UNIVERSITY OF MEMPHIS
CECIL C. HUMPHREYS SCHOOL OF LAW
INTERNATIONAL BUSINESS TRANSACTIONS – SPRING 2013 / CRN 16978 - LAW 0399 - 011
SYLLABUS, POLICIES, AND ASSIGNMENTS
Tuesdays & Thursdays 10:00 a.m. to 11:15 p.m. (3 credits) (Room 230)
Prof. Boris N. Mamlyuk
Office No. 362 (x2202)
Email: bmamlyuk@memphis.edu
CLASS MATERIALS:
REQUIRED TEXT:
VAGTS, DODGE AND KOH, TRANSNATIONAL BUSINESS PROBLEMS (4th ed., 2008)
[ISBN: 9781599410845]
2011 Student Update TRANSNATIONAL BUSINESS PROBLEMS (4th ed.)
RECOMMENDED TEXT:
Additional course readings (excerpts of law review articles) will be distributed.
COURSE COVERAGE AND OPPORTUNITIES:
This class is designed to familiarize you with the body of laws that govern international business transactions, that
is, legal relations between entities operating across nation state borders. For a U.S. law student unfamiliar with
international or comparative law, this course will provide an overview of the international legal environment,
including basic rules governing the practice of law across national jurisdictional lines. We will also study the legal
bases of jurisdiction a state has to exercise control over other foreign states, their firms and agents, and foreign
nationals. Therefore, as should be evident from the outset, this course has tremendous practical application for
future attorneys whose ‘domestic’ practices increasingly require counseling clients on issues of international or
foreign law and/or representing clients in transnational dispute resolution proceedings (i.e., international arbitration).
Transnational business legal practice also implicates broader issues of globalization, and reflects the changing nature
of global governance. Accordingly, throughout the semester, we will also analyze a set of readings that attempt to
track the evolution of international commercial law in the context of the changing nature and functions of the global
corporation and international law.
In this course, you will be provided with opportunities to:
1.
2.
3.
4.
Enhance your understanding of your home jurisdiction–the United States—and the rules governing
international business transactions involving American firms operating in a global legal environment;
Gain a foundational understanding of positive principles of domestic and international law governing
international business transactions;
Develop an appreciation for method (how to approach the study of transnational legal problems) and theory
(what drives change in legal regimes across time);
Enhance your oral communication skills and legal analysis skills via class discussion and the preparation of
three reader response papers.
COURSE METHODOLOGY:
We will utilize several methods of instruction to achieve the objectives of this course. They will include: critical
reading of primary legal texts and secondary materials; use of the “case method” of exploring and examining legal
principles in different contexts. Each of these methods is meant to stimulate an active learning process in which it is
important for you to engage. It will be vital for each student to participate and contribute their thoughts every class
hour. Remember, each one of you brings unique experiences and perspectives to this class, and the class is intended
to serve as a space for collaboration and shared learning, as well as critical interrogation. Do not be afraid to
challenge each other’s interpretation of a text or theory, but remember to do so in a collegial manner. In debate,
seek truth, not victory!
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
1
ASSESSMENT/GRADING:
Assessment in this seminar will be based on three components:
Grading
Your grade will be calculated as follows.
Participation in class discussion + attendance:
Reader Response Papers (3)
Final examination (24 hour take home, self-scheduled):
20%.
30%
50%.
Reader Response Papers: Each student is responsible for preparing three original reader response papers, of a length
approximately 5 pages (double spaced, Times New Roman, size 12). These papers should be analytical and explain
your understanding of an assigned reading. The papers cannot be derivative or summary, meaning they cannot
restate the central premise of a reading. Rather, I ask that students engage with readings critically, and present their
understanding of the limitations of a particular selection, or to compare/contrast a set of readings to uncover an
overarching principle or set of principles. Further guidance will be offered in Week 3 of the semester.
OFFICE HOURS:
I encourage you to communicate with me on a regular basis. Unless you are advised to the contrary, my office
hours during Fall 2012 will be Mondays and Wednesdays 4:00 p.m. – 5:00 p.m., or by appointment. As a courtesy,
if you need to cancel a previously scheduled appointment, please email or call beforehand. I encourage office
consultations with two or more students. You may contact me via e-mail (bmamlyuk@memphis.edu) or phone
(949) 303-9058.
ATTENDANCE & COMPUTER USE:
With respect to in-class decorum: 1) Please arrive for class on time (a steady stream of late-arriving students during
the first ten minutes of class is extremely distracting); 2) please do not use your laptop computer during class for
things other than taking notes. This too is extremely distracting. If I suspect a student is using a computer for nonclass purposes, i.e., Facebook, ESPN, I reserve the right to revoke computer privileges for the entire class.
Attendance in class is mandatory. If you are absent for a class, you must notify me within 24 hours. More than
four (4) absences (excused or unexcused) will result in your final grade being dropped a letter grade.
READING ASSIGNMENTS:
To be properly prepared for class sessions, you must complete an appropriate, critical reading and study of the
assignments that are listed in the following “Table of Reading and Study Assignments.”
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
2
TABLE OF READING AND STUDY ASSIGNMENTS
I. International Lawyers and Litigation
A. Transnational Lawyering & International Litigation
Assignment:
pp. 2-28
Questions:
As a member of the Tennessee bar, to what extent could you do each of the
following: (1) advise a client whether a contract’s choice-of-law clause is
enforceable in U.S. courts; (2) advise a client whether a distributorship
agreement’s territorial restrictions violate Article 101 of the Treaty on the
Functioning of the European Union; (3) advise a client whose investment in
another country has been expropriated on the customary international law rules
concerning expropriation? What concerns does the AM & S case raise about the
confidentiality of any such advice?
Questions:
p. 31, question (5); p. 35, questions (1)-(2)
B. International Arbitration
Assignment:
pp. 39-60
Question:
p. 60, question (4)
II. Introduction to Transnational Law
A. International Law in the U.S. Legal System
Assignment:
pp. 61-85
Questions:
p. 85, questions (1)-(3)
Assignment:
Question:
B. Extraterritoriality
Assignment:
Questions:
pp. 85-94
p. 94, question (3)
pp. 94-112
pp. 111-12, questions (1), (2), and (4)
Assignment:
Questions:
pp. 112-24
p. 124, questions (1)-(2)
Assignment:
Questions:
pp. 445-46; Update (8) (see attached).
Why is the presumption against extraterritoriality even relevant in this case,
given that fraudulent conduct occurred in Florida? Is Morrison consistent with
Hartford? With Aramco?
C. GATT and the WTO
Assignment:
pp. 125-49
Questions:
p. 149, questions (1)-(2)
III. Transnational Sales
A. Choice of Law and Choice of Forum
Assignment:
Questions:
pp. 264-84; Updates (2) and (3) (see attached)
pp. 283-84, questions (1)-(4)
B. Letters of Credit
Assignment:
pp. 284-95
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
3
Question:
p. 294, question (3)
C. Export Controls
Assignment:
pp. 295-305
D. Antiboycott Legislation and the FCPA
Assignment:
Questions:
pp. 305-16
pp. 315-16, questions (2)-(4)
IV. Agency and Distributorship Agreements
A. Basic Aspects and Terms
Assignment:
Questions:
pp. 317-23
p. 323, questions (2)-(3)
B. Termination
Assignment:
Questions:
Update (4) (see attached); pp. 325-33; Update (5) (see attached)
pp. 334-35, questions (2), (4), and (6)
C. Exclusivity and Tax
Assignment:
Question:
pp. 335-41; Update (6) (see attached); pp. 344-53
p. 350, question (2)
V. Licensing Agreements
A. Basic Terms
Assignment:
pp. 354-65
B. Developing Countries
Assignment:
Questions:
pp. 365-72
p. 367, question (1); p. 372, question (4)
C. Antitrust
Assignment:
Question:
pp. 372-83
p. 383, question (2)
Drafting Exercise
D. Royalties; Grey Market Goods
Assignment:
Questions:
pp. 383-92
p. 391, questions (1)-(4)
VI. Foreign Direct Investment
A. The Multinational Enterprise
Assignment:
Questions:
pp. 189-92; 197-217; Update (1) (see attached)
p. 217, questions (1)-(2)
Assignment:
pp. 164-74
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
4
Question:
p. 174, question (3)
B. Tax Issues
Assignment:
Skim:
Questions:
pp. 218-21; 236-53
pp. 614-47
p. 236, three questions in Amco problem
C. Limited Liability
Assignment:
Questions:
pp. 193-97; 393-97
p. 197, questions (1)-(2); p. 397, question (1)
D. Restrictions on Foreign Investment
Assignment:
Questions:
pp. 397-408; 179-88
p. 408, question (2); p. 188, question (1)
E. Protection of Foreign Investment
Assignment:
Questions:
pp. 408-39
pp. 438-39, questions (1)-(3)
VII. Mergers and Acquisitions
A. Corporate and Securities Law
Assignment:
pp. 440-45; read Update (7) and review Update (8) (see attached); pp. 458-68;
Update (9) (see attached)
Recommended: Dan Danielsen, How Corporations Govern: Taking Corporate Power Seriously
in Transnational Regulation and Governance, 46 HARV. INT’L L. J. 411 (2005).
Questions:
Update (8), question (3); p. 462, question (1)
B. Antitrust
Assignment:
Questions:
Discussion:
pp. 469-89; Update (10) (see attached)
p. 489, questions (1)-(2)
Walmart-Massmart South Africa Merger and Competition Tribunal Litigation
C. Exon-Florio and Privatization
Assignment:
Questions:
pp. 489-96; Update (11) (see attached)
p. 492, question (1); p. 496, question (1)
VIII. Joint Ventures
A. Chinese Law
Assignment:
Question:
pp. 497-511
p. 505, question (5)
B. Resolving Differences
Assignment:
Questions:
pp. 511-18
p. 518, questions (1)-(2)
IX. Concession Agreements
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
5
A. Drafting Issues
Assignment:
Question:
pp. 528-50
p. 549, question (1)
B. Legal Issues
Assignment:
Questions:
pp. 550-60
p. 555, questions (1)-(2); p. 558, question (1); p. 560, question (1)
C. Breach and Renegotiation
Assignment:
Questions:
pp. 560-70
p. 567, questions (2)-(3); p. 570, questions (1)-(2)
X. International Lending
A. Drafting Issues
Assignment:
Questions:
pp. 571-89
p. 589, questions (3)-(4)
B. Enforceability
Assignment:
Questions:
pp. 590-602
pp. 601-02, questions (1)-(3)
C. Debt Restructuring
Assignment:
Questions:
pp. 602-13
p. 612, questions (2)-(4)
International Business Transactions – Spring 2013 (Course Syllabus)
Prof. B.N. Mamlyuk
6