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Michael D. Ramsey Professor of Law, University of San Diego Law School |
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International Business Transactions Fall 2023 Course Webpage |
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COURSE OVERVIEW
Class Meetings: Tuesday & Thursday, 1:00 pm to 2:20 pm
Office Hours: Tuesday & Thursday, 9:30 am to 11:00 am and 2:30 pm to 3:30 pm, or by appointment
Textbook: The required text is Ralph H. Folsom et al., International Business Transactions: A Problem-Oriented Coursebook (13th ed., West 2019). Note: earlier editions are not acceptable substitutes.
Most assignments will also require reference to treaties, statutes or regulatory materials. These materials are available in convenient excerpted form in Ralph H. Folsom, et al., Documents Supplement for International Business Transactions (13th ed., West 2019). The Documents Supplement is strongly recommended. Alternatively, these materials are generally available online, but they will be much more difficult to access and integrate with the assignments and class discussions in that form.
INFORMATION REGARDING THE COURSE
This space will be used for announcements regarding class cancellations, make-ups, optional events of interest, and other updates regarding the course and the course schedule.
Scheduling announcement: We will have an in-person make-up class on Tuesday, November 28, at 1 pm., in Room 314, Warren Hall (not in our usual classroom). This is our regular class meeting time but per the law school schedule, Friday classes meet that day instead of Tuesday classes. There is a panel on international tax on Thursday, November 9, at 12 pm. This is an important topic that we will not cover much in our course but is central to international business practice. I strongly recommend it. A new reading list (Unit 3--International Investment) is available below. USD Law School’s Constitution Day event will take place at noon on Monday, September 18. The topic is Moore v. United States, a pending Supreme Court case involving the original meaning of the Sixteenth Amendment, which has implications for international investments. I will be talking along with Professors Fleischer, Layser, and Rappaport. This class is cancelled August 29, 2023 and September 7, 2023. The procedure for make-up classes will be announced later. Recordings of this class are available to enrolled students via Blackboard. I do not vouch for the quality or usefulness of these recordings and they are not a substitute for attending class. Only students in this course are authorized to view or listen to the recordings. The recordings are only for personal use in connection with this course. Students may not show them to others, post them on the internet or otherwise distribute or provide access to them or any part of them. The recordings will be automatically deleted from Blackboard after the final exam and students should not attempt to retain them or any part of them.
COURSE ASSIGNMENTS
This space will be used to post assignments for each class meeting; these assignments will also be announced in class. The readings for Units 1, 2 and 3 of the course are available below.
Assignment for Thursday, November 30, 2023 (last class meeting)
Bilateral Investment Treaties (BITs) Problem 10.7, text pp. 1035-1058
Assignment for Tuesday, November 28, 2023 (make-up session)
No new assignment. Focus on Problem 10.6C. Class will meet at the regular time in Room 314 (third floor of Warren Hall)
No class Thursday, November 23, 2023 (Thanksgiving holiday)
There will not be any further reading assignment for the make-up class on November 28. We will cover the final reading assignment, Problem 10.7, on Thursday, November 30.
Assignment for Tuesday, November 21, 2023
Expropriation and Remedies Problem 10.6, text pp. 1007-1035
Required document: Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. §§1602 - 1605, DS pp.1217-1226
Focus on Problem 10.6B, remedies in U.S. court, especially under the FSIA
Assignment for Thursday, November 16, 2023
International Business and Human Rights (part 2) Problem 10.5, text pp. 993-1007
Supplemental reading: Nestlé v. Doe and Doe v. Cisco excerpts (available below)
Assignment for Tuesday, November 14, 2023
Transfer pricing: Problem 10.4, part B, text pp. 973-980
International Business and Human Rights (part 1) Problem 10.5, text pp. 980-993 (we will read the balance of this Problem, plus some supplemental reading, for Thursday)
Required document:
Alien Tort Statute, 28 U.S.C. §1350, and Torture Victim Protection Act (TVPA), 28 U.S.C. §1350 Note, DS pp. 1161-1162
Assignment for Thursday, November 9, 2023
Currency controls: Problem 10.4, part A, text pp. 961-973 Identify the principal currency risks in client’s business model.
Assignment for Tuesday, November 7, 2023
No new reading. Re-read Problem 10.3 with a focus on risk mitigation and allocation.
Assignment for Thursday, November 2, 2023
Project Finance Problem 10.3, text pp. 928-961, focus on the Hoffman excerpt and the McLaughlin & Greene excerpt
Identify the principal risks in a project-financed investment and be able to explain how the investment is structured to allocate and minimize those risks. We will focus on the basic structure on Thursday and fill in details in the following class meeting on Tuesday of next week.
Assignment for Tuesday, October 31, 2023
Barriers to International Investment Problem 10.2, introduction and part A: text pp. 899-916, focus on the Ralls case and the Treasury Department summary of FIRRMA Problem 10.2, part B, text pp. 917-928 (skim)
Required documents: Foreign Investment and National Security Act of 2007 (FINSA), as amended by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), DS pp. 1201-1215 WTO Agreement on Trade-Related Investment Measures (TRIMs), DS pp. 321-324
Assignment for Thursday, October 26, 2023
Introduction to International Investment: Introduction, text pp. 865-868 Problem 10.1 Parts A & B, text pp. 868-885 Problem 10.1 Part C (skim), text pp. 886-899
Consider in particular:
What issues should especially concern a U.S. business considering an international investment? What law(s) are likely to govern the investment? What corporate form (branch/subsidiary) should be used, and what are the implications of that choice?
A new reading list (Unit 3 - International Investment) is available below. This is the last set of readings for the semester.
Assignment for Tuesday, October 24, 2023
No new assignment; reread Problem 8.3 and the FCPA with focus on the exception and defenses
Assignment for Thursday, October 19, 2023
Foreign Corrupt Practices Act (FCPA) Problem 8.3, pp. 679-712
Required document: Foreign Corrupt Practices Act (FCPA), DS pp. 1189-1199, especially 15 U.S.C. § 78dd-1(a), (b) & (c) on pp. 1190-1192
Focus on the elements of an FCPA violation.
Assignment for Tuesday, October 17, 2023
Export controls (2) No new assignment from the text; reread Problem 8.1 with focus on secondary issues, including: (a) whether the client had “knowledge” of the reexport to China (b) other reasons a license might have been required (c) software/technology issues (d) “deemed exports”
Required documents: EAR §732 Supp. 3, DS pp. 1093-1096 (prohibited persons/uses & “red flags”) EAR § § 734.2 – 734.8, DS pp. 1096-1101 (technology) EAR §772.1, DS p. 1154 (definition of “knowledge”)
Assignment for Thursday, October 12, 2023
Export controls Introduction, pp. 607-615; and Problem 8.1, pp. 615-646
Required documents: Export Administration Regulations (EAR), §§ 730.5, 732.1-732.3, DS pp. 1080-1089 (overview) EAR §§ 738.1-738.4, DS 1103-1110 (Commerce Country Chart) (essential) EAR §774, DS pp. 1154-1158 (Commerce Control List) (essential)
Bureau of Industry and Security Website, www.bis.doc.gov, under “Regulations,” find the Commerce Country Chart Focus on the Commerce Control List and the Commerce Country Chart, with the specific question whether the client needs a license to export to China or Germany. We will discuss other aspects of the Problem next week.
Assignment for Tuesday, October 10, 2023
Customs classification, part 2 Problem 6.2B & C: Text pp. 390-406, focus on Superior Wire and La Perla Fashions
Required Document: Tariff Act of 1930, 19 U.S.C. §1401a, DS pp. 612-623 (skim)
Be prepared to described the steps in the classification analysis for our client’s product.
Assignment for Thursday, October 5, 2023
Customs classification, part 1 Problem 6.2A: Text pp. 367-390, focus on the chart on p. 374 and the Better Home Plastics case, plus the General Rules in the Documents Supplement
Required Document: Harmonized Tariff Schedule of the United States, General Rules of Interpretation, esp. Rules 2 & 3, and Additional U.S. of Interpretation, DS pp. 585-587
Assignment for Tuesday, October 3, 2023
The WTO and Free Trade Agreements
Introduction to the WTO, text pp. 329-340 (introduction to Problem 6.1) Non-Tariff Trade Barriers text pp. 406-410 (introduction to Problem 6.3) Free Trade Agreements (FTAs), text pp. 445-452 (introduction to Problem 6.4) Antidumping Duties and Countervailing Duties, text pp. 539-544 (Introduction 7.0)
Assignment for Thursday, September 28, 2023
Standby Letters of Credit Problem 5.3, pp. 292-327, focus on the 3m and Archer Daniels cases
Required Documents:
UCC §5-109, DS p. 1290 (from Problem 5.2) UN Convention on Independent Guarantees and Stand-By Letters of Credit, arts. 1, 17, 19-20, DS pp. 61, 66-68 (skim)
Be prepared to describe the step-by-step operation of an ordinary standby LOC transaction.
Assignment for Tuesday, September 26, 2023
Letters of Credit and Fraud Problem 5.2, pp. 263-292, focus on Mid-America Tire and the Dolan excerpt
Required Document:
UCC §5-109, DS p. 1290
Assignment for Thursday, September 21, 2023
The Letter of Credit – Basic Issues
Introduction, pp. 227-228 Problem 5.1, pp. 228-263, focus on the Bulgrains and Voest-Alpine cases
Required Documents (skim): UCC §§5-102 through 5-108, esp. 5-107 & 5-108, DS pp. 1274-1285 UCC §5-116, DS p. 1294
We will begin with a review of the LOC transaction (how is the transaction in Problem 5.1 supposed to work?)
Assignment for Tuesday, September 19, 2023
Problem 4.3: Frustration and Impossibility Text pp. 131-165 (focus on the Spivak and Baker excerpts)
Required Documents: UCC §2-615, DS p. 1268; CISG art. 79, DS pp. 51-52
Assignment for Thursday, September 14, 2023
Problem 4.1B, text pp, 83-101
Required Document: Convention on Contracts for the International Sale of Goods (CISG), articles 1 through 11, 14, 18-19, 35 and 36, DS pp. 35-43
Also, complete the additional exercise below relating to Problem 4.1A (for discussion, not to turn in)
Assignment for Tuesday, September 12, 2023
Problem 4.1A, text pp. 69-83 (note: the Questions/Comments on pp. 78-83 are especially helpful) Required Documents: UCC 1-301, DS pp. 1060-61 UCC 2-207, DS pp. 1068-70 UCC 2-314 to 316, DS pp. 1072-77
I also suggest reading Problem 4.1B (text pp. 83-101), though we will not talk about it until Thursday.
NO CLASS, Thursday, September 7, 2023 (class cancelled, make up to be announced)
Assignment for Tuesday, September 5, 2023
Problem 4.5, pp. 193-225 (Reading List Part IV)
Required Document: Federal Bills of Lading Act (Pomerene Act), DS pp. 1179-1185 (Plus COGSA from the previous assignment)
Also, review the Berisford case from Problem 4.2 (p. 124)
Assignment for Thursday, August 31, 2023
Problem 4.2, pp. 101-131 (Reading List Part III) Answer the questions on p. 102
Required Documents: Uniform Commercial Code (UCC) §§ 2-319 & 2-320, DS pp. 1258-1261 UCC § 2-323(1), DS pp. 1263-1264 UCC § 2-513, DS pp. 1266-1267 Harter Act/Carriage of Goods by Sea Act (COGSA), DS pp. 1163-67
NO CLASS Tuesday, August 29, 2023 (class cancelled, make up to be announced)
Assignment for Thursday, August 24, 2023
Text, pp. 37-69 (Problem 4.0) Be prepared to discuss and explain the chart on p. 62.
Assignment for Tuesday, August 22, 2023
Available below
COURSE DOWNLOADS
Assignment for first class meeting (Aug. 22, 2023)
Problem 4.1A additional exercise (for 9/14)
Problem 10.5 supplemental reading: Nestlé v. Doe and Doe v. Cisco excerpts (for 11/16) |