The course is designed to provide a reference framework relating to international agreements, focusing on the main contracts of the trade practice, with emphasis on trust profiles. Particular attention will be devoted to the international agreements concerning mergers and acquisitions. International litigation will be dealt with during the last part of the course with the aim of supplying a complete overview of international agreements on the side of the disputes resolution. The course will be fully held in the English language. This course may be of extreme benefit for all students who are interested in working in international law firms or internationally orientated companies.

 1.         How to draw up an international agreement.

1.1         Law applicable to the international agreements (Lex Mercatoria).

1.2         International agreements structure: stipulation phase; performance phase; pathology and  discontinuance of the agreement.

2.         Most common types of agreements in the international trade practice.

2.1         The international sale of goods.

2.1.1     The Vienna Convention: practical cases.

2.1.2     Sale, purchase, delivery and transfer of property of the goods. The Incoterms, basic principles.

2.2                   Distribution agreements.

2.3                   Agency agreements.

2.4                   Licence agreements.

 

3.         Joint Venture Agreements.

3.1                   The contractual joint venture.

3.2                   The corporate joint venture.

3.3                   Analysis of certain foreign regulations on joint ventures: China, Eastern Europe, South America.

4.         The trust within the framework of the international contracts.

4.1                  A general overview.

 

 

1.         Negotiations.

1.1                   Confidentiality and disclosures.

 

2.         Due diligence.

2.1       General overview.

 

3.         Documentation related to agreement for acquisition of companies and ongoing concerns.

3.1        Letters of intent.

3.2        Acquisition agreement.

 

 

 

1.         ADR (Alternative disputes resolutions).

1.1                   General overview

 

2.         Arbitration.

2.1                   The seat of arbitration: national arbitration and non national arbitration. Enforcement of the award.

2.2                   Institutional arbitrations (The Chamber of National and International Arbitration of Milan, ICC, LCIA).

2.3                   Ad hoc rules.

There will be an oral and a written exam at the end of the course. Evaluation will be made on the basis of both exams. Students will be encouraged to take an active role in class, to participate in the critical discussion of cases and materials and to work on several issues in small groups. Class participation and group exercises will count for evaluation purposes. Detailed information on evaluation criteria will be provided at the beginning of the course.

It is recommended the reading of the following books:

Chuah, J., International Trade Law, Cavendish Publishing Questions & Answers, London, Second Edition,1999.

Comitato Nazionale Italiano della Camera di Commercio Internazionale, Incoterms 2000, Icc official rules for the interpretation of trade terms, bilingual edition (English – Italian), Publication CCI no. 560, 2000.

The reading of the books above indicated has to be considered as optional.

Some teaching materials will be provided by the lecturer.