Central European University A Program for University Teachers, Advanced Ph.D. Students, Researchers and Professionals in the Social Sciences and Humanities Summer University

  THE LAW OF INTERNATIONAL BUSINESS TRANSACTIONS (In co-operation with Cardozo Law School, New York)

10-28 July, 2000

 

Course Director:  Professor Francis Gabor (University of Memphis, USA)
Resource Person: Dr George Feher (Legal Counsel, Weil,Gotshal & Manges - Budapest Office)

Francis A. Gabor is Professor of Law at the University of Memphis and recurring visiting professor at the Central European University Legal Studies Department. He received a Dr.Jur. degree from Eotvos Lorand University Law Faculty, an LL.M degree from University of California at Berkeley and Juris Doctor degree from Tulane University Law School. Professor Gabor teaches primarily in the area of Public and Private International Law, Comparative Law and International Business Law. He was a Fulbright scholar in 1981-82, 1990 and a Visiting Senior Fulbright
Lecturer at the Eotvos Lorand University in Budapest. Professor Gabor has published widely in American and European legal journals particularly in the area of  private international law, immigration law and international trade and investment law. He has been  consulting major international litigation cases. Professor Gabor
has been regularly teaching in several European summer programs organized by American law schools. He is on the Board of Editors of the Parker School  Journal of East European Law at Columbia University of New York.

Course objective
The course focuses on the core legal problems of negotiating and structuring international business transactions, as well as on the emerging institutions of the global economy by introducing the students to the modern problem solving approach to international business transactions. Professional visits and consultations with leading American and local attorneys practicing in the region will contribute to the practical aspects of this course.  Examination based on open-book essay type questions focusing on the students' problem solving ability.

Target audience
Lawyers, law teachers, doctoral students in law and business and international trade in public and private sector, business managers, and government employees working in international trade.

Course description
The first part of the course introduces the student to the environments within which transnational business operations take place.  Within this part selected topics include: global trade, capital and currency flows from the perspective of the World Trade Organization, IMF and World Bank - Corporate Actors in the Transnational Business Environment concentrating on the multinational enterprise - role of the international lawyers in the challenging global practice of law.  - Planning Private International Law safeguards in the Transnational Contracting Process.

The second part of the course provides for the students' transnational legal problem exercises in drafting and consulting on the most typical international business transactions such as an Export Sale of a Factory, a Distributorship Agreement and a Technology Transfer in the form of a Licensing Agreement.
 

The third part covers the challenging opportunities for doing business in Central-Europe.  As countries in this region have been moving toward market economy and membership in the European Union, the new economic and legal environment for international business transactions will be assessed.  This part will focus on privatization as well as the accompanying legal safeguards and incentives for foreign investment in the region.
 

Teaching Method
The course introduces the students to the modern problem solving approach to international business transactions.  Lectures with active class discussions on selected topics in public and private international law set the foundation for the understanding of concrete contractual forms of doing business abroad.  The comparative law approach will be emphasized.  Students will be encouraged to rely on their national legal perspective to better understand the western and international approaches to the actual transactions.  Tutorial seminars will help students in a more effective participation in the program.

Syllabus

INTERNATIONAL BUSINESS TRANSACTIONS
Institutions, Dispute Settlement, Transactions

Unless otherwise instructed, all readings will be in: Vagts, Transnational Business Problems Second Edition, Foundation Press 1998. The book will be distributed upon arrival. Prior to the course, a reading packet will be mailed to participants who will be requested to read the articles in the packet.

I       Introduction: Hypothetical case on the interdisciplinary approaches and challenges for the International Practice of Law.

II      The Conduct of Business in the World Economic Environment
 

                The Decision to Trade
                The Actors
                Forms of International Business

III     International Lawyers: A Comparative Overview                   147-163
 

IV      Leading Institutions of the World Economic Environment:
          World Trade Organization and IMF                                      30-100
 

                Introduction: Models for Trade Regulation

                United States Legislation on Trade Barriers

                The General Agreement on Tariffs and Trade

                National Exchange Controls

                The International Monetary Fund
 

V. Corporate Actors in the Transnational Business Environment 100-146
 
Legal Problems of  the Foreign Private Corporation

        Perspectives  Upon the Multinational Enterprise  (MNE)

VI.     Dispute Settlement: Synopsis of Private International Law 163-202
 

Outlines of an International Litigation Strategy

Choice of Law and Forum Selection Clauses

Private International Law from the United States Perspective
(Gabor's Article at 8 Northwestern Journal of International Law and Business 538-574

International Commercial Arbitration

Enforcement of Foreign Judgments and Arbitration of Awards
 

VII.    Problem Exercises in Transnational Business

        Problem 1: Transnational Sales                                  260-303

        Problem 2: A Distributorship Agreement                          303-354

Problem 3: Legal Model for Privatization and Investment In Central Europe: The Hungarian Experience (Gabor's Article at 24 Vanderbilt of Transnational. 269-303).
 

Required readings :
 
        Detlev Vagts Transnational Business Problems, Second Edition, Foundation press 1998 New York

        Gabor, Stepchild of the New Lex Mercatoria 8 Northwestern Jr. of Int'l Law 7 Business 538-74

        Gabor, The Quest for Transformation to Market Economy 24 Vanderbilt Jr. Transnat'l  270-304.
 

Central European University does not discriminate on the basis of--including, but not limited to--race, color, national and ethnic origin, religion, gender or sexual orientation in administering its educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs.