International Business Transactions
California Western School of Law
Syllabus - Spring 2016
Professor James Cooper
Classes:
Tuesdays, Thursdays, 10:50 a.m.-12:05 p.m. in LH2, and some Fridays
(Jan. 15 (MMR), and Mar. 4, 2016 (LH2) at 1:15 - 2:30 p.m., and on
Friday, Feb. 19 – 10 a.m.-12:00 p.m. and 1 p.m. - 3 p.m. in the
Boardroom).
Office:
Room 210, 350 Cedar St. (619-525-1430) (near Career Services).
Office Hours:
Mondays at 4 p.m.-5:15 p.m. and Tuesdays from 1:30-4:00 p.m. while
classes are in session or by appointment.
E-mail:
jcooper@cwsl.edu
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)
Required Readings and Suggested Readings:
The “Required Readings” from the required textbook are listed for each class so that you 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:
Your final grade will be based on a number of evaluative tools. You will be required to write an
independent, original research essay with footnotes and this shall be worth 70% of your final
grade. The essay will be due on the first day of examinations in the Spring 2016 examination
schedule. For 15% of your final grade, you 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 February 19, 2016 at 11:59 p.m. There will also be a 15% share of
your final grade for participation in the course.
March 3, 2016
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Professor Cooper also reserves the discretion to award classroom participation points (“Push
Points”) in accordance with CWSL’s policies.
The course will introduce 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 the Trans-Pacific Partnership
(TPP), foreign corporations and multinational enterprises, and some basics about international
tax. By the close of the trimester we shall work through one or two realistic problems that will
allow students to pull together issues they have studied.
Class Schedule
Tuesday, January 5, 2016
Introduction to the Course;
Introductions of Students and Professor
Course Outline
Methods of Evaluation
Instructor Expectations
How to Do the Readings
Thursday, January 7, 2016
Transnational Lawyering – pages 1-21
The Rules of Transnational Practice
Foreign Lawyers
Conflicts of the Law on Lawyering
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,
available at http://www.utsandiego.com/uniontrib/20040716/news_lz1e16cooper.html (last
visited on Nov. 30, 2015).
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Tuesday, January 12, 2016
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-suestates-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-disputesettlement-language-in-the-trans-pacific-partnership/2015/02/25/ec7705a2-bd1e-11e4-b274e5209a3bc9a9_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&d
ocId=DC4952_En&caseId=C256 (last visited on Dec. 22, 2015).
Thursday, January 14, 2015
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
Friday, January 15, 2016
Please note that this class starts at 1:15 p.m. and is in the MMR.
Extraterritorial Application of National Law - pages 94-121
Helms Burton Act
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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).
Tuesday, January 19, 2016
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
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.
Thursday, January 21, 2016
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
Cross-Sector Retaliation: The E.U.-U.S. Bananas Case
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).
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James Cooper, Time to review trade relations with Mexico, SAN FRAN. CHRONICLE, Mar. 12,
2013.
Tuesday, January 26, 2016
International Monetary Fund continued.
Class exercise on the IMF.
Thursday, January 28, 2016
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.businesshumanrights.org/SpecialRepPortal/Home.
Corporate Responsibility Coalition, available at http://corporate-responsibility.org/about/.
Tuesday, February 2, 2016
The International Tax Environment - pages 209-225
Guest Lecture by Anne Marie Rábago, Esq., Access to Law Initiative, San Diego – See
http://rabagolaw.com/About/Meet_Anne_Marie.html.
Thursday, February 4, 2016
The International Tax Environment - pages 225-250
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Guest Lecture by John Maxwell, Esq. and Aaron Li, Esq., Maxwell & Associates, San Diego,
CA.
See http://honemaxwell.com/firm-partners/about-josh-maxwell/ and
http://honemaxwell.com/firm-partners/aaron-li/
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-manifestdestiny-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).
Tuesday, February 9, 2016
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/corporationsand-human-rights:-a-theory-of-legal-responsibility/.
Thursday, February 11, 2016
Lecture by Professor Mark Weinstein on “The Impact of Culture on the Practice of Law and
International Business”.
Thursday, February 18, 2016
Practitioner Lecture/Panel
“Practicing Law in Asia” with Tara Shah, John Grimley, Bill Hornung, Fernando Dias de
Simoes, and Kam Li.
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Friday, February 19, 2016
Please note that this class is at 10 a.m. to 12 p.m. and again 1 p.m. to 3 p.m. for the conference
on privatization that CWSL is co-sponsoring with University of California, San Diego (Institute
for Institute for International, Comparative, and Area Studies) in the CWSL Boardroom. Lunch
will be provided.
Required Reading:
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. (Symposium Edition) (forthcoming Feb. 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).
A 700-word opinion piece as per the San Diego Business Journal’s specifications, for
submission to that newspaper, is due on February 19, 2016 at 11:59 p.m.
Tuesday, February 23, 2016
Choice of Law and Choice of Forum - pages 253-273
Thursday, February 25, 2016
U.S. Regulation of Export Trade - pages 283-305
Lecture by Juan Zuniga, Esq. See https://rimonlaw.com/attorneys/juan-zuniga
Tuesday, March 1, 2016
U.S. Regulation of Export Trade (continued) - pages 283-305
Corruption
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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).
Thursday, March 3, 2016
Sanctions
Required Reading:
Paul Roderick Gregory, Western Sanctions And Rising Debts Are Already Strangling The
Russian Economy, FORBES, Aug. 28, 2014, available at
http://www.forbes.com/sites/paulroderickgregory/2014/08/28/western-sanctions-and-risingdebts-are-already-strangling-the-russian-economy/ (last visited on Nov. 29, 2015).
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 Nov.
29, 2015).
U.S. Department of State, Economic Sanctions Policy and Implementation, STATE.GOV,
http://www.state.gov/e/eb/tfs/spi/ (last visited on Nov. 7, 2015).
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 Nov. 7, 2015).
Terrorism and Business
Required Reading:
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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-rulesto-staunch-flow-of-illicit-financing.html?ref=business&_r=0 (last visited on Nov. 30, 2015)
Thursday, March 10, 2016 Mergers and Acquisitions - pages 427-448
Tuesday, March 15, 2016
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/facultyand-staff-directory/w/william-j-aceves.
Required Reading:
Kiobel v. Royal Dutch Petroleum Co., 133 S.Ct. 1659 (2013).
Thursday, March 17, 2016 International Arbitration Revisited
Professor Richard Page will be lecturing on international arbitration.
See http://www.pagefirm.com/resume.html
Tuesday, March 22, 2016
Purchase and Sale
Transactions at the U.S.-Mexico Border; Agreements of
Lecture by Antonio Maldonado, Esq. See http://www.maldonado-law-group.com/page/antoniomaldonado
Thursday, March 24, 2016 Agency and Distributorship Agreements - pages 307-324
Tuesday, March 29, 2016
Licensing and International Intellectual Property Law
Lecture by Dr. Adam Andrzjewski, Kaminski University, Warsaw, Poland, on International
Intellectual Property Law and Piracy of Intellectual Property,
Licensing Agreements - pages 343-348
Intellectual Property Law - page 348-360
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Thursday, March 31, 2016 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).
International Joint Ventures - pages 475-499
End of course