Curriculum
The curriculum focuses on the essential topics that form the basis of an international transaction-based practice. It consists of a core curriculum of six three-credit courses, with U.S. Contract Law for International Lawyers, U.S. Corporate Law for International Lawyers, and International Business Transactions and Agreements being required courses (corporations and contracts may be waived under certain circumstances). Two additional courses are offered for those who have already taken corporations or contracts, or who wish to take additional offerings within the Executive LL.M. Program. Pease see the FAQ section for further details.
- U.S. Contract Law for International Lawyers
- U.S. Corporate Law for International Lawyers
- U.S. and Trans-Border Securities Regulation
- U.S. and Trans-Border Mergers & Acquisitions
- Corporate Finance with U.S. and International Reporting
- International Business Transactions and Agreements
- U.S. and International Intellectual Property
- International Arbitration
In addition, students participate throughout the week in a colloquium, “Current Issues in U.S. Business Law,” which covers current legal topics in the important fields of bankruptcy, intellectual property, alternative dispute resolution, international business arbitration, multijurisdictional practice and competition (antitrust) law. The colloquium leaders will include prominent practitioners and faculty. The colloquium grants one credit.
U.S. Contract Law for International Lawyers
This course covers legal and equitable remedies for enforcing contracts, elements of assent, interpretation of contract terms, determining what promises are enforceable, tests for performance and breach, and defenses to contract enforcement.
Sample Syllabus
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U.S. Corporate Law for International Lawyers
This course examines the legal structure and characteristics of US business corporations and LLCs, especially in Delaware, with a focus on issues that will interest international lawyers. Topics include the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties; rights of minority shareholders; shareholder derivative suits; and capital and voting structures. US federal Securities Law and Mergers & Acquisitions are covered in other Executive LL.M. courses.
Sample Syllabus
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U.S. and Trans-Border Securities Regulation
This course analyzes key issues under the U.S. federal securities laws, principally the Securities Act of 1933 and the Securities Exchange Act of 1934, with respect to the offer and sale and trading of securities. It includes a study of what constitutes a security, the public offering process, mandatory disclosure requirements for public companies, exemptions from registration, and potential liabilities and sanctions.
U.S. and Trans-Border Mergers & Acquisitions
This course will explore the various modes of business acquisition including statutory mergers, asset purchases, and stock purchases and, for each type of business combination, will examine (1) the strategic and practical advantages and disadvantages, (2) the statutory requirements and procedures, (3) the documentation required or suggested, and (4) the relevant case law. The course looks at the practical aspects of the business lawyer's role in structuring the transaction, in identifying, explaining and negotiating the business/legal terms, in negotiating the acquisition agreements, and in getting the deal done. The course materials will consist of traditional statutory and case materials, explanatory materials, and legal documents, such as letters of intent, confidentiality agreements, merger agreements, etc. The course will use U.S. materials (particularly the law of Delaware) as base materials, but will also consider trans-border transactions.
Corporate Finance with U.S. and International Reporting
Corporate Finance and Accounting is concerned with understanding financial statements and reports. The objective is that students will be able to read and understand the four financial statements and the 10-k annual report. Emphasis is placed on understanding the nature and meaning of the reports, as well as the relationship to the underlying transactions. Other topics may include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. It will also include analysis and structuring of capital transactions, with emphasis on financial statement analysis, attributes of equity and debt securities and transactions which restructure existing corporate capitalizations. Transactions discussed will include an acquisition, an out-of-court debt restructuring and a negotiated reallocation of equity.
Sample Syllabus
International Business Transactions and Agreements
IBTA covers the transactional approach to legal problems encountered in commercial and financial business ventures that cross national borders. Topics include form of doing business, including formation of contracts and the range of issues presented-such as choice of law, choice of forum, commercial terms, force majeure, sales, distribution and agency law, franchise, licensing arrangements, and foreign direct investments ; the operations of the institutions of the World Trade Organization; investment in free trade areas such as the European Union and NAFTA; and issues of transfer of intellectual property and international dispute resolution. Students will gain exposure to analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales and letters of credit, distribution and franchise agreements, international development and investment agreements, letters of intent for mergers and acquisitions, and technology licensing agreements.
U.S. and International Intellectual Property
The U.S. and Intellectual Property Law course examines legal protection of inventions, creative expression and other kinds of information. This course will introduce students to patents, copyrights, trademarks, and trade secrets. Most of the course will cover American intellectual property law, but comparative and international issues will also be covered.
Sample Syllabus
International Arbitration
The old maxim “where business goes, disputes soon follow” has renewed vitality in an age of globalization. As cross-border commerce follows American business abroad, and offshore foreign investment flows into the U.S., the potential for clashes in the business expectations of the parties increases, particularly as the economy softens. Dispute resolution thus becomes an almost inescapable component of today’s private international commercial dispute process. The focus of the course will be on international arbitration, from inception in the contractual drafting through the mechanics of the dispute resolution process to the enforcement stage, with some consideration of other alternative dispute resolution techniques. The original case studies and related materials are largely drawn from actual practice. This course is designed for corporate attorneys as well as litigators.
Sample Syllabus