This intensive, interactive language and writing course is designed to help lawyers trained outside the U.S. work more effectively with U.S.-trained attorneys and their American clients. The program focuses on key practical skills for the international lawyer:

• Recognizing, understanding and properly using U.S. legal language and terminology

• Writing clear and concise legal English communications

LEGAL ENGLISH

Participants study the language and vocabulary of the fundamental doctrines of U.S. law and the American Legal system, including the important substantive areas of civil procedure, contracts, constitutional law, torts, criminal law, business organizations and commercial law. Participants engage in interactive in-class exercises to develop their oral communication and presentation skills, and to gain proficiency in speaking the language of American law.

LEGAL WRITING

Participants learn to produce a range of writings that foreign-trained attorneys are commonly called upon to create when working with U.S. lawyers and law firms, including a case brief, a client opinion letter, a simple agreement and an update of the law. In addition to lectures and group discussions, all participants receive individual one-on-one conferences with their instructors to review their written work, thereby receiving immediate, personalized feedback.

Participants from the SLI 2007 Part A program visit the Inns of Court with Professor Connie Brown

The Legal English and Writing classes are limited to small group sessions of no more than 16 students per instructor. Students will receive regular homework assignments, requiring several hours of outside preparation per day.

A selection of substantive topics for the international practitioner. Part B participants select two classes from the four offered, each taught for ten hours per week for the three-week session.

U.S. CORPORATE LAW

This course will explore the fundamentals of United States corporate law. The goal is to provide students with a solid understanding of the structure and an overview of the substantive rules of American corporate law, so that participants can identify and address issues that may arise in transactions with American companies. We will explore both corporate governance and transactional issues.

Specific topics will include:

• The foundations of U.S. Corporate Law
• Fiduciary duties of directors and officers
• Limited liability and protection of creditors
• Friendly mergers and hostile takeovers
• Raising capital through the public securities markets
• Insider trading and shareholder lawsuits

U.S. corporation law forms the backbone of the course, but we will also briefly discuss tax law as it applies to the foregoing issues. Comparisons with the law of other jurisdictions will be encouraged.

U.S. CONTRACT LAW

This course teaches substantive contract law so lawyers can understand and interpret contracts written in English, by American lawyers. It covers the central themes of American contract law, with particular emphasis on the business and commercial aspects of the law.

Topics will include: money damages as a preferred remedy to specific performance; the necessity for a writing to make some contracts enforceable; the extent to which oral understandings can be made part of a contract that is in writing; the rights of third parties; the necessity for and the nature of consideration (a bargained-for benefit or detriment) to make most contracts enforceable; and how conditions written into a contract can dramatically change and even nullify the rights of the parties. Distinctive aspects of American doctrine in relation to contract law in civil law systems will also be considered. The class will emphasize the significant doctrinal aspects of American contract law, not drafting or writing skills. (Students who wish to improve their writing skills should consider Part A.)

U.S. CIVIL PROCEDURE: WHAT FOREIGN LAWYERS NEED TO KNOW ABOUT LITIGATION IN U.S. COURTS

This course is designed to introduce foreign-trained counsel to the US system of civil procedure and litigation – important background for any lawyer whose clients have interests in the United States. Among the questions explored are: What kinds of courts exist in the United States? Where can parties, including foreign companies, sue, and where might your client be subject to claims? Who can sue? What remedies are available in court? How much information must your client disclose in initial pleadings, or at other times before trial? How might your client resolve disputes without trials? What are the roles of judges and juries at trial? We will survey the elements of a fair procedural system, jurisdiction over parties, phases of a lawsuit, subject matter jurisdiction, choice of law and the effects of prior adjudication. At the end of the class, students will have a fundamental understanding of the litigation process in U.S. courts, so they can effectively converse with U.S. counsel who might be handling litigation matters on their behalf.

INTERNATIONAL BUSINESS AGREEMENTS

This course will provide an overview of the private dimensions of negotiating and drafting international business agreements, specifically on the contractual aspects. Students will gain hands-on experience in structuring, drafting and analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales, distribution and franchise agreements, international finance and loan agreements, and technology licensing agreements.

Professor Virginia Greiman with SLI 2007 participants Margherita Cerizza and Martina Grandi

The design of the class will assist students in identifying critical legal issues and techniques likely to affect the outcome of international business negotiations including protecting against political, economic and legal risks. Students will build skills for factual development, drafting, negotiation, persuasion and complex analytical thinking in cross-cultural practice settings. Emphasis will be placed on the important differences between international and domestic agreements from the American law perspective. At the option of the student a final examination will be given.