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Michael D. Ramsey Professor of Law, University of San Diego Law School |
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International Business Transactions Fall 2024 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 (14th ed., West 2024). 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 (14th ed., West 2024). 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.
To clarify on our schedule, there is no class on Tuesday, November 26. Our last class meeting is Thursday, November 21. If we need to make up the class missed earlier there will be an asynchronous recording, but at this point I doubt it will be necessary (update: there will be no asynchronous recording). On Monday, November 4, there will be a panel discussion of mergers and acquisitions in Asia. It will take place at noon in room 131 Warren Hall. If you have interest in international investment, this is a great opportunity to hear from practitioners about legal developments and opportunities in the field. For Problem 7.2A, a brief additional statutory excerpt relating to mandatory filing is posted below. A new reading list (Unit 3 - International Investment) is available below. A new reading list (Unit 2 - Regulatory Aspects of International Sales) is available below. This class is cancelled on Tuesday, September 10, 2024, due to a University event. If necessary, it will be made up with an asynchronous recording. Recordings of this class will be available to enrolled students via Panopto. 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 Panopto 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 21, 2024
Bilateral Investment Treaties Problem 7.7, text pp. 1120-1143
Required document: FSIA, §§1605(a)(6), 1609-1611, DS pp.1174, 1177-1180
This is the last reading assignment.
Assignment for Tuesday, November 19, 2024
No new assignment. We will finish discussion of Problem 7.6B and 7.6C
Assignment for Thursday, November 14, 2024
Expropriation and Remedies Problem 7.6, text pp. 1091-1113
Required document: Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. §§1330, 1602 - 1605, 1609-1611, DS pp.1171-1180
Focus on Problem 7.6B, remedies in U.S. court, especially under the FSIA
Assignment for Tuesday, November 12, 2024
International Business and Human Rights Problem 7.5, text pp. 1058-1090
Required document:
Alien Tort Statute, 28 U.S.C. §1350, and Torture Victim Protection Act (TVPA), 28 U.S.C. §1350 Note, DS pp. 1117-1118
Assignment for Thursday, November 7, 2024
No new assignment. We will cover Problem 7.4B (transfer pricing)
Assignment for Tuesday, November 5, 2024
Currency controls: Problem 7.4, part A, text pp. 1038-1049 Identify the principal currency risks in client’s business model.
Transfer Pricing: Problem 7.4 part B, text pp. 1049-1057
Assignment for Thursday, October 31, 2024
No new reading. Re-read Problem 7.3 with a focus on risk mitigation and allocation.
Assignment for Tuesday, October 29, 2024
Project Finance Problem 7.3, text pp. 1005-1038, 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.
Assignment for Thursday, October 24, 2024
Barriers to International Investment Problem 7.2, introduction and part A: text pp. 981-987, focus on the Ralls case and the Treasury Department summary of FIRRMA Problem 7.2, part B, text pp. 998-1005 (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. 1155-1169, esp. §4565(a) & (b), DS pp. 1155-1161 WTO Agreement on Trade-Related Investment Measures (TRIMs), DS pp. 321-324
Assignment for Tuesday, October 22, 2024
Introduction to International Investment: Introduction, text pp. 945-947 Problem 10.1 Parts A & B, text pp. 958-965 Problem 10.1 Part C (skim), text pp. 966-979
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 Thursday, October 17, 2024
No new assignment; reread Problem 5.3 and the FCPA with focus on the exception and defenses
Assignment for Tuesday, October 15, 2024
Foreign Corrupt Practices Act (FCPA) Problem 5.3, pp. 726-760
Required document: Foreign Corrupt Practices Act (FCPA), DS pp. 1143-1153, especially 15 U.S.C. § 78dd-1(a) - (f) on pp. 1144-1147
Focus on the elements of an FCPA violation.
Assignment for Thursday, October 10, 2024
Export controls (2) No new assignment from the text; reread Problem 5.1 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 §732.3 (g) & (h), and §732.3 Supp. 3, DS pp. 1035, 1041-1044 (prohibited persons/uses & “red flags”) EAR § § 734.2 – 734.8 & 740.6, DS pp. 1044-1050, 1060 (technology) EAR §772.1, DS p. 1102 (definition of “knowledge”) Assignment for Tuesday, October 8, 2024
Export controls Introduction, pp. 639-647 and Problem 5.1, pp. 648-688
Required documents: Export Administration Regulations (EAR), §§ 730.2-734.3, DS pp. 1027-1046 (overview) Problem 5.1 supplemental materials (Commerce Country Chart and Commerce Control List) [available below] (essential) EAR Part 740, DS pp. 1059-1065 (use in conjunction with the Control List)
Bureau of Industry and Security Website, www.bis.doc.gov, find the Commerce Country Chart and the Commerce Control List 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 in the next class. Assignment for Thursday, October 3, 2024
Customs classification, part 2 (new reading list, part II.B & C) Problem 4.2B & C: Text pp. 418-441, focus on Superior Wire, Cyber Power and La Perla Fashions
Required Document: Tariff Act of 1930, 19 U.S.C. §1401a, DS pp. 561-568 (skim)
Be prepared to describe the series of steps in the classification analysis for our client’s product.
Assignment for Tuesday, October 1, 2024
Customs classification, part 1 (new reading list, part II.A) Problem 4.2A: Text pp. 389-418, focus on the chart on p. 396 and the Better Home Plastics case, plus the General Rules in the Documents Supplement
Required Document: Harmonized Tariff Schedule of the United States, General Notes, General Rules of Interpretation, esp. Rules 2 & 3, and Additional U.S. of Interpretation, DS pp. 534-537
Assignment for Thursday, September 26, 2024
Introduction to International Trade Regulation: The WTO and Free Trade Agreements (New Reading List [available below], Part I.A-D)
Introduction to the WTO, text pp. 344-350 (introduction to Problem 4.1) Non-Tariff Trade Barriers text pp. 441-446 (introduction to Problem 4.3) Free Trade Agreements (FTAs), text pp. 482-486 (introduction to Problem 4.4) Antidumping Duties and Countervailing Duties, text pp. 579-582 (introduction to Problem 4.7)
Assignment for Tuesday, September 24, 2024
Standby Letters of Credit Problem 3.3, pp. 306-339, focus on the 3m and Archer Daniels cases
Required Documents:
UCC §5-109, DS pp. 1243-1246 (from Problem 3.2) UN Convention on Independent Guarantees and Stand-By Letters of Credit, arts. 1, 17, 19-20, DS pp. 55-63 (skim)
Be prepared to describe the step-by-step operation of an ordinary standby LOC transaction.
Assignment for Thursday, September 19, 2024
Letters of Credit and Fraud Problem 3.2, pp. 277-306, focus on Great Wall, Mid-America Tire and the Dolan excerpt
Required Document:
UCC §5-109, DS p. 1243-1246
Assignment for Tuesday, September 17, 2024
The Letter of Credit – Basic Issues
Introduction, pp. 239-243 Problem 3.1, pp. 243-276, focus on the Bulgrains and Voest-Alpine cases
Required Documents (skim): UCC §§5-102 through 5-108, esp. 5-107 & 5-108, DS pp. 1228-1243 UCC §5-116, DS pp. 1248-1250
We will begin with a review of the LOC transaction (how is the transaction in Problem 3.1 supposed to work?) Assignment for Thursday, September 12, 2024
Problem 2.4: Frustration and Impossibility Text pp. 169-201 Required Documents: UCC §2-615, DS p, 1222-1225 CISG art. 79, DS pp. 51-52
NO CLASS Tuesday, September 10, 2024 (class cancelled)
Assignment for Thursday, September 5, 2024
Problem 2.1B & C, text pp. 86-104
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 2.1A (for discussion, not to turn in)
Assignment for Tuesday, September 3, 2024
Problem 2.1A, text pp. 71-86 (note: the Questions/Comments on pp. 81-86 are especially helpful) Required Documents: UCC 1-301, DS pp. 1196-1197 UCC 2-207, DS pp. 1203-1205 UCC 2-314 to 316, DS pp. 1208-1212 (skim)
I also suggest reading Problem 2.1B (text pp. 86-102) though we will not talk about it until Thursday
Assignment for Thursday, August 29, 2024
Problem 2.3, pp. 135-169 (Reading List Part IV)
Required Document: Federal Bills of Lading Act (Pomerene Act), DS pp. 1133-1139 (Plus COGSA from the previous assignment)
Also, review the Berisford case from Problem 2.2 (p. 129) Assignment for Tuesday, August 27, 2024
Problem 2.2, pp. 104-135 (Reading List Part III) Answer the questions on pp. 105-106
Required Documents (skim): Uniform Commercial Code (UCC) § 1-302(a), DS p. 1197 UCC §§ 2-319 & 2-320, DS pp. 1212-1217 UCC § 2-323(1), DS p. 1217 UCC § 2-513, DS pp. 1220-1222 Harter Act/Carriage of Goods by Sea Act (COGSA), DS pp. 1119-1122
Assignment for Thursday, August 22, 2024
Text, pp. 37-71 (Problem 2.0) Be prepared to discuss and explain the chart on p. 64.
Assignment for Tuesday, August 20, 2024
Text pp. 1-35 (introduction) and pp. 37-45 (description of the basic sales transaction).
Consider, and be prepared to discuss: What risks are faced by the parties to the transaction described in pp. 37-45, and how do they differ from risks faced in a similar domestic transaction?
COURSE DOWNLOADS
Problem 2.1A additional exercise (for 9/5)
Problem 5.1 supplemental materials: Commerce Control List (excerpts) (for 10/8) Problem 5.1 supplemental materials: Commerce Country Chart (excerpts) (for 10/8)
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