Academic year 2022-2023
Lecturer: Franck BEAUDOIN, avocat
Course program – 21 September 2022
Updated on 12 February 2023
IMT BUSINESS SCHOOL
Master of Science in International Management (MSC IM)
Majeure International Marketing and Strategy (Majeure IMS)
Duration of the course: 21 hours / 7 sessions
IMT BUSINESS SCHOOL
Mastère Spécialisé en Ingénierie d’affaires internationales
Duration of the course: 15 hours / 4 sessions
20 hours / 4 sessions (3rd year)
15 hours / 3 sessions (4th year)
SLIDES – VERSION: 12 FEBRUARY 2023
This course aims at learning to identify and master the major legal issues of international trade. At the end of the course, learners will understand the legal and institutional framework of international trade. They will identify the challenges and specificities of the international dimension of business law. They will know the fundamental rules of international trade. They will master the specific clauses of international agreements. They will be able to negotiate and draft secured international commercial contracts, in French and English. They will master legal risks and they will be able to anticipate, avoid and, if necessary, manage international litigations.
STRUCTURING OF THE COURSE
Private international law is characterized by a certain complexity, due to the multiplicity of legal orders involved. International trade operators must show rigor and inventiveness to secure and optimize their international operations. It is necessary to understand the legal and institutional framework of international trade (part 1), to secure international agreements (part 2) and trade relations (part 3), in order to prevent, or if required manage at best, international litigations (part 4). Due to the globalization of the economy, international law is likely to concern any business, whether it seeks to develop internationally (part 5), whether it is required to source or manufacture abroad (part 6), or whether it seeks to sell abroad (part 7). A company that operates internationally must master specific issues, particularly in terms of distribution (part 8), intellectual property (part 9), personal data (part 10), human resources (part 11), and risk management (part 12).
CONTENT OF THE COURSE
Brief introduction to law and international law.
- Some aspects of the history of law.
- The origins of law.
- Law, society and State.
- Public international law.
- Private international law.
- International vs transnational.
- International vs federal.
- The European Union.
- Conflicts of laws and jurisdictions
- Domestic law, European Union law and international law.
- Internal / European / international cases.
- Laws and courts.
- Conflict rule / substantive law.
- French legal system
- Legal system of the European Union
- The Council of Europe
- The EU-UK Agreement
- International legal systems
- International treaties
- The Word Trade Organization (WTO)
- United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG)
- Hague conference on private international law
- International Chamber of Commerce (ICC)
- Lex Mercatoria
- Definition of the international agreement
- Legal regime of the international agreement
- Applicable law / governing law
- Contractual freedom
- Internal public order
- International public order (“lois de police”)
- Autonomous contract (contract without law)
- Competence, clause conferring jurisdiction
- Specific clauses of the international commercial agreements
- Contractual liability: non-performance, contractual breach
- Force majeure (pandemic, administrative closure, strike, popular movement, civil war, acts of war, terrorism…)
- Study of specific clauses and international agreements (in French, English and bilingual)
Practical case: negotiating and drafting an international business agreement.
- Extra-contractual liability
- International confidentiality agreement (study of a template)
- Science and art of negotiation
- Jurisdiction, conflict of jurisdiction
- International arbitration
- Litigation strategy
- Prescription, deadlines
- Evidence, affidavits
- Conservatory measures
- Hearing before administrative authorities
- Hearing before a court or jurisdiction
- Execution of court decisions
PART 5 – DEVELOPING INTERNATIONALLY
- Company law, notably: subsidiary, branch, secondary establishment
- International merger
- Joint venture
- Investment agreement (study of a template)
- Shareholder’s agreement (study of a template)
PART 6 – SOURCING AND MANUFACTURING INTERNATIONALLY
PART 7 – IMPORTING AND EXPORTING
- Placing on the market
- Customs, EU treaty, French rules
- Regulated exports and imports (subject to authorization or prohibited)
- Diplomacy, diplomatic and consular appeals
- Administrative law (appeal against an administrative decision)
PART 8 – OPERATING INTERNATIONALLY
- Commercial law, notably: transfer of ownership, transfer of risks, transport, payment, factoring, payment deadlines, prevention and recovery of unpaid debts, retention of title, abusive termination of an established commercial relationship (study of templates of clauses and contracts)
- Competition law and market law
- Consumer law
- International e-commerce
- International distribution contract between professionals (study of a template)
- General terms for the international market
- Public procurement
- Counterfeiting, parasitism, unfair competition
PART 10 – PERSONAL DATA
PART 11 – INTERNATIONAL HUMAN RESOURCES
- Labor law, specific clauses of the employment contract
- Agent / representative
PART 12 – CONTROLLING THE RISKS
- Penal law
- Security obligations towards employees, partners, customers, third parties
- Product safety
- Fighting against tax evasion, money laundering, terrorism financing, corruption, illegal work or work contrary to international standards, environmental damage
- Specific regulations, notably concerning beneficial owners and tax havens
- Boycotts, international sanctions
- Customer acceptance procedure (KYC)
- Ethics charter, prevention of conflicts of interest, Chinese wall
- Delegation of authority
# Master of Science in International Management (MSC IM) + Majeure International Marketing and Strategy (Majeure IMS)
SESSION 1 (3 hours): part 1
SESSION 2 (3 hours): part 2
SESSION 3 (3 hours): parts 3, 4
SESSION 4 (3 hours): part 5
SESSION 5 (3 hours): parts 6, 7
SESSION 6 (3 hours): parts 8, 9, 10
SESSION 7 (3 hours): parts 11, 12
# Mastère Spécialisé en Ingénierie d’affaires internationales
SESSION 1 (3.5 hours): part 1
SESSION 2 (3.5 hours): parts 2, 3, 4
SESSION 3 (4 hours): parts 5, 6, 7
SESSION 4 (4 hours): parts 8, 9, 10, 11, 12
Theoretical knowledge guides practice, which nourishes reflection. The course will closely associate theory and practice to make learners operational when facing legal issues in international trade. Many templates of clauses and contracts as well as practical cases will be studied. The main medium of the course will be the lecturer’s website, giving learners access to guides, templates of clauses and contracts.
PERSONAL WORK REQUIRED FOR STUDENTS
There is no prerequisite. Students must actively participate in class. A group work will be done outside or inside of the class (negotiation and drafting an international contract).
– Multiple choice questionnaires (MCQs).
– Practical case: negotiating and drafting an international business agreement. Collective work, prepared in groups outside or during the course, returned during the course.
The final mark will be the arithmetic mean of the marks, calculated without coefficient, and rounded considering the individual participation.
Memento Droit commercial, éditions Francis Lefebvre
Merriam-Webster’s Dictionary of Law (https://www.merriam-webster.com/legal)