Student guide Facoltà di Giurisprudenza A.A. 2004/05

The course is designed to provide a reference framework relating to main international agreements, thus focusing on practical cases and on the principles underlying the drawing-up of said agreements. A short analysis of main foreign contract laws used in  the most important jurisdictions (e.g. United States, China, United Kingdom) will be included.
The most common types of agreements will be dealt with and particular attention will be devoted to international agreements for the acquisition of companies and of going business concerns.
The course will be fully held in the English language.

Part I - General principles and selected types 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.
1.3     How to settle international disputes: arbitration and settlement.

 
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.
 
1.       Transaction structures.

1.1     Purchase of assets or business concern of target company.
1.2     Purchase of stock of target company.
1.3     Requirements for notification to and approval by authorities.

 
2.       Negotiations.

2.1     Confidentiality and disclosures.
2.2     Assessment criteria and accounting principles.
2.3     Base price determination.

 
3.       Due diligence.

3.1     Organization, ownership and management structure.
3.2     Financial statements, litigation and material contracts.
3.3     Actual and potential liabilities.

 
4.       Documentation of transaction.

4.1     Letters of intent and disclosure letters.
4.2     Acquisition agreement.
4.3     Purchase price adjustments.
 

5.       Post-acquisition activities.

5.1     Exercise of indemnification rights.
5.2     Management of guarantees.

There will be an oral exam at the end of the course. 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.