U.S. Law and Cross-Cultural Legal Methods

1st Week - U.S. Law taught by Dennis Campbell, Esquire

The course introduces the essential characteristics of the United States legal system, with particular emphasis on those aspects relevant to non-U.S. practitioners. It treats the basic constitutional structure, the organization of the courts and the judicial function, the interrelationship of the executive, legislative, and judicial branches of the federal government, the interplay of state and federal courts, basic legal methodology, and the role of the legal profession. Special emphasis will be placed on carrying foreign claims into American courts, connecting with international legal practice in general.

2nd week - Transactions and Contracts – a Cross-Cultural Perspective taught by Professor Dr. Attila Harmathy

The aim of the course is to help students understanding practical problems of transnational contracts and transactions. The topics covered will be: main questions of the Law of Contracts as reflected by the Unification of Law Projects focusing on sales and construction contracts (UNIDROIT Principles of International Commercial Contracts and the European Draft of the Common Frame of Reference), taking into consideration public procurements, too. Particular topics covered will include: Agency (considering UNIDROIT Convention on Agency in the International Sale of Goods); Franchises (UNIDROIT Model Franchise Disclosure Law); Financial Leasing (UNIDROIT Convention on Financial Leasing); Secured Transactions (UN Convention on Financial Receivables, EBRD Model Law); Arbitration (UNCITRAL Model Law on International Commercial Arbitration, International Chamber of Commerce Court of Arbitration Rules, ALI/UNIDROIT Principles of Transnational Civil Procedure).

Method of Examination: A final combined take-home exam with separate questions from each Professor will be distributed on the last day of class.

Contracts and Commercial Transactions in the U.S. taught by Professor Herbert Lemelman

This course will introduce global business/commercial lawyers to the legal regimes available in the United States concerning the creation, documentation and implementation of commercial transactions originating inside and outside the United States. In general, the course will examine the impact of United States contract principles as represented by the Uniform Commercial Code, with particular emphasis on Article 2 (Sales), Article 3 (Negotiable Instruments) and Article 9 (Secured Transactions); as well as the United States Bankruptcy Code; United Nations Convention on the International Sale of Goods and other related commercial, regulatory protocols. It is anticipated that the class sessions will generate discussion and analysis of commercial/contract law concepts peculiar to the United States which influence the approach of commercial transactional lawyers. The goal of the effort will be to familiarize the participants with practical problems of the contractual/commercial legal environment.

Method of Examination: There will be a problem oriented project at the end of the course to be used as the student examination/evaluation.

Multinational Business Transactions taught by Virginia Greiman, Esquire

Multinational Business Transactions is designed to focus on the private dimensions of negotiating and drafting international business transactions, and to introduce students to the fundamental aspects of how international transactions are structured and regulated, by examining actual contracts and case studies from multinational businesses around the world.  The course will include a basic introduction to transnational practice and the actors in the transnational business environment.  Students will gain hands-on experience in structuring, drafting and analyzing various international business transactions and documents including global joint venture agreements, transnational sales, distribution and franchise agreements, mergers and acquisitions, concession, privatization, and development agreements, and high technology and bio-technology licensing agreements.

Specific topics will include the rules of transnational practice, interpretation of contracts in a global setting, mandatory policy and regulations, extraterritorial application of the law, choice of corporate form, choice of law, and negotiation and drafting strategies in complex international transactions.  The design of the class will assist students in identifying critical legal issues and techniques likely to affect the outcome of international business negotiations including protecting against political, economic and legal risks.  Students will build skills for factual development, drafting, negotiation, persuasion, and complex analytical thinking in cross-cultural practice settings. Emphasis will be placed on the important differences between international and domestic agreements from the perspective of American and international law.

Method of Examination: A final take home exam will be given at the end of the course and must be submitted within 30 days of the last class.

Complex Corporate Litigation: Principles & Practices taught by Professor Michael Rustad

The course will first consider threshold issues such as the basis for corporate liability, legal representation, pre-trial settlement, discovery, the role of the jury, trial procedures, damages, and post-verdict procedures.   Then, we will turn to new theories of causation and remedies in the following litigation areas: consumer class actions, bad faith insurance, toxic torts, products liability, premises liability, business & communicative torts, business torts/RICO, the appropriation of trade secrets, wrongful termination and discharge and wrongful interference with contracts or business relations. The class will examine in detail problems of proof, procedure, and damages including non-economic damages and punitive damages.

Method of Examination: Candidates will be evaluated on the basis of a take-home examination.

Multinational Business Transactions taught by Virginia Greiman, Esquire

Multinational Business Transactions is designed to focus on the private dimensions of negotiating and drafting international business transactions, and to introduce students to the fundamental aspects of how international transactions are structured and regulated, by examining actual contracts and case studies from multinational businesses around the world.  The course will include a basic introduction to transnational practice and the actors in the transnational business environment.  Students will gain hands-on experience in structuring, drafting and analyzing various international business transactions and documents including global joint venture agreements, transnational sales, distribution and franchise agreements, mergers and acquisitions, concession, privatization, and development agreements, and high technology and bio-technology licensing agreements.

Specific topics will include the rules of transnational practice, interpretation of contracts in a global setting, mandatory policy and regulations, extraterritorial application of the law, choice of corporate form, choice of law, and negotiation and drafting strategies in complex international transactions.  The design of the class will assist students in identifying critical legal issues and techniques likely to affect the outcome of international business negotiations including protecting against political, economic and legal risks.  Students will build skills for factual development, drafting, negotiation, persuasion, and complex analytical thinking in cross-cultural practice settings. Emphasis will be placed on the important differences between international and domestic agreements from the perspective of American and international law. 

Method of Examination: A final take home exam will be given at the end of the course and must be submitted within 30 days of the last class.

U.S. Federal Securities Regulation taught by Associate Professor Jeffrey Lipshaw

This course is an overview of United States federal securities regulation.  We will begin with a discussion of the nature of the federal securities regulatory policy as disclosure rather than merit based, and the relationship of federal securities regulation to state corporate law (such as Delaware law). We will then explore two key concepts underlying the securities laws:  the "materiality" of representations or omissions, and the definition of "security."  As to the Securities Act of 1933, which governs primary offering of securities to the public, we will use hypothetical problems as a means of understanding the complex scheme of statutory provisions and administrative regulations that control the offering and sale of securities as well as all information relating to those securities.  We will also study the provisions of the '33 Act governing civil liability arising out of primary offerings, as well as exempt, secondary, and control person transactions.  We will conclude with a review of the key components of the Securities Exchange Act of 1934, which governs trading in the public markets, anti-fraud litigation, insider trading, and public company reporting obligations.  Although the basic rules generally apply equally to foreign issuers registering in the United States, we will touch on some of the key differences.

Method of Examination:  Grades will be based on a final take-home examination.