Private International Law Courses

4 credits

This course provides a deep dive into compliance with the U.S. and international laws and regulations governing risk management in global business. The need for compliance professionals across the globe has never been greater. We will study Anti-Money Laundering and Sanctions regimes, and examine the requirements for a best-in-class compliance program. The course will highlight compliance obligations of global corporations and financial institutions, starting with senior management commitment, the role of in-house counsel, compliance officer and outside counsel when implementing new regulations, remediating identified deficiencies, launching new products or taking steps to leading organizational transformation, including focus on FinTech, payments, digital assets/blockchain and role/impact of the Artificial Intelligence component. The laws and regulations in scope will include, among others, the Bank Secrecy Act, the USA PATRIOT Act, OFAC sanctions regulations, the European Union Anti-Money Laundering Directives, US Export Administration Regulations, as applicable, as well as pertinent aspects of the Virtual Assets Regulatory Authority regulations as one of the case studies in the evolution of a global regulatory regime.

2 credits

This course will cover the U.S. tax rules applicable to taxation of income from U.S. (and sometimes foreign) sources received by corporations and individuals that are non-residents of the United States. In some cases, such income will be derived from passive investments and be in the form of dividends, interest, rents, or royalties. In other cases, the income will arise from active business activities. The course will address the concept of residence and entity classification, the U.S. source of income rules, the U.S. withholding tax rules (including the obligations of withholding agents) with respect to non-business income, the types of activities that can generate a "trade or business" (tax nexus) in the U.S., the U.S. rules for determining income effectively connected with a U.S. trade or business and thus taxable in the U.S., the branch profits tax, FIRPTA (foreign investment in U.S. real property) and the U.S. rules applicable to financing U.S. operations owned by non-U.S. taxpayers Finally, we will address the impact of tax treaties on the taxation of income of non-residents. This course will be of interest to students who will represent foreign resident taxpayers with economic operations in the United States. Prerequisite or corequisite: Federal Income Taxation I; Recommended: Tax Aspects of International Business

3 credits

This class is intended to introduce students to the key legal and practical issues encountered when resolving disputes through international arbitration. Arbitration is a private means of dispute resolution where the parties agree to be bound by the decision of an arbitrator of their choice, whose decision in a final award has the same legal force as a court judgment or order. International arbitration is the main form of dispute resolution relating to cross-border commercial disputes and is also sometimes used in public international law contexts involving governments. This course will explore both doctrinal issues--such as what constitutes 'consent' to arbitrate and the relationship between international tribunals, who adjudicate the disputes, and national courts, who compel arbitration and enforce (or void) arbitral decisions--and policy debates, such as what issues are appropriate for resolution by private arbitrators rather than judges and the social ramifications of the lack of transparency in arbitration. There will be a skills component, including hands-on exercises such as roleplays, oral advocacy, and drafting arbitration clauses. PREREQUISITE: Students must have taken a course (any course) in international law (knowledge of the foundations of international law, e.g. what is a treaty, will be presumed). UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

3 credits

This course is designed to give students a broad overview of the law--domestic, foreign, and international--governing international business transactions. With the significant growth in international commerce and trade, and the forces of economic and social globalization, lawyers will increasingly confront international legal issues during their professional careers. This course will focus on the legal problems encountered in business ventures that cross national borders. Topics may include formation of contracts, choice of law, financing the international sale of goods through letters of credit, sales and distribution agreements, licensing and contract manufacturing, joint venture agreements, foreign investment, international dispute settlement, and global compliance issues. This course explores one or more of these topics with contract drafting and negotiation exercises. NOTE: While prior background in international law is not required, it is strongly recommended.

3 credits

Over the last 40 years, financially-constrained governments in both developed and developing nations have increasingly turned to the private sector to develop, finance, build and operate essential infrastructure projects, including electricity and natural gas networks, renewable and conventional power generation projects, airports, toll roads, liquified natural gas facilities, sports stadia, hospitals, student housing and others. The private sector’s preferred financing solution for the hundreds of billions of dollars a year in necessary infrastructure projects is non-recourse “project finance”, under which individual or limited groups of projects are financed on a standalone basis, relying solely on the economic potential of the project to repay lenders and equity investors. Project finance is a multidisciplinary practice area covering corporate law, securities law, contract law, construction law, insurance law, secured lending and banking laws, regulatory laws and policies, environmental law, real estate law, and tax law among others. Project finance is increasingly affected and driven by environmental, social and governance issues, including climate change. This seminar will examine both the norms and conventions of project finance and emerging trends in project finance practice, including sources of capital, the role of government and the role of E.S.G. The seminar will analyze and evaluate a hypothetical project throughout the year. We will look at the lifecycle of the project, from conception, permitting and development, financing, construction through operation, including what happens when projects go bad. Our emphasis will be on typical projects that business lawyers may encounter. A final “Client Memorandum” of 6,000-7,000 words outlining key issues and risks in the hypothetical project and recommending solutions will be required in lieu of an examination. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

3 credits

The aim of this class is to provide an overview of how international environmental commitments and international economic commitments fit together within the global economic governance architecture. Students will explore the history of today’s international climate movement, beginning with the 1992 Earth Summit (Rio) and covering the most recent commitments made under the United Nations Framework Convention on Climate Change. They will explore the parallel way in which international trade and investment commitments have intensified during that time period, and the course will layout the various efforts by global leaders to harmonize the two (economic and environmental) regimes. The course includes topics such as (1) environmental disputes at the World Trade Organization, (2) investor-state dispute settlement targeting environmental and climate policies, (3) efforts at the bilateral, regional and mega-regional level to incorporate environmental commitments into free trade agreements, (4) unilateral efforts by the EU and the US to promote climate-friendly policy-making worldwide and (5) developing country perspectives in the “just transition” movement. By the end of the course, students will have a comprehensive understanding of the points of harmony and tension between these two regimes and will have thought critically and creatively about the ways forward. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

1 credits

An important component of understanding international law is mastering all the diverse sources of this area of law. Students will learn to navigate the international system as well as the relevant primary sources of law. Students will learn research strategies and skills for locating treaties, decisions of international tribunals, documents of international organizations and other sources of state practice. Among the organizations the course will discuss the United Nations, the OAS, the EU and the WTO. In addition, students will be introduced to strategies for researching the law of foreign jurisdictions. Students will gain hands-on experience in answering legal research questions in the area of international and comparative law. Classes will combine instruction and hands-on exercises using major print, electronic, and web based resources for international law research. NOTE: This class counts toward the 6 credit Experiential Learning requirement. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.

3 credits

This course focuses on the law governing international trade, including both the law established by the World Trade Organization and relevant U.S. laws. This will include an in-depth analysis of the treaties, regulations, and case law that govern international trade. The course will cover the basic principles and mechanisms of international trade law, including most-favored-nation (MFN), national treatment, dispute settlement, as well as relevant laws in different substantive areas such as tariffs, quotas, services, intellectual property, and trade remedies. The course will also examine the political economy of international trade relations, including how economic and political forces have shaped current regulatory policies and may shape future policies.

3 credits

This seminar will provide an overview of the private dimensions of negotiating and drafting international business agreements, and 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 development agreements, share purchase agreements, letters of intent and technology licensing agreements. 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. Emphasis will be placed on the important differences between international and domestic agreements from the American law perspective. Grades will be based on class participation and a final research paper. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

3 credits

This seminar will critically examine the legal doctrines and ethical principles of the law of war, including both the law governing recourse to force (jus ad bellum) and the law governing the conduct of hostilities (jus in bello). Topics will provisionally include the U.N. Charter framework for collective force; the nature and scope of the inherent right to self-defense; challenges to the jus ad bellum framework posed by terrorist networks and other non-state belligerents; humanitarian intervention; the core rules and principles of the law of armed conflict; non-combatant immunity and its converse, the so-called combatant's privilege; military necessity, distinction, and proportionality constraints on hostilities; prohibited weapons; belligerent occupation; the historical role of reciprocity and consequent difficulties posed by asymmetric warfare; artificial intelligence and "autonomous" weapons; and other controversies that characterize warfare in the early twenty-first century. Current events will be woven into class discussion as relevant. LIMITED WRITING OPTION: With the instructor's permission, a limited number of students may satisfy the upper-class writing requirement through their final term papers. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the seminar.

2 credits

Undergraduate Prerequisites: TX 901 ; Undergraduate Corequisites: TX 901 - Tax aspects of international business transactions, both "inbound" and "outbound", with particular attention to fiscal jurisdiction, the foreign tax credit, allocation of income among affiliated companies, treaties, anti-abuse measures aimed at tax haven operations, information reporting and foreign investment in U.S. securities and real estate. Prerequisite or corequisite: Federal Income Taxation I.