Karina Siegel
Spring Term 1996
Department of Legal Studies


The object of this course is to discuss the main legal considerations involved in the structuring of international business transactions. These will be studied under three broad headings: organizational form, financing of the international "deal", and allocation of profits or losses.

While there is no single "typical" international deal -- and practitioner will be quick to tell you that each business area, each country and indeed each transaction has its own particular issues -- some basic factors must generally be considered in all international transactions.

In this course we will identify these factors and discuss the ramifications of various possible decisions in the context of several real or hypothetical international transactions. We will discuss the issues that are likely to arise in each of the various stages in the development of the transaction, namely:

a) choice of equity investors and equity structure;
b) choice of lenders and debt structure;
c) choice of investment entity at the levels of the equity investors, the ultimate project company and intermediate entities;
d) planning for an interim exit structure for short term investors, such as equipment suppliers and the like; and
e) planning for the possibility that the venture may fail.

Where appropriate, the discussion will include the tax aspects of the business plan. For example, in connection with determination of the structure of the venture, there will be a discussion of entity characterization and the resultant tax consequences to individual and corporate investors. We shall also study the related questions of taxation of corporate income and corporate distributions, including the tax consequences of the use of debt and the implications of the existence or absence of an integrated tax system in the home country of the investor.

Other topics to be studied will include the appropriate use of local counsel in international transactions, the costs of engaging in international transactions (such as import and export duties and the general rules of taxation of non-residents) and strategies to minimize such costs.

Digitized version prepared by the Curriculum Resource Center (CRC)
CEU Budapest, Hungary
Revised: April 1996


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