INTERNATIONAL BUSINESS LAW

IMT BUSINESS SCHOOL

Academic year 2021-2022

Lecturer: Franck BEAUDOIN, avocat

Course program – 21 September 2021

Updated on 26 November 2021

Mastère Spécialisé en Ingénierie d’affaires internationales

Duration of the course: 15 hours

Additional student involvement: 8 hours

Master of Science in International Management (MSC IM)

Majeure International Marketing and Strategy (Majeure IMS)

Duration of the course: 21 hours

Additional student involvement: 8 hours

OBJECTIVES

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).

SLIDES

SLIDES – VERSION: 12 DECEMBER 2021

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CONTENT OF THE COURSE

PART 1 – LEGAL AND INSTITUTIONAL FRAMEWORK OF INTERNATIONAL TRADE

French legal order
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)
Incoterms
Unidroit
Lex Mercatoria

PART 2 – INTERNATIONAL COMMERCIAL AGREEMENT

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.

Templates of contracts and clauses

PART 3 – INTERNATIONAL TRADE RELATIONS (BETWEEN PRIVATE OPERATORS)

Extra-contractual liability
Subcontracting
Intermediaries
International confidentiality agreement (study of a template)
Science and art of negotiation

PART 4 – INTERNATIONAL LITIGATION

Jurisdiction, conflict of jurisdiction
International arbitration
Mediation
Transaction
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
Receivership
Partnerships
Joint venture
Investment agreement (study of a template)
Shareholder’s agreement (study of a template)

PART 6 – SOURCING AND MANUFACTURING INTERNATIONALLY

International manufacturing and purchasing agreement (study of a template)

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
Taxation

PART 9 – INTELLECTUAL PROPERTY

Patents
Brands
Copyright
Counterfeiting, parasitism, unfair competition

PART 10 – PERSONAL DATA

PART 11 – INTERNATIONAL HUMAN RESOURCES

Labor law, specific clauses of the employment contract
Secondment
Agent / representative

PART 12 – CONTROLLING THE RISKS

Penal law
Security obligations towards employees, partners, customers, third parties
Product safety
Fraud
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
Insurance
Delegation of authority

SCHEDULE

# 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

# 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

PEDAGOGICAL METHOD

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 shall be done outside of the class (negotiation and drafting an international contract).

EVALUATION

Graded works:

– Multiple choice questionnaires (MCQs).

– Practical case: negotiating and drafting an international business agreement. Collective work, prepared in groups outside the course, then returned during the course.

The final mark will be the arithmetic mean of the marks, calculated without coefficient, and rounded considering the individual participation.

BIBLIOGRAPHY

Memento Droit commercial, éditions Francis Lefebvre

Merriam-Webster’s Dictionary of Law (https://www.merriam-webster.com/legal)

droit.co

INTERNATIONAL BUSINESS LAW: COURSE PROGRAM

PART 1 – LEGAL AND INSTITUTIONAL FRAMEWORK OF INTERNATIONAL TRADE

PART 2 – INTERNATIONAL COMMERCIAL AGREEMENT