Student guide Facoltà di Giurisprudenza A.A. 2009/10

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.    

Part I - General principles of international agreements.

 

1. How to draw up an international agreement.

1.1 Law applicable to the international agreement.

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

 

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

2.1 The international sale of goods. The UNCITRAL 1980 Vienna Convention: practical cases.

2.1.1 Scope of the convention.

2.1.2 Sale, purchase, delivery and transfer of property of the goods.

2.1.3 Warranties and liabilities: the risk passage. The Incoterms.

2.1.4 Distribution agreements.

2.1.5 The agency.

2.1.6 Brokerage and sale on commission.

2.2 Agreements relating to the transfer of technology.

2.2.1 Know-how and patent licence agreements.

2.2.2 Technology transfer agreements: editorial matters.

2.3 Joint Venture Agreements.

2.3.1 The contractual joint venture.

2.3.2 The corporate joint venture.

2.3.3 Relationship between joint venture agreements and technology transfers.

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

 

3. The trust within the framework of the international contracts. The 1985 Hague Convention on the law applicable to trusts and on their recognition.

3.1 Its enforcement.

3.1.1 For a joint venture management.

3.1.2 As an alternative instead of a company.

3.1.3 For the management of the shareholders agreements.

3.1.4 For other purposes.

 

 

Part II - International agreements for the acquisition of companies and of going business concerns (i.e. merger and acquisition).

 

1. Negotiations.

1.1 Confidentiality and disclosures.

 

2. Due diligence.

2.1 General overview.

 

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

3.1 Letters of intent and disclosure letters.

3.2 Acquisition agreement.

3.3 Purchase price adjustments.

 

4. Post-acquisition activities.

4.1 Exercise of indemnification rights.

4.2 Management of guarantees.

 

 

Part III - International litigation.

 

1. National Courts.

1.1 Litigation before national courts.

 

2. ADR (Alternative disputes resolutions).

2.1 Mediation.

2.2 Settlement.

2.3 Mini trial and expert determination.

 

3. Arbitration.

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

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

3.3 Ad hoc rules. Example of the Uncitral arbitration rules

3.4 Drafting of an arbitration clause.

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.