850.0: The American Legal Environment for International Business Transactions (3 credits)
In the context of companies abroad doing business with American entities, this course focuses on the three levels of contracts in a typical transnational sales transaction. First, the course explores the international treaty governing transnational sales of goods, the U.N. Convention on the International Sale of Goods (CISG), compares it with American domestic sales law (the Uniform Commercial Code Article 2), and considers how American courts deal with CISG issues. Second, the course examines the law governing transportation issues in international sales, including allocating the risk of loss and INCOTERMS, contracts for carriage, and marine insurance issues. Third, the course surveys the use of letters of credit to facilitate the payment contract in a transnational transaction, considering the impact of common-law, Uniform Commercial Code Article 5, and the ICC’s UCP 500 (and recently issued 600) standards. After coverage of these three substantive areas, the course will introduce students to the role of the United States government in regulating international business transactions, including import and export regulation matters, U.S. anti-boycott laws, OFAC sanctions, export control laws, and the Foreign Corrupt Practices Act (FCPA). The course will conclude by having students consider the expanding regulation of corporate social responsibility among multi-national business enterprises, including human rights laws and voluntary codes of corporate ethics, such as OECD’s Guidelines for Multinational Enterprises.
851.0: International Civil Litigation in U.S. Federal Courts (3 credits)
This course introduces students to the special doctrines, rules, and laws that apply to litigation involving either a foreign party or parties or a foreign transaction or event when that suit is filed in a U.S. court. The provides extensive consideration to litigation involving foreign sovereign governments and their entities, focusing particular attention to the extensive web of laws that govern suing foreign sovereigns and foreign sovereign entities in American courts. Topics for examination include jurisdictional, service, discovery, and parallel proceedings issues; issues arising in Alien Tort Statue litigation; issues arising out of international commercial disputes, including international commercial arbitration and enforcement of arbitral awards; and issues presented when nations are parties to international lawsuits, including questions of sovereign immunity, exceptions to sovereign immunity, and the effect of the Foreign Sovereign Immunity
Act. Particular focus is devoted to the jurisdiction and practice before the U.S. federal courts, where most international civil litigation ends up either as a matter of original filing or as a matter of removal by a non-resident defendant into the U.S. federal courts.
852.0: American Principles of Contract Drafting (3 credits)
This course introduces international lawyers to the fundamental principles by which American lawyers and judges draft, edit, and interpret contracts. Emphasis is placed on equipping lawyers trained outside of the United States with the insight into the perspective on contract drafting that American parties and lawyers will bring to drafting commercial contracts ab initio. International lawyers will also gain understanding of typical ways in which American parties and lawyers approach interpretation issues that arise sur corsa when parties disagree over the nature and extent of the parties’ obligations under the contract, or whether those obligations have been fulfilled or excused. The effects on contract drafting of the American civil litigation system, as well as the rules of ethics and professionalism that bind American attorneys, will also be explored. The course uses the leading contract drafting text employed in American law schools and supplements that course book with assigned readings from a comparative contract law text that will orient lawyers trained in civil-law systems to the common-law approach characteristic of American law. Practical contract drafting, editing, and interpretation exercises will be emphasized throughout the course.
853.0: United States Employment Law and Regulation (3 credits)
This course surveys the basic topics of employment law in the non-union context. It bridges the gap between the labor law course and the full employment discrimination course, both of which students are encouraged to take as well if they are interested in practicing in the employment field. It is a good foundational course for students who seek greater understanding of the employer-employee relationship in the United States and the statutes and doctrines that apply to virtually all workers.
This course covers the following topics in 6 Units that can be learned over 5, 6, or 7 weeks as program demands require:
1. Defining the Employment Relationship;
2. At-Will Employment;
3. Whistleblower, Speech, and Association Protection;
4. Anti-Discrimination Regulations;
5. Wages and Benefits;
6. Workers’ Compensation and the Occupational Health and Safety Act (OSHA).
An optional unit on Risk Management containing only Team Assignments is designed to give students practice in discrete areas well-adapted to skills-based transactional exercises, including Anticipating and Responding to Hostile Work Environment Harassment; Employer Investigations of Workplace Misconduct; Conducting Layoffs and Obtaining Release Agreements; Pre-Dispute Arbitration Agreements; and Liquidated Damages Clauses in Employment Contracts.
854.0: International Business Transactions II (3 credits)
A continuation of IBT I’s approach in selected topics in the American context, including limits on American corporate conduct in international investment (including consideration of advanced issues under the Foreign Corrupt Practices Act); the extraterritorial application of American anti-trust law; securities regulation—particularly insider trading prohibitions–in the United States; non-establishment forms for doing international business in the U.S. (e.g., agency, distributorships, technology transfer, contract manufacturing, franchising); Foreign Direct Investment (FDI) in the United States (including the decision to invest, mergers and acquisitions, trends in FDI, impact of International Investment Law, and transactional aspects of FDI).
855.0: American Constitutionalism (3 credits)
A study of the unique role of the state and federal Constitutions in the shaping of the American legal system, emphasizing the separation of powers, the role of each of the three branches of government, the exercise of the eminent domain (expropriation of private property) power and the Constitutional prescriptions for just compensation, and the Constitutional limits on Congress’s power to regulate business activity. Rather than use a constitutional law casebook that is dense and less accessible, the developer of this course should carefully choose a selection of readings from contemporary works on Constitutionalism representing a variety of viewpoints, including Raoul Berger, Government By Judiciary and Jack Rakove, Original Intent.
856.0: American Conflict of Laws (3 credits)
“Conflict of Laws”– known as private international law in European countries — is a phrase that is commonly used to refer to problems where the events underlying a litigation or a transaction “cross” the borders of at least two political sovereigns, whether states within the United States or nations in the international setting, in which the parties, the operative facts, the operative events, and/or proceedings in the litigation are located or occur in more than one state or nation. This course allows the foreign lawyer to explore how American courts have come to deal with conflict of laws issues. Students will explore the six major approaches used among American courts to decide choice of law questions among the states, commonwealths, and territories of the United States, as well as the conflict-of-laws codes recently enacted in Louisiana and Oregon and under consideration in Puerto Rico. This course aims to remove conflict the appearance of complexity and to assist the student to master the American approaches to the critical issues perennially presented in conflict of laws: enforcing non-forum/foreign judgments; American Constitutional constraints on choice of law; and the problem of choosing the law to be applied to particular transactions, relationships, or occurrences having contacts with more than one state in the United States or with the United States and a foreign nation.
857.0: Selected Topics In American Intellectual Property Law (Final Session, Final Semester Elective (3 credits)
In this course, lawyers trained outside of the U.S. have the opportunity to learn about the commonalities along with the distinct differences that characterize the American approach and regimes to the creation, licensing, enforcing, and challenging of intellectual property protection. The topics selected by the instructor would include the basics of federal copyright, patent, and trademark protection for various forms of intellectual property; how such rights are created, enforced, and challenged; specific issues arising under the Patent Act, the Copyright Act, and the Lanham Act; state law protection of trademarks and other forms of intellectual property (trade secrets, know-how, etc.); the American approach to “moral” rights within the copyright regime;
enforcement of the TRIPS treaty within the U.S.; and how U.S. law deals with “Gray Market” goods.
858.0: Selected Topics in American Tort Law (Final Session, Final Semester Elective) (3 credits)
In this course, lawyers from other legal systems encounter the unique characteristics of America’s law of torts. Topics for intensive study will be selected from distinctly American tort-law features such as the law of products liability; medical malpractice; compensatory and punitive damages; role of expert witnesses; state and federal tort reform efforts; and federal law such as the Federal Torts Claims Act and the National Childhood Vaccine Injury Act.