INTERNATIONAL BUSINESS TRANSACTIONS
Prof. Don De Amicis
Prof. Carol Mates
LAWG-876-09
Fall 2014
Wednesday 5:45 pm – 7:45 pm
Location: Hotung 5020
This course is an introductory survey of legal issues that may arise in connection with
international business transactions.
I.
Course Materials

International Business Transactions: Problems, Cases, and Materials (2d Ed.), by Daniel
Chow & Thomas Schoenbaum (Aspen Publishers), available in the bookstore
(“Casebook”).

Supplementary materials available as PDF files or online sources (including case
citations available on Westlaw or Lexis) identified in a supplementary materials list
(“Supplementary Materials”).

Additional materials may be distributed to students via Courseware periodically during
the course.
We are each happy to speak with students by telephone or to answer questions by e-mail. Please
do not hesitate to contact either one of us. If you do call and we are not available, please leave a
number where we can reach you and a good time to call, even if you intend to try us back later.
We will also be available after class most weeks. If you would like to schedule an appointment
for a meeting in person (which we are happy to do), please see us after class or contact us by
phone or e-mail.
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II.
Evaluation
A.
Final Examination (80%): There will be one open-book final examination at the end of
the course.
B.
Reading Summaries, Class Questions and Class Participation (20%):
Weekly Reading Summaries: Each student will prepare and submit by e-mail, by 9:00
am on the day of each class meeting, a brief (no more than 1-3 sentences) summary of
each case assigned for such class, as set forth in this syllabus under the “Cases” column
(some class sessions have no cases assigned). (The weekly summary must be submitted
regardless of whether a student attends class that week.) Each student is expected to
prepare his or her own summaries, and Georgetown University Law Center guidelines on
plagiarism will apply. The purpose of the assignment is to help the student summarize
and memorialize the key ideas in each reading. At the end of the course, a student’s
compiled summaries should assist in the synthesis of the material in anticipation of the
final examination.
Weekly Question for Class: In addition, students will submit by e-mail, by 9:00 am the
day of a class, one question that they had about the reading or the topic for that class. We
may use these questions to clarify certain points or as a jumping off point into the
discussion, but we will not respond directly to the email submissions.
Class Participation: Attendance and participation in class are fundamental. Please
notify either Professor De Amicis or Professor Mates in advance (by e-mail) of any
absences. Failure to attend and participate regularly in class may result in exclusion from
the course, a lower class grade, or non-award of academic credit even if the student
passes the exam. When you are in class, please be prepared to discuss the material
assigned for that class, to participate in discussions, ask questions, and share your insights
with the class.
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III.
Syllabus
The syllabus sets forth the reading for each class. The reading will be drawn from the Casebook
as well as the Supplementary Materials. The syllabus sets forth the pages of the Casebook that
you should read, as well as the sections of the Supplementary Materials. The syllabus also
indicates which Problems from the Casebook we will discuss during class. Please also note the
following:

You do not need to read the “Notes and Questions” that fall within the pages assigned in the
Casebook for that class unless they are specifically assigned.

You do not need to read a Problem that falls within the pages assigned in the Casebook for
that class, unless the Problem is specifically assigned.

You do not need to read a Case that falls within the pages assigned in the Casebook for that
class, unless the Case is specifically assigned.

Materials listed in the “Supplementary” column and Cases that are followed by (SM) are in
the Supplementary Materials. All other Cases are in the Casebook.
Additional readings may also be handed out in class and/or posted on Courseware.
The Syllabus may be revised and updated during the semester.
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Class #5
1 October 2014
Casebook
The Loan Transaction
Class #6
8 October 2014
Casebook
Project Financing & Secured
Lending
Problems
Exercise based on
Loan Agreement
Cases
Supplementary
Redacted Loan Agreement
Problems
Exercise Based on
Project Finance
Loan Agreement
and Security
Documentation
Cases
Supplementary
Articles:
A Practical Guide to Project Finance;
Rules for negotiating project finance
deals.
Problems
Cases
Major’s Furniture (SM);
Major Funding (SM)
In re Lehman Brothers (SM)
Supplementary
Sample Waterfall
Cases
Supplementary
UNCITRAL Model Law on CrossBorder Insolvency (Guide to
Enactment and Interpretation, pp 1932
Tri-Bar Report on Third Party Closing
Opinions
Public-Private Partnerships (PPP)
International Development and
Finance Institutions
Class #7
15 October 2014
Casebook
The Structured Finance
Transaction
Derivatives and Swaps
Class #8
22 October 2014
Casebook
Cross-Border Insolvency of
Business Enterprises
Problems
Legal Opinions: What function
do they Serve?
ISDA Master Agreement, Sections
2,5,6
Sample Legal Opinions
Class #9
29 October 2014
Casebook
Agency, Distributorships and
Franchises
297 - 310, 350-364
Problems
5-1, 5-2, 5-3, 511(2)
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Cases
Pronuptia de Paris
Supplementary