INTERNATIONAL BUSINESS TRANSACTIONS: Survey Course
University of Denver Sturm College of Law
Spring 2015
Monday and Wednesday from 4:15-5:30p.m. in Room 270
Professor Brad Olsen
jbolsen@hatchlawyers.com
303.298.1800 (office); 303.726.2211 (mobile)
Course Description:
This course provides students with an overview of key legal issues faced by companies that are involved in
international business and the role of lawyers in addressing those issues. The focus is on transactional
problems and legal solutions.
Students will apply their experience and existing knowledge while developing new skills and expanding
their knowledge of international transactions including the commercial terms of international sales
agreements, and the allocation of shipping responsibilities/risk of loss and bills of lading; financing
arrangements and letters of credit; intellectual property issues including protecting and licensing IP;
franchising and distribution agreements; foreign investment; applicable government regulation of trade
including import barriers, competition/antitrust compliance and fraud/bribery regulation; and international
dispute resolution.
Throughout the course the relationship between law, culture and ethics will be
considered.
Resources:
The course will be taught primarily from the following materials:
(1) INTERNATIONAL BUSINESS TRANSACTIONS: A PROBLEM- ORIENTED COURSEBOOK, 11TH EDITION. Folsom,
Gordon, Spanogle, Fitzgerald and Van Alstine, Thomson Reuters (2012).
ISBN: 978-0-314-27446-5
(2) 2012 DOCUMENTS SUPPLEMENT TO INTERNATIONAL BUSINESS TRANSACTIONS, 11TH EDITION. Folsom,
Gordon, Spanogle, Fitzgerald and Van Alstine, 11th Edition. Thomson Reuters West (2012).
ISBN: 978-0-314-27451-9
International Business Transactions is a dynamic area of law typified by rapid change. This is a course where
topics in the syllabus will often connect to news headlines and business developments.
Preparation and Attendance:
Informed class participation is integral to the course. Think of our class time as a meeting with Senior
Executives that expect their attorneys to be prepared, knowledgeable, creative and ready to fully engage in the
business problem and design a solution. This means you must be present (this is more than merely filling a
seat), engaged and prepared. You must be ready to actively participate in the discussions and in discussing
solutions to the various problems presented. This requires preparation and critical thinking. Meaningful and
thoughtful class participation will count for 15% of your grade.
Final Examination: The final exam will be take home style, submitted electronically within the specified time
limits. The final exam will count for 85% of your grade.
1
Work Product, Deliverables and Grading:
Item
Deadline
% of Grade
In-class Grade (contributions to class
discussion)
Throughout semester
15%
Final Exam
End semester
85%
Course Objectives:
By the end of the course students will have,
1. A good understanding of overall themes in International Business Transactions;
2. A good understanding of the basics of international transactions and the unique nuances as compared to
an entirely domestic deal;
3. The confidence to be a part of a deal team handling an international transaction; and
4. An appreciation for the cultural and ethical dynamics in international transactions and our responsibility
as lawyers.
Substantive course coverage:
Date
Lead Lecturer(s)
& Guest
Day 1
(January 12)
NO Class
Day 2
(January 14)
Olsen
Topic
Reading
No Class
No Class. We will begin our class on January
14th.
Course introduction:
Course Objectives (an
interactive discussion:
come prepared to share
your expectations).
International Trade: Why
engage in international
trade (understand rewards
and risks)? Who are the
players including the role
of Counsel? What are the
basic forms of International
Trade?
The Schuman Declaration,
http://europa.eu/about-eu/basicinformation/symbols/europe-day/schumandeclaration/index_en.htm
Read pp. 2- 25
Optional: The Spaak Report (this is in French at
http://aei.pitt.edu/996/1/Spaak_report_french.pdf)
There is an English summary of key points at
http://aei.pitt.edu/995/1/Spaak_report.pdf
Optional: Read MLK’s Letter from Birmingham
Jail
There is no
class on Jan
19th in honor
of MLK:
“Injustice
anywhere is
a threat to
justice
everywhere.”
4/16/63)
2
Day 3:
(January 21)
Olsen;
International Sales
Agreements: the Basic
Transaction: Toys to
Greece
Read pp. 28-58
Day 4
(January 26)
Olsen
International Sales
Agreements:
Read pp. 58-73
Day 5
(January 28)
Olsen
Day 6 (Feb.
2)
Guest: Ted
Biderman;
Experienced senior
business leader of
a multi-national
company and Chief
Compliance
Officer and Legal
Counsel
Olsen
Day 7 (Feb.
4)
Day 8 (Feb.
9)
Olsen
“The Battle of the Forms”
meets Conflict of Laws:
Insulation to Germany
Enter International Law:
Convention on
International Sale of Goods
Guest
Read pp. 73-90
No new reading
Tip: You might want to begin the next reading
assignment.
Part A: the Role of
Commercial Terms and
Part B. The Basics of
Carrier Liability;
Commercial Terms; Bills
of Lading and Insurance
Commercial Impossibility
Doctrine: Excuse for NonPerformance
Read pp. 90-125
Read pp. 125-158
Oil from Araby Problem
Day 9 (Feb.
11)
Day 10 (Feb.
16)
Olsen;
Catch up Day
Olsen;
Back to the Bill of Lading:
Read pp. 191-208
Day 11 (Feb.
18)
Olsen
Computers to Caracas;
Bills of Lading Revisited:
Read pp. 208-223
Catch up day
Misdescription and
Disclaimers of Description
Forged Bills of Lading
Day 12 (Feb.
23)
Olsen;
Financing the International
Sale of Goods
Read pp. 224-268; Plan to cover the questions in
Section A on pp. 265 and 266.
Letters of Credit: Gold
Pens for France
Day 13 (Feb.
25)
Olsen
Continue discussion on
Letters of Credit
3
No new reading; Read pp. 224-268; Plan to cover
the rest of the questions.
Day 14
(March 2)
Day 15
(March 4)
Day 16
(March 9)
Olsen
Olsen
Olsen;
NB: Next
week is
Spring
Break, Mar
16-21
Fraudulent Letters of Credit
Tablets from China
Catch up day
Technology Transfer:
Intellectual Property and
Licensing
Read pp. 268-301
Catch up day
Read pp. 752-779; Part A
Basics of IP
Introduce Problem 9.1:
Colonel Chicken Goes
Abroad
Day 17
Technology Transfer:
Intellectual Property and
Licensing
(March 11)
Discussion continued; Read pp. 752-779; review
a typical Confidentiality Agreement
Finish Problem 9.1:
Colonel Chicken Goes
Abroad
Spring Break
March 16-21
Day 18
(March 23)
Day 19
(March 25)
Day 20
(March 30)
Day 21
(April 1)
Spring Break
Olsen; Guest: Kim
Nolan, DU Law
grad with
International
experience
representing UK
owned, US based
manufacturer
Olsen
Olsen
Olsen
Spring Break
Spring Break
Guest
Review Distributor Agreement and discuss
Agency Agreements in EU (to be provided)
Regulation of the
International Franchise
Agreement
Read pp. 780-799; Part B; Read Pronuptia Case
161/84 and EU Appendix pp 1308 - 1319
Protection of Intellectual
Property:
Read pp. 799-836
Problem 9.2: Pirated and
Grey Market Rockers™
Music
Patent and Trade Secret
Licensing;
Read pp. 869-886 (this is the focus of our
discussion) and 886-897
Problem 9.4: Oil Drilling
Bits in Germany
Day 22
(April 6)
Olsen
Discussion continued; no
new reading
4
Review Example of a negotiated License and
Technical Assistance Agreement (to be provided)
Olsen
Foreign Investment
Day 24
(April 13)
Day 25
(April 15)
Olsen
Establishing and Operating
a Foreign Investment:
Domestic Goods in Europe
& Worker participation in
the EU
Discussion continued;
Catch up day
Acquisition of a European
Business by Merger; Antitrust and competition issues
Day 26
(April 20)
Olsen
International Regulation of
Trade; FCPA; Problem 8.3
Day 27
(April 22):
Olsen; Possible
Guest panel on
corporate
compliance TBC
Olsen
Discussion continued;
Corporate Compliance
No new reading
Read pp. 1134-1164
na
International Dispute
Resolution. Televisions
Everywhere: Choice of
Forum
Reading Days
na
Final examination period
Day 23
(April 8)
Day 28
(April 27)
Last day of
Class
April 28 to
29
April 30
May 14
Olsen
Read pp. 900-934; 947-954
5
Catch up day
Read pp. 934-947; supplemental readings to be
provided
Read pp. 722-749; supplemental reading to be
provided; Focus on Part A