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261.1 sec. 1 - International Business Transactions (Spring 2013)
Instructor: Stavros Gadinis (view instructor's teaching evaluations | profile)
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Meeting Time: MTu 2:10-3:25
Meeting Location: 170
Course Start: January 07, 2013
Course Control Number (Non-1Ls): 49850
The goal of the course is to introduce students to the complications that might arise when a business transaction involves international elements. Typical examples of such transactions would be: concluding a supply deal with foreign providers, acquiring a foreign company, seeking financing from foreign investors, and financing a foreign company through the U.S. markets. The course will follow a structure that tracks closely the structure most often followed in transactional practice and reflected in most transaction documents. After a quick introduction about the parties’ freedom in choice of law, the first part of the course will explore the preparatory work for entering into an international transaction: due diligence and risk allocation. It will consider various types of assets and their regulation (e.g., real estate, intellectual property). It will then turn to assessing the main risks associated with a cross-border transaction, such as foreign torts and dealing with sovereigns, and discuss contractual devices used to limit these risks’ impact. The second part of the course will focus on transaction mechanics. It will first examine how the corporate form can be useful providing a vehicle for the agreement, through the use of subsidiaries, voting structures or shareholders’ agreements. It will then examine transaction types that involve the public markets, and U.S. securities laws in particular. Having thus discussed the main transaction structures, the course will next discuss typical conditions precedent for completion, such as regulatory approvals from anti-trust authorities or privacy regulators. In the last part of the course, we will discuss how transactions take into account the endgame: the possibility of bankruptcy, and the likelihood of lawsuits.
Business Associations and Securities Regulation
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A reader will be used in this class.
Instructor has indicated that no books will be assigned.