libel, intentional interference with contractual relations, intentional interference with prospective economic advantage, products liability, strict liability and toxic torts.

4. Intellectual Property: Copyrights, patents, trademarks, and selected cross-border problems.

5. Business Organizations: forms and formation of business enterprises, corporate governance, mergers and acquisitions, securities regulation and cross-listing of securities.

6. Antitrust: Agreements that create restraints on trade, monopolies, the impact of the “New Economy” on traditional antitrust analysis, and regulatory competition between the EU and the U.S.

7. Bankruptcy: Chapter 7 (“liquidation”), Chapter 11 (“reorganization”), and cross-border bankruptcies.

8. Cross-border and International Commercial Dispute Resolution: contractual choice of forum and choice of law clauses, and international commercial arbitration.

The following materials will be compiled by the instructor and made available at the beginning of the course:

• Selected U.S. cases, statutes, regulations and legislative sources;  

• Selected excerpts of William Burnham, Introduction to the Law and Legal System of the United States (2nd Ed. 1999);

• Selected excerpts from American law journals, articles and treatises.  

Two compulsory written examinations (one mid-term, one at the end of the term) each consisting of a combination of multiple choice questions, short answer questions and one short essay question.