5119 - COMPARATIVE BUSINESS LAW

This course has three goals.  The first goal is to provide students with a comparative overview of selected business law topics.  The focus of comparison will be selected problems in international law that you are most likely to encounter in international commercial and business transactions involving foreign companies or domestic companies doing business abroad. While the class will use a comparative approach, discussion will focus on common law and U.S. perspectives. A second goal of the course is to make students more familiar with reasoning methods of international and particularly common law lawyers and businesspersons, in contrast to that of traditional civil law systems.  This methodological component is essential to understanding the differences between systems, but will also provide a basis from which new substantive legal issues can be explored and understood during future professional activities. Finally, the course will provide some basic cross-cultural business skills training.  Students will have an opportunity to apply the substantive law we learn though in-class negotiation exercises.

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 incomparative perspective with the Convention for the International Sale of Goods (CISG).
3. Business Torts: Deceptive and unfair trade practices, trade libel, intentional interference with contractual relations, intentional interference with prospective economic advantage, products liability and strict liability.
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, 1999, 2^nd edition.

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

• WILLIAM BURNHAM, Introduction to the Law and Legal System of the United States, 2002, 3^rd edition.

One compulsory written examination (at the end of the term) consisting of a combination of multiple choice questions, short answer questions and one essay question.