The lecture on business entities will introduce students to the legal and practical concepts of companies/corporations and partnerships. Students will be able to distinguish between the different business entities available for the start-up and running of a business. Accordingly, the focus is on the specific advantages of each business entity in relation to the needs of a particular business. In addition, we will highlight the risks for shareholders and creditors dealing with the company.

In each respect, the emphasis will be on (listed) stock corporations and limited liability companies which have a huge economic importance in Germany. We will analyze the concept of limited liability and compare it to liability rules in partnerships. With regard to stock corporations and limited liability companies, special attention will be put on the central problems of corporate governance and corporate finance. Furthermore, we will examine corporations in the transborder context, especially the legal recognition of foreign business entities and the “European Company”, the Societas Europaea.

 While the clear focus of the course is on German law, the perspective of Continental company law will also be discussed, especially by drawing comparisons to the main differences with Anglo-American company law. 

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This course will be dealing with three commercial instruments which are in common use in International Trade:

The Bill of Lading:  We will be discussing the use of this instrument as a , representing the goods on board a ship. We will see how the bill of lading operates in practice, and why it is different from sea waybills, warehouse receipts or delivery orders. We will also examine the BOLERO system to see whether the effects of the bill of lading can be replicated in a modern online environment.

The Bill of Exchange:  If the bill of lading is a document of title to goods, the bill of exchange can and sometimes is described as a document of title to money. It is a convenient way of transferring a debt from one creditor to another. At the heart of this instrument is the concept of ; the holder of a bill of exchange can sue the acceptor or any parties prior to the holder notwithstanding any defects in title or defenses which would have been available to a claim on the underlying contract.

The Documentary Credit:  This ‘lifeblood’ of international commerce combines the other two instruments covered in this course. A bank gives an irrevocable and independent undertaking to pay the seller of goods in an international supply contract, or accept its bill of exchange, on presentation of conforming documents, including normally a bill of lading. The course covers the operation of the credit, the principles of autonomy and strict compliance, its theoretical justifications and practical utility.

The course as a whole aims to facilitate a deeper understanding of the financing mechanisms which underlie international trade.

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For the past 50 years, the venture capital industry has been an important source of risk capital for new and rapidly growing businesses, primarily in the manufacturing and technology sectors, and has thereby been an engine of economic growth and job creation throughout the world. This course will provide students with a survey of the comparative legal infrastructure of financing high-risk and high-technology enterprises in the United States, in the European Community and elsewhere. We will focus on the practical aspects of financing companies at various stages of their development from seed and start-up financing to pre-IPO rounds and will consider ways in which government has provided incentives for the formation of capital for investment in businesses that cannot otherwise obtain financing. Compensation, taxation and other regulatory considerations related to venture capital will also be addressed.

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This course deals with the linguistic aspects of contract drafting, with the overall focus on expressing the intentions of contracting parties as precisely and clearly as possible. Taking a standard sales agreement and a distributorship agreement as starting points, we will look at the overall structure of a written contract, the structure of contract clauses, types of clause and how they relate to broad legal concepts, as well as provisions ranging from warranties and representations, to time and money. The intention is also to dovetail course content and activities with the case study approach adopted in other courses in the module.

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The course begins by reviewing the aims and objectives of the European Union (EU), as they have developed and expanded over time, with a particular emphasis on the development of economic integration.  Whether or not they knew it – or hoped for it – at the time, what was created in Western Europe over 50 years ago was a ‘new legal order’.  The EU was created by law; it is a source of law; and it uses law as the main instrument to achieve its increasingly ambitious go

The course explores the institutional and constitutional foundations of the EU.  It then looks at the role of law in achieving economic integration, which includes the four fundamental freedoms of the EU: the free movement of goods, services and businesses, people and capital.  In the final part, we explore the state of the EU, including economic and monetary union and the prospects for the future

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This course analyses specific areas of European law relevant for making business decisions for the companies operating within the internal market, as well as in third countries. The course will focus on state aid, customs and trade law, looking at the role of the EU law in (international) business transactions. The discussions on state aid law at the beginning of the course will show how the EU controls and restricts member state interests in law enforcement and how it can affect private interests. State aid rules may have impact on ordinary business transactions (e.g. acquisition of land or real estate) as well as financing of specific projects (e.g. guarantees of loans or preferential interest rates). Companies may also use state aid rules as a means of competition by filing a complaint against a competitor; on the other hand they may face risks of repayment of subsidies as beneficiaries of state aid measures.

The next block is EU customs and trade law.  It will consist of a brief introduction into EU customs law and its significance for the supply chain of companies, highlighting some aspects of customs law which influence the choice of a business partner and the determination of a contract price (the Combined Nomenclature of common customs tariff, rules of origin and customs valuation). Students will also discuss legal problems of the current EU legislation on trade remedies, particularly on antidumping duties. Lastly, specific legal problems of EU and UN measures against international terrorism and the sanctions regimes against Iran and other countries are raised, looking at their impact on international trade and the consequences for companies and individuals.

Leading cases before the European Court of Justice will be analyzed. Questions of EU Law will always be discussed with their procedural implications, e.g. how can private entities enforce the application of EU law in the member states and by member state authorities? Students will take different perspectives in case studies, acting for companies, national authorities or the European Commission.

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Today corporations cover their capital requirements by issuing shares and other instruments. They address themselves to different investors (e.g.: pension funds, hedge funds, banking houses) and private investors. Banking houses, financial analysts and rating agencies act as financial intermediaries between the corporations and the investors. Furthermore, there are supervisory authorities that implement the Capital Markets Law.

The course will provide students with an introduction to the Law of the European Capital Markets. The main focus will be put on the different intermediaries and the national supervisory authorities. The course will also concentrate on the guidelines of the European law and its application in the most important member states, especially in Germany and in the United Kingdom.

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In the past 25 years, international arbitration has become a major method of international dispute resolution, whether between businesses or between business and government. Despite this popularity, many lawyers and businesspeople remain unclear as to exactly what international arbitration is and how it differs from court-based international litigation. The International Arbitration I course examines a number of major topics in the field, including the nature of arbitration, its strengths and weaknesses, the validity and reach of international arbitration agreements, the role of international arbitral institutions, ad hoc arbitration, and transborder arbitration regimes

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This course on International Sales Contracts deals with the law applicable to such contracts which form the backbone of the globalized economy. It focuses on the CISG, the United Nations Convention of International Sales, which is applicable in more than 70 countries representing approximately 70 % of the world trade in goods. The course will first explain the economic needs for a harmonization of the law applicable to sales transactions and give an historical overview of the different initiatives leading finally to the adoption of the CISG in 1980. Subsequently the major topics in international sales transactions will be discussed on the basis of the CISG. These include the CISG’s sphere and scope of application, the conclusion of contracts, the use of standard terms, the rights and obligations of seller and buyer and the remedies for breach of such obligations. The final case study will deal with specific problems arising from the application of the CISG to e-commerce transactions. The lecture is intended to give the students a good overview on the problems encountered in cross border sale transactions, the solutions provided for by the CISG and on what parties should take into account and regulate when drafting such contracts.

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This course provides an overview of the fundamental issues of taxation implicated by international transactions. Topics will include the bases of jurisdiction for taxation, including residency and source, permanent establishments and business profits, taxation of capital gains, financing structures and repatriation of cash, transfer pricing, various mechanisms to relieve double taxation, and EU tax law.  The course will focus on business transactions, but will also touch on individual issues in the context of cross-border compensation and exit taxation. We will use the OECD Model Income Tax Treaty as the primary basis for class discussion.

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This course, which is complementary to the trade and investment class, offers a systematic introduction to the international rules governing free trade. The main focus of the course is the multilateral trading system as established by the World Trade Organization (WTO). In one session the basic rules of international investment will be explored.

The course examines (i) the history and institutional set-up of the WTO, (ii) its basic agreements (in particular GATT, GATS and TRIPS), (iii) trade remedies (anti-dumping, subsidies and countervailing measures, safeguards) (iv) the WTO dispute settlement system, (v) issues relating to trade-offs between trade and environment or labor rights. The current new round of multilateral trade negotiations (Doha round) will be taken into account. Furthermore, the basic concepts of international Investment law will be introduced.

The class addresses regulatory issues on a state-to-state (or state-to-investor) level. It does not deal with the international commercial relations among private companies. Such issues are addressed in the various courses on international business relations the program offers.

Reading assignments include introductory texts to the course topics as well as decisions of the WTO Appellate Body.

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The U.S. legal system is characterized by an unusually high degree of federalism, meaning that the U.S. states, as well as the federal government, play a significant role in the legal affairs of the country. The Introduction to U.S. law course focuses on U.S. federalism, especially in the context of the founding of a business enterprise. Topics discussed within this context include the role of state v. federal law, the organization of the legal profession, and the structure of the judicial system.

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Lawyers play an important role in society. First, they act as trusted advisor on behalf of their clients, whether they be a private individual, corporate entity, commercial concern, a charity or not-for-profit organization, a public or municipal authority or governmental or sovereign entity. In the pursuit of protection of their client’s legal rights, lawyers are privy to the most confidential aspects of their client’s business or personal life and often advise their client, or act on their behalf, when the client is at their most vulnerable. To consult with a lawyer, and provide them with one’s most confidential business, financial or personal information, demonstrates a high degree of trust by the client based on an expectation that the lawyer will act in accordance with a high ethical standard and act solely in the interests of the client.

Secondly, lawyers also play an important role in the administration of justice. It is in the public interest that lawyers, as a professional group, can be relied upon to act to a specified standard and in a manner that assists the relevant State in the administration of justice through implementation of the court, tribunal or regulatory process. In some Western countries, the lawyer is both an officer of the court as well as a client representative. The two roles usually must be performed in parallel.

This course will examine some of the principal duties and responsibilities imposed on lawyers in their relations with 1) clients 2) the courts and the administration of justice, and 3) society at large. In relation to 1) the course will examine the responsibilities and duties addressing pre contractual, contractual and post contractual relations with commercial and individual clients. This course will illustrate also how these duties and responsibilities owed to clients can conflict, not only with the other duties owed to that client, or to other clients, but also with national legislation, and will discuss how such conflicts may be resolved. The course will also consider some of the principal duties and obligations in relation to the criminal process and how that impacts the relationship with clients involved in criminal matters – now a more frequent occurrence for business clients or clients who are regulated. In parallel, the course will examine the sanctions that can be imposed upon lawyers for non compliance with their professional and ethical duties.

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Negotiation is an omnipresent aspect of professional life in virtually all legal and corporate settings. In contractual settings, an appreciation of negotiation dynamics is essential not only for the conclusion of a favorable contract, but also for ensuring an atmosphere conducive to compliance and enduring business relations. This workshop-style course will present some of the core practical and theoretical considerations encountered in two-party negotiations. Particular emphasis will be placed on introducing students to the fundamentals of distributive and integrative negotiation; bargaining styles and the notion of global (intercultural) negotiation. Working alone or as pairs, students will conduct a number of simulated negotiations (case studies) which are designed to illustrate key principles and provide a basis for discussion and comparative consideration of the effectiveness – or ineffectiveness – of various strategies and tactics.

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This course will build upon material covered in Negotiation I and consider more complex issues such as coalition dynamics, multi-party negotiation and facets of intercultural negotiation. As in the introductory workshop, the course will be centered on the simulated negotiations completed by the students. A primary component of the course will be the preparation, completion and evaluation of a 10-party negotiation designed to illuminate the various challenges posed by multi-party negotiation, not least process management and decision-making considerations.

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