International Business Transactions (Course 444-0) California Western School of Law Syllabus Summer 2017 Professor James Cooper Part I live Classes in San Diego all at 12: 45 p m. to 2: 10 p m. San Diego time



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1International Business Transactions (Course 444-0)

California Western School of Law

Syllabus - Summer 2017
Professor James Cooper

Part I - Live Classes in San Diego - all at 12:45 p.m. to 2:10 p.m. San Diego time

7 classes - Monday, May 1, Friday, May 5, Monday, May 8, and Wednesday, May 10 and Friday, May 12 plus guest lectures on Monday, June 5 and Wednesday, June 7. Please note Friday classes are at 12:50 p.m. to 2:15 p.m.

 

Part II - Zoom Classes (distance learning live classes)  – 12:45 p.m. to 2:10 p.m. San Diego time but undertaken from Chile

5 classes - May 17, 24 and 31; June 14 and June 21.  

 

Part III - Live Classes in San Diego - all at 12:45 p.m. to 2:10 p.m. San Diego time. 16 classes - June 28; July 5, 7, 10, 12, 14, 17, 19, 24, 26, and 31; and August 2. Please note Friday classes are at 12:50 p.m. to 2:15 p.m.

 

In this calculation we have canceled the May 29 and July 3rd classes, as they are holidays.


Please note that two classes have been videoed ahead of time thereby removing the need to meet during those sessions (and are to be viewed on May 15 and May 22). 


Office:

Room 210, 350 Cedar St. (619-525-1430) (near the Career and Professional Development Office).

Office Hours:

Mondays at 2:30 p.m.-5:00 p.m. and Wednesdays from 2:30 - 5:00 p.m. while classes are in session or by appointment.

E-mail:

jcooper@cwsl.edu


Library Resources: http://libraryguides.cwsl.edu/library/scholarly-writing/ibt
Required Textbook:
Detlev F. Vagts, William S. Dodge & Harold Hongju Koh, Transnational Business Problems (Foundation, 5th ed. 2014)
Also on Reserve:
Jerold A. Friedland, Understanding International Business and Financial Transactions (Lexis/Nexis, 3d ed. 2010)
Course Learning Outcomes
The course will introduce students to a range of issues fundamental to international business law, including:  transnational lawyering, international business dispute settlement (litigation and arbitration), the nature of the international law and treaties that govern international business transactions, the application of national law to conduct or individuals located abroad, the world economic environment of the World Trade Organization (WTO) and its predecessor regime under the General Agreement on Tariffs and Trade (GATT), the regional economic environment of the North American Free Trade Agreement (NAFTA) and other international trade and investment treaties to which the United States is a party, foreign corporations and multinational enterprises, and some basics about international tax.  By the close of the trimester we may work through one or two realistic problems that allow students to pull together issues they have studied.
This course, introduce the learning outcomes listed hereunder. This means students may be exposed to these outcomes for the first time, and that these concepts or ideas are discussed briefly or on a fairly a basic level:
• Adapt, where feasible, a preventive and proactive view toward solving problems, taking into consideration the causes (including historical political, socio-economic, and so forth), rather than just the effects, of such problems.
This course will develop the following learning outcomes. This means that the instructor will expand or elaborate on these learning outcomes, to bring these concepts or ideas to a more advanced state of understanding for students.
• Explain the meanings of legal language and terminology.
• Explain the role of case law and precedent in our legal system and the workings of other legal systems.
• Explain the role and process of statutory and regulatory law.
• Describe the rules of statutory construction.
• Describe the workings of treaties through their provisions and preambles.
• Identify custom, both domestic and in international law, and define its value to a legal problem.
• Describe the advantages and disadvantages of various processes for resolving problems, including legislation, litigation, mediation and arbitration.
• Conduct effective, and where the CWSL Scholarly Writing Requirement is being fulfilled original, legal research, including: (1) Creating an efficient and comprehensive research plan and implementing it; (2) Using hard copy and digital resources to find, understand, and organize rules of law, their elements, and the policies behind them; (3) Ensuring that cited law is current and applicable; (4) Using proper citation format in all legal writing; and (5) Using librarians and professional staff to assist when needed.
• Apply legal language and terminology both in domestic and international contexts.
Finally, in this course, this course should assist students to be proficient in the following learning outcomes. This means that students are expect to have expertise with respect to these learning outcomes at the conclusion of the course.
• Explain the role of legal culture in resolving problems, both for clients and society at large.
• Explain the fundamentals of supranational legal systems including the United Nations, the World Trade Organization, the North American Free Trade Agreement, the European Union, and MERCOSUR and the legal institutions of each of these systems.
• Explain the importance of a functioning legal system (with its respective norms, rules and institutions) and the role of the lawyer within that system.
• Explain the various types of legal systems around the globe, including the common law tradition, civil law tradition, indigenous tradition, religious traditions, and scientific socialism.

Required Readings and Suggested Readings:
The “Required Readings” from the required textbook are listed for each class so that students may read in advance of each class. Where there are supplemental readings, they are listed as “Suggested Readings”. In the classes where there is no assignment from the required textbook, other materials to prepare for class will be listed as “Required Reading”.

Evaluation:
The students’ final grade will be based on a number of evaluative tools. Students will be required to write an independent, original research essay with footnotes and this shall be worth 75% of the final grade. The essay will be due at 4:30 p.m. on Monday, August 7, 2017. A hard copy of the essay is to be submitted to Faculty Support Services (FSS) at CWSL and stamped with the date and time of submission (as well as the name and signature of the FSS member receiving the essay). For 15% of the students’ final grade, students will be required to write a 700-word opinion piece as per the San Diego Business Journal’s specifications, for submission to that newspaper. This opinion piece will be due on June 9, 2017 at 11:59 p.m. and emailed to faculty support (jas@cwsl.edu). There will also be a 10% share of students’ final grade for participation in the course.
Professor Cooper also reserves the discretion to award classroom participation points (“Push Points”) in accordance with CWSL’s policies.
Calculating the amount of work that constitutes one credit hour, this is a 3-credit class, meaning that, in addition to attending class each week and any out-of-class meetings, the professor has determined that the assigned readings and the preparation by students of any assignments or papers will require you to spend 432 minutes (or 7.2 hours) each week outside of class preparing for class and completing practicum assignments/papers.

Class Schedule (subject to change):

Note: There are a number of online lectures that are pre-recorded and that students are expected to watch during the trimester.

Monday, May 1, 2017 (Class 1)
Introduction to the Course;

Introductions of Students and Professor

Course Outline

Methods of Evaluation

Instructor Expectations

How to Do the Readings


Transnational Lawyering – pages 1-21

The Rules of Transnational Practice

Foreign Lawyers

Conflicts of the Law on Lawyering



Friday, May 7, 2017 (Class 2)
International Dispute Resolution – pages 21-41

Litigating in the United States or Abroad

International Jurisdiction in U.S. Courts

Enforcement of Judgments Internationally

Procedural Problems in International Litigation

Other Forms of Dispute Resolution: Arbitration, Mediation


Suggested Reading:
James Cooper, Corporate Accountability at Abu Ghraib, San Diego Union Trib., July 16, 2004.

Monday, May 8, 2017 (Class 3)
Short Lecture by Professor Roberta Thyfault about the Scholarly Writing Requirement.
International Dispute Resolution (continued) - pages 41-61

Chapter 11 of NAFTA and the Problem with Investor-State Dispute Resolution

The Rise of Arbitration

Transnational Litigation: Alien Tort Claims Act; Belgian, Spanish and other countries with Universal Jurisdiction

Financial Hubs: New York City, Paris, London, Hong Kong, and Singapore
Suggested Reading:
Claire Provost & Matt Kennard, The obscure legal system that lets corporations sue countries, Guardian, June 10, 2015, available at http://www.theguardian.com/business/2015/jun/10/obscure-legal-system-lets-corportations-sue-states-ttip-icsid (last visited on Nov. 7, 2015).
Elizabeth Warren, The Trans-Pacific Partnership clause everyone should oppose, Wash. Post, Feb. 25, 2014, available at https://www.washingtonpost.com/opinions/kill-the-dispute-settlement-language-in-the-trans-pacific-partnership/2015/02/25/ec7705a2-bd1e-11e4-b274-e5209a3bc9a9_story.html (last visited on Nov. 7, 2015).
Mobil Venezolana de Petróleos Inc. v. Bolivarian Republic of Venezuela, ICSID/World Bank, Oct. 9, 2014, available at https://icsid.worldbank.org/ICSID/FrontServlet?requestType=CasesRH&actionVal=showDoc&docId=DC4952_En&caseId=C256 (last visited on Dec. 22, 2015).

Wednesday, May 10, 2017 (Class 4)
The Basics of Transnational Law - pages 63-94

Customary International Law and International Business Transactions

The Law of Treaties: The Convention on the International Sale of Goods (1982)

Other Sources of International Law


The United Nations Convention on Contracts for the International Sales of Goods, available at

https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf


Friday, May 12, 2017 (Class 5)
Extraterritorial Application of National Law - pages 94-121

Helms Burton Act

U.S. Anti Trust/Competition Laws

British Airways and American Airline Merger

General Electric and Honeywell Merger

Google Investigation, Microsoft Explorer, and Other European Union Machinations


Suggested Reading:
James Cooper, Creative Problem Solving and the Castro Conundrum, 28 Cal. West. Int’l L. J. 391(1998).

Monday, May 15, 2017 (Class 6) TO BE DONE ON STUDENTS’ OWN TIME
The World Economic Environment: WTO, GATT and IMF - pages 123-133

The Three Pillars of Post-World War Two Financial Architecture

The International Labor Organization and the Havana Charter

The Overloading of GATT

The Challenges of Most Favored Nation Treatment, Generalized System of Preferences, and Regional Agreements

Cross-Sector Retaliation: The E.U.-U.S. Bananas Case

The Battle of Seattle 1999

The Development Round




Suggested Reading:
James Cooper, Signs of change in U.S. trade policy, San Diego Union-Tribune, Dec. 12, 1997, at B7.
James Cooper, Fixing the global monetary system, San Diego Union-Tribune, Oct. 6, 1998, at B9.
James Cooper, U.S. not the only trading game for Latin America, San Diego Union-Tribune,

Sept. 28, 2008, at F3.



Video Lectures on International Law and International Trade Law


#

TIME

PANOPTO TITLE/LINK

URL

1

8:18

International Trade Law Prof. James Cooper - Class 1

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=381d096f-2fe1-4613-8f3f-838c20f29f95

2

9:24

International Trade Law Prof. James Cooper - Class 2

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=db5b1247-7ab0-4042-b597-7e83a5a50c8e

3

7:08

International Trade Law / Prof. James Cooper - Class 3

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=ce3d78cb-58ef-4a04-911f-2e04b0a5ea04

4

7:44

International Trade Law Prof. James Cooper - Class 4

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=ed6a3d60-c952-4c50-92cc-b01d64b0be52

5

10:35

International Trade Law Prof. James Cooper - Class 5

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=9d36a4d7-6071-4e92-ae26-9f6fd5b34146

6

11:53

An Uncensored History of International Law - class3

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=8371ffbc-c074-4604-b662-ba19dbfbcb2c

7

9:36

An Uncensored History of International Law - class5

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=c5bdeafe-8840-4d9b-bb57-92884887bc99

8

12:22

An Uncensored History of International Law - class7

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=55f18a10-a894-474e-83f3-aadc57ad92d0

9

16:13

An Uncensored History of International Law - class9

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=e4bc4c6f-abf9-4d97-9c25-4f38aadf3e30

10

11:19

An Uncensored History of International Law - class10

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=6d8d1b22-3299-4e21-b186-f57af9148513




~104m






These lectures are cumulatively 104 minutes of class time.



Wednesday, May 17, 2017 (Class 7) - ZOOM CLASS
The World Economic Environment: WTO, GATT and IMF - pages 133-159

The Old GATT Dispute Resolution System

A New Rules-Based System: The World Trade Organization Dispute Settlement
Suggested Reading:
James M. Cooper, Spirits in the Material World: A Post-Modern Approach to United States Trade Policy, 14 Am. U. Int’l L. Rev. 957 (1999).
James Cooper, Time to review trade relations with Mexico, San Fran. Chronicle, Mar. 12, 2013.
Monday, May 22, 2017 (Class 8) - TO BE DONE ON STUDENTS’ OWN TIME
Video Lectures on North American Free Trade Agreement

 


#

TIME

PANOPTO TITLE/LINK

URL

1

12:10

1 NAFTA - Introduction to NAFTA 2

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=cc7a0be9-83e0-42e6-b8bf-9dccee994325

2

13:46

2 NAFTA Globalization

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=0c1b8884-7ba9-4e85-b93d-bffdde90b42b

3

7:25

3 NAFTA Dispute Resolution in General Class 1

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=aae6cfc2-1ce7-411a-8889-2006fbc4f40e

4

6:43

3 NAFTA Dispute Resolution in General Class 2

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=1f325c6a-3b40-49d6-96dd-60bb45083205

5

5:31

3 NAFTA Dispute Resolution in General Class 3

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=d68b32cc-9aed-4418-abad-7a20637daa1c

6

9:15

3 NAFTA Dispute Resolution in General Class 4

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=3072e0e5-db13-477f-9ee0-c8169f845fe8

7

19:42

4 NAFTA Social Dislocation

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=aaa37e2d-d43a-474a-bf38-05f54ace6bd0

8

16:11

5 NAFTA Globaization Bargain - IP

https://cwsl.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=d68c7e77-f869-4952-aa70-5ef5c38970f6




~90m






These lectures are cumulatively 90 minutes of class time.


Required Reading:
James Cooper, The North American Free Trade Agreement and Its Legacy on the Resolution of Intellectual Property Disputes, 43 Cal. West. Int’l L. J. 155 (2012).
James Cooper, The Complicated Relationship: A Snapshot of the U.S.-Mexico Border, Konrad Adenauer Foundation Washington Office, June 17, 2010, available at http://www.kas.de/usa/en/publications/19916/, reprinted in Konrad Adenauer Stiftung, KAS International Reports (10/10), at 35-58 (http://www.kas.de/wf/en/33.20667/).
James Cooper, It’s Time to Put an End to Private Prisons, San Diego Business Journal, Nov. 16, 2015, at 39.
James Cooper, The Rise of Private Actors at the United States-Mexico Border, 33 Wisconsin Int’l L. J. 101 (Symposium Edition) (2016).
Tom Dart, Inside the US 'border industrial complex': spy tech meets immigration crackdown, Guardian, Apr. 26, 2015, available at http://www.theguardian.com/world/2015/apr/26/surveillance-border-security-expo (last visited on Dec. 24, 2015).
Richard Rosecrance, The Rise of the Virtual State, 75:4 Foreign Affairs 45-62 (1996) available at https://www.foreignaffairs.com/articles/1996-07-01/rise-virtual-state-territory-becomes-pass (last visited on Nov. 27, 2015).

Wednesday, May 24, 2017 (Class 9) – ZOOM CLASS
Corporate Actors in the Transnational Business Environment - pages 161-183

The Nationality of Corporations

The Treatment of Foreign Corporations

Remembering BCCI


Suggested Reading:

James Cooper, “Seen and Not Seen”: System Friction and the Battle Over Corporate Governance, in Trends in World Trade Policy: Essays in Honor of Sylvia Ostry (Alan Alexandroff, ed.) (2006).

United Nations Global Compact, available at http://www.unglobalcompact.org.


John Ruggie’s Guiding Principles, available at http://www.business-humanrights.org/SpecialRepPortal/Home.
Corporate Responsibility Coalition, available at http://corporate-responsibility.org/about/.

Wednesday, May 31, 2017 (Class 10) – ZOOM CLASS
Corporate Actors in the Transnational Business Environment (continued) - pages 183-207

The Multinational Enterprise

Corporate Compact, Social Responsibility, and the OECD Guidelines on Multinational Enterprises
Suggested Reading:
Steven R. Ratner, Corporations and Human Rights: A Theory of Legal Responsibility, 111 Yale L. J. 443 (2001). See http://www.yalelawjournal.org/the-yale-law-journal/article/corporations-and-human-rights:-a-theory-of-legal-responsibility/.

Monday, June 5, 2017 (Class 11) – IN CLASS LECTURE BY GUEST
The International Tax Environment - pages 209-225
Guest Lecture by John Maxwell, Esq., Hone & Maxwell, San Diego, CA

Wednesday, June 7, 2017 (Class 12) – IN CLASS LECTURE BY GUEST
The International Tax Environment - pages 225-250
Guest Lecture by John Maxwell, Esq. and Aaron Li, Esq., Maxwell & Associates, San Diego, CA.
See http://honemaxwell.com/firm-partners/about-josh-maxwell/
Required Reading:
Robert W. Wood, 10 Facts About FATCA, America's Manifest Destiny Law Changing Banking Worldwide, Forbes, Aug. 19, 2014, available at http://www.forbes.com/sites/robertwood/2014/08/19/ten-facts-about-fatca-americas-manifest-destiny-law-changing-banking-worldwide/ (last visited on Dec. 27, 2015).
Conrad de Aenlle, Few Places to Hide as Taxes Trend Higher Worldwide, N.Y. Times, Dec. 2, 2012, available at http://www.nytimes.com/2012/12/03/business/global/03iht-srtaxlede03.html (last visited on Nov. 30, 2015).

A 700-word opinion piece as per the San Diego Business Journal’s specifications, for submission to that newspaper, is due via email to jcooper@cwsl.edu on June 9, 2017 at 11:59 p.m. San Diego time.

Wednesday, June 14, 2017 (Class 13) – ZOOM CLASS
Choice of Law and Choice of Forum - pages 253-273

Wednesday, June 21, 2017 (Class 14) – ZOOM CLASS
Transactions at the U.S.-Mexico Border; Agreements of Purchase and Sale

Lecture by Antonio Maldonado, Esq. See http://www.maldonado-law-group.com/page/antonio-maldonado



Wednesday, June 28 (Class 15)
U.S. Regulation of Export Trade - pages 283-305

Wednesday, July 5, 2017 (Class 16)
Sanctions
Required Reading:
Clifford Krauss, U.S. Rejects Exxon Mobil Bid for Waiver on Russia Sanctions, N.Y. Times, Apr. 21, 2017, available at https://www.nytimes.com/2017/04/21/business/energy-environment/treasury-exxon-mobil-sanctions-waiver.html?_r=0 (last visited on Apr. 22, 2017).
Joy Gordon, The human costs of the Iran sanctions, Foreign Policy, Oct. 18, 2013, available at http://foreignpolicy.com/2013/10/18/the-human-costs-of-the-iran-sanctions/ (last visited on Apr. 22, 2017).
U.S. Department of State, Economic Sanctions Policy and Implementation, state.gov, available at http://www.state.gov/e/eb/tfs/spi/ (last visited on Apr. 22, 2017).
U.S. Department of the Treasury, Sanctions Programs and Country Information, treasury.gov, available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx (last visited on April. 22, 2017).

Friday, July 7, 2017 (Class 17)
Terrorism and Business
Required Reading:
Ben Protess, New York Proposes New Banking Rules to Staunch Flow of Illicit Financing, N.Y. Times, Nov. 30, 2015, available at http://www.nytimes.com/2015/12/01/business/dealbook/new-york-proposes-new-banking-rules-to-staunch-flow-of-illicit-financing.html?ref=business&_r=0 (last visited on Nov. 30, 2015)

Monday, July 10, 2017 (Class 18)
Mergers and Acquisitions - pages 427-448
Guest Lecture by Alejandro Huneeus, Esq., former Managing Partner of Morales y Besa, Santiago de Chile and Of Counsel to Accelerate Legal, San Francisco, http://acceleratelegal.com.

Wednesday, July 12, 2017 (Class 19)
Alien Tort Claims Statute
Professor William Aceves will be lecturing on the Alien Tort Claims Act and other issues of transnational litigation. See https://www.cwsl.edu/faculty-staff-and-campus-directories/faculty-and-staff-directory/w/william-j-aceves.
Required Reading:
Kiobel v. Royal Dutch Petroleum Co., 133 S.Ct. 1659 (2013).

Friday, July 14, 2017 (Class 20)
Agency and Distributorship Agreements - pages 307-324

Monday, July 17, 2017 (Class 21)
Licensing Agreements and International Intellectual Property Law - pages 343-360
Lecture by Dr. Adam Andrzjewski, Kaminski University, Warsaw, Poland, on International Intellectual Property Law and Piracy of Intellectual Property,

Wednesday, July 19, 2017 (Class 22)
Antitrust and Other Aspects of IP Law - pages 360-370
The Scourge of IP Piracy

Connections to Terrorism Financing

Connections to Transnational Organized Crime

Threats to National Health and Safety

Threats to National Cultural Patrimony

Threats to Research and Development


Suggested Reading:
James Cooper, Pirated CDs may fund terror networks, Providence Journal, Aug. 17, 2004.
James Cooper, Intellectual Property Theft in Latin America, Providence Journal, March 14, 2010.
James Cooper, Why Intellectual Property Matters, Los Angeles Daily Journal, Sept. 15, 2010, at 5.
James Cooper, Piracy 101, Cal. West. Int’l L. J. (Special Edition) 89 (2005).

Monday, July 24, 2017 (Class 23)
Cross Cultural Negotiation
Lecture by Professor Mark Weinstein on “The Impact of Culture on the Practice of Law and International Business”.
Required Reading: To be assigned.

Wednesday, July 26, 2017 (Class 24)
International Joint Ventures - pages 475-499

Monday, July 31, 2017 (Class 25)
Corruption
Required Reading:
Criminal Division of the U.S. Department of Justice & the Enforcement Division of the Securities and Exchange Commission, A Resource Guide to the U.S. Foreign Corrupt Practices Act, 2012, available at http://www.justice.gov/criminal-fraud/foreign-corrupt-practices-act (last visited on Nov. 29, 2015).
U.S. Department of Justice, Foreign Corrupt Practices Act, available at http://www.sec.gov/spotlight/fcpa/fcpa-resource-guide.pdf (last visited on Nov. 29, 2015).
Transparency International, Overview of Corruption Perceptions Index, available at http://www.transparency.org/research/cpi/overview (last visited on Feb. 22, 2016).
Council of Europe, Criminal Law Convention on Corruption (Treaty No. 173), 1999, available at http://www.coe.int/en/web/conventions/full-list/-/conventions/treaty/173 (last visited on Feb. 22, 2016).
United Nations Convention Against Corruption, 2004, available at https://www.unodc.org/documents/treaties/UNCAC/Publications/Convention/08-50026_E.pdf

(last visited on Feb. 22, 2016).



Wednesday, August 2, 2017 (Class 26)
Public-Private Partnerships
Guest lecture by Dean Paul Verkuil, Cardoso School of Law, Yeshiva University, New York City, Former Chair, Administrative Conference of the United States, Washington D.C.
Required Reading: To be assigned.

End of course


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