LAW AND PRACTICE OF INTERNATIONAL BUSINESS TRANSACTIONS

コース情報

評価方法

詳細情報

スケジュール

1. Role of Lawyers in International Business Transactions This class will cover the role of lawyers in business transactions from a comparative perspective. We will discuss the rise of large corporate law firms in Japan, the supply of lawyers, law firm mergers, the social role of lawyers and changes in Japan’s business lawyers over the past 20 years. We will also focus on the differences between Japanese and American business lawyers in terms of education, training, client expectations and relationships, and social role.
2. US Contract Law This class will provide a brief overview of the U.S. legal system and an introduction to U.S. contract law. We will begin with a description of the U.S. federal system and the sources of contract law. We will then discuss the major elements of U.S. contract law (offer, acceptance and consideration) by means of closely examining two court decisions that illustrate issues related to contract interpretation and consideration.
3. US Corporate Law This class will give students a general introduction to business organizations and to U.S. corporate law. We will begin with a discussion of the basic reasons for utilization of business entities. We will next discuss the nature of the corporation under U.S. law through reviewing a well-known court decision about night baseball.
4. Tapping Overseas Capital Markets This class will give students a basic introduction to the regulatory framework for the U.S. public capital markets, including for non-U.S. companies that seek to raise money in the United States. The class will provide an overview of the U.S. IPO process along with the regulatory registration process, as well as exemptions from registration that are available. The class will also explore some recent developments such as ESG and cryptocurrency/blockchain issues.
5. Cross-border Venture Capital Financing Following the introduction in the previous class to the U.S. capital markets regulatory framework, this class will turn its focus on private capital markets, in particular, markets for fundraising by pre-IPO startups. The class will provide a basic overview of the key contractual arrangements that venture capital funds use in financing startups, by looking to the model U.S. agreements and how they address the key issues specific to startups. The class will also provide a comparative review of how the venture capital financing practices differ across jurisdictions.
6. International Dispute Resolution (1) The first of two classes on international dispute resolution will concentrate on the traditional forms of cross-border litigation, the processes involved and difficulties that can arise in such areas as contested jurisdiction and enforcement of judgments.
7. International Dispute Resolution (2) The second international dispute resolution will focus on international arbitration, which is emerging as the international dispute resolution process of choice, including for the major Japanese corporations. The class will look at the principal advantages of arbitration in comparison to litigation but will also take a critical look at some of the continuing problems that international arbitration has yet to resolve.