Law 794: Practice and Strategic Development of International Business Transactions, The

This course will explore the fundamental issues, strategic considerations, and principles inherent in transnational business transactions and the role of the international attorney in structuring and implementing such transactions. Organized to compliment Law 653: International Business Transactions, this course will concentrate primarily on the practical aspects of negotiating international agreements, while still considering the theoretical and abstract motivations fueling cross-border business ventures in developing countries. The two-week course will begin with a comparative analysis of both the U.S. common law system and the civil law system, with emphasis given to the legal framework and environments of Brazil and Latin America specifically. Thereafter, class time will be devoted to a detailed case study of a merger and acquisition transaction involving the purchase of a Brazilian entity by a U.S. multinational corporation. From due diligence investigations to post-closing matters, the process of constructing an “international deal” will be analyzed step by step, exploring all phases of the venture from the perspective of both U.S. and Brazilian clients. Focus will be given to recognizing and anticipating potential areas of conflict, and evaluating the appropriate and legally viable measures available to address these issues. The goal of this course is to prepare students to assist both U.S. and foreign clients in the process of conducting business across borders. Throughout the life of the course, we will discuss the discrepancies in legal and social cultures between the U.S. and the developing countries of the Americas, as well as its impact on clients. Substantive areas of law to be covered include business organizations, international business transactions, anti-trust, tax, environmental, and contract law, among others.

Sequence and Prerequisites: None.