Learning objectives
The course explains the rules which compose the legal framework of the global trade law having in mind the pivotal role of the food worldwide.
Classes will be carried on also taking into consideration the experiences of other jurisdictions (e.g.: United States, UK, China, etc.) if functional to a better understanding of the subject.
At the end of the course, students will be expected to:
- have a proof knowledge of the subject,
- be able to describe the rules governing each topic;
- explain using technical language the underlined economic phenomena;
- illustrate the rationale underpinning the rules as well the interests protected by them;
- compare the Italian rules with solutions adopted by foreign jurisdictions.
Prerequisites
Despite the course is self-contained (i.e., no prior knowledge of economics or public international law is required), a basic knowledge of private and contract law is important. During classes basic notions of these subjects will be provided where necessary.
Course unit content
The first part of the course - Global Trade Law, International Commerce and Corporates’ Innovation – deals with global trade from a business, trade, and company law perspective.
As known, the relevance of international commercial transactions and the role of foods in the world economy is undisputed. The economy largely depends on international transactions, and an understanding of the rules governing international commercial transactions is therefore a fundamental tool for virtually any businessperson, policymaker, lawyer, food-consultant, public administrator, director, chief executive officer, food entrepreneur and so on.
This part of the course is aimed to provide students with an in-depth overview of the main legal tools diffused in international trade and business law.
Therefore, the first part of the course will touch several topics that are strictly linked each other’s, starting with the negotiation of international business transactions. A pivotal role will be displayed within the course by the exam of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”). The documentary sale and the financing of international sale of goods are further topics connected with the U.N. CIGS: the course will focus on the use of the “Incoterms”, showing the role of the bill of lading and of the letters of credit to guarantee international payments.
The course will then focus on some of the most common commercial agreements as tools to penetrate foreign markets (agency, distribution and franchise agreement will be analysed and compared).
The use of a branch to exploit new business will be examined vis a vis the establishment of a subsidiary and the incorporation of a joint venture or the acquisition of local companies (M&A).
The last part will be focused on multinational companies and groups, Corporate Social Responsibly, ownership structures and shareholders’ agreements, mergers & acquisitions.
The last part of the course will be dedicated to the resolutions of international business disputes: litigation and arbitration in global trade will be examined in this case.
Full programme
PART I of the Syllabus – (“Global Trade Law, International Commerce and Corporates’ Innovation”) covers the following topics:
1. Introduction. Global Trade and Innovation. Negotiating International Business Transactions;
2. The United Nations Convention on Contracts for the International Sale of Goods;
3. The use of Incoterms in international trade;
4. Payment against documents: the Bill of Lading.;
5. Financing the International Sales of Goods: the Letters of credit;
6. From commercial agreements (agency, distribution, franchising agreements) to foreign investment transactions (branch vs subsidiary; joint ventures; M&A transactions);
7. Elements of company law: directors’ duties, Corporate Social Responsibility, groups’ liability shareholders’ agreements;
8. Resolution of International Business Disputes: Litigation and Arbitration.
The details about each class topics and the relevant materials to be prepared will be uploaded on the Elly platform before the start of the course or of each class.
Bibliography
For the first part of the course the compulsory materials will be uploaded on the course platform on Elly and will mainly consist of lecture slides, case law, sources of law, and readings.
It is also advisable (but not compulsory) to have a read of the following book:
FOLSOM, International Business Transactions in a nutshell, last ed., West Academic Publishing.
Teaching methods
As mentioned in the Syllabus – General part, this part of the course will require an active attendance by students. Discussions of case laws and contractual clauses will be frequent as well legal clinics including, but not limited to, the practical work of students on real cases and social issues supervised by academics and professionals.
The innovative approach of the course will also involve “flipped class” that means pre-class work (independent study, textbook readings and reflective questionnaires will be therefore required) followed by interactive workshop.
This approach has the aim to promote the active student participation in legal problem-solving activities within small groups. These educational activities aim to develop professional attitudes and foster the growth of the practical skills of students about the modern understanding of professions and practices that may involve the knowledge of global trade, business and company law.
Assessment methods and criteria
Written exam based on open questions. For other details please consult the general part of the Syllabus.
Other information
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