74643 - INTERNATIONAL BUSINESS

Conoscenze e abilità da conseguire

At the completion of the course, students will be able to identify and frame issues related to the global environment in which international companies operate. This includes the ability to understand the implications of operating across national borders, evaluate different internationalisation processes, comprehend the implications of globalisation, cultural, and social differences, and analyse corporate strategies and organisational structures.

Contenuti

1. The actors and the context of international business

Introduction: what is International Business, International Trade and Foreign Direct Investments (FDI); International Trade theories supporting free trade and their critics, liberalization and promotion of inward investments; Protectionism measures and their rationale, control of inward investments (screening laws). Actors and Institutions of International business: States, Multinational Enterprises (MNEs), International (Governmental) Organizations (IOs), Non-Governmental Organizations (NGOs). Regulating international trade and international investment: Treaties, Conventions, Standards, Recommendations, Decisions, praxis and usages. Government challenges of privatization and globalization: governmental law vs private regulatory mechanisms; from hard law to soft law; other instruments of soft law: rules of organizations, self-regulation, standards, codes of best practice, resolutions, declarations, etc.

FIRST PART - INTERNATIONAL TRADE

2. The role of contracts in international business. The Lex Mercatoria and the International Commercial Arbitration

Historical development of the role of the contract: from Roman Law to the great codification of XIX century. The merchant law or transnational law so called Lex Mercatoria. From the postindustrial economy to the era of finance. Objectification of the contract and the decline of the dogma of consent. The new Lex Mercatoria and the general principles of law. Criticisms. Autonomist and positivist approaches to Lex Mercatoria. Main stages of evolution of the United Nation Commission on International Trade Law (UNICITRAL). An analysis of the UNIDROIT Principles 2016 of International Commercial Contracts. The development of certain clauses by the International Chamber of Commerce (ICC). The arbitration clause and the choice of an arbitration court. National courts and International Commercial Arbitration. The hardship clause and force majeure in international commercial contracts.

3. The International contract of sale of goods

Introduction to International commercial transactions. Negotiation, formation, terms and interpretation of International contracts. Culture and business. The Convention on International Sale of Goods (CISG). Delivery and the passing of risk. The Incoterms 2020. Obligations and remedies of the buyer and the seller. Excused performance and avoidance.

4. International Trade Finance.

Methods of payment in international trade export. Arrangement for payments: documentary collection or documentary credit. The bill of lading. The draft or bill of exchange. Uniform Rules for Collection (URC) 522 drafted by the ICC. The letter of credit. The Uniform Customs and Practice for Documentary Credits (UCP) 600 drafted by the ICC. The standby letter of credit. The doctrine of strict compliance and strict preclusion. The deferred payment letter of credit. The independence principle or autonomy principle and the fraud exception. The smart contracts and the e-commerce, dAPP technology, distributed ledger technology (DLT). International guarantees: bid bonds, performance bonds, retention bonds and advance payment bonds. Finance for exportation: factoring and forfaiting and reverse forfaiting. Countertrade contracts: barter, offset, compensation and counter purchase. Finance for importation: leasing and lease back contracts. Call-off stock and consignment of stock. Digital technology in trade finance. Digital tools and platform to bridge the gaps between small and medium enterprises (SMEs) and finance.

SECOND PART - INTERNATIONAL INVESTMENT

5. FDI and the internationalization of a business

Strategy and international business. The five elements of strategy. Managing international business with the P-O-L-C framework. Global governance of globalized markets through financial regulation, tax and competition law and MNEs' strategic tax and legal planning and restructuring. The role of finance and accounting in global competitive advantage.

6. The Multinational Enterprise and its strategic development

The growth of the MNE and its definition. Businesses and legal forms of MNEs. Horizontal integration: setting up a branch (partnership) or contractual forms of MNE (the global value chain). Distribution agreements. Production agreements. Licensing and transfer of technology. Making international alliances, creating networks and setting up contractual joint ventures. The case of project financing (PF) and public private partnership (PPP). Vertical integration: setting-up a subsidiary (company limited by shares), negotiating equity-based legal forms of JVs. The governance features of JVs and the contractual remedies adopted to solve potential conflicts between the shareholders (i.e. shareholders agreement). Company law restrictions to the freedom of bargaining between the shareholders. Preferential rights and administrative rights to shareholders: the issue of preference shares, different categories of shares and hybrid instruments. Initial Coin Offering (ICO); RFID technology; distributed autonomous organization (DAO) technology.

7. Multinational Group liability and corporate governance structures

The concept of legal personality. Lifting the corporate veil. Holding company and corporate control. The direction and responsibility of the holding vis-à-vis the controlled companies. The "lettre de Patronage". The Multinational group liability in equity based groups and in Global Value Chains. Director’s liability and director’s duty. Principles of Corporate Governance and Disclosure Rules to protect stakeholders (minority shareholders, creditors, employees) and other constituencies. Governance structures and mechanisms. Protections for minorities to reduce opportunistic behaviours and abuses of majorities. The MNE and the environment. Corporate Social Responsibility and ESG (Environment, Social and Governance) Principles. The recent EU Regulation on Reporting and Due Diligence.

Testi/Bibliografia

The readings and material for the course will be assigned before each class during the teaching term and uploaded on Virtuale. Here below you can find an extensive list of sources in relation to each topic that will be treated in class.

1. Michael R. Czinkota , Ilkka A. Ronkainen , Suraksha Gupta, International Busines (9th CUP 2021) Ch. 2, 3, 6; P.T. Muchlinsky, Multinational enterprises and the law (OUP 2021) 3rd eds. Ch. 3; P.B. Stephan, The World Crisis and International Law (CUP 2023), Ch. 11 'Trade and Investment'; R. August, D. Mayer, M. Bixby, International Business, Text, Cases, and Readings (6th ed. 2013 Pearson), Ch. 1.

2. J. Wiener, Globalization and the Harmonization of Law (Pinter 1999) Ch. 7 “The Lex Mercatoria”, pp. 151-183; P. Verbruggen, Regulatory governance by contract: the rise of regulatory standards in commercial contracts, Recht der Werkelijkheid 2014 (35) 3; J. Dalhuisen, On Transnational and Comparative Commercial, Financial and Trade Law: The Transnationalisation of Commercial and Financial Law. The New Lex Mercatoria and its Sources (Hart Publish. 2022) 8th ed, vol. 1, Part I; F. Galgano (1995) ‘The New Lex Mercatoria’, in Annual Survey of International & Comparative Law: Vol. 2, Issue 1.

3. H. Wevers, A Basic Guide to International Business Law, Noordhoff Uitgevers 5th ed., 2021, Chapter 2, 5 and 8; M. Davies and D.V. Snyder, International Transactions in Goods Global Sales in Comparative Context (OUP 2014) Chapters 2; R August, D. Mayer M Bixby, International Business Law: Text, Cases and Readings (6th ed. Pearson 2013) Ch. 10; S. Green, and A. Sanitt, 'Smart Contracts', in Davies and Raczynska (ed), The Contents of Commercial Contracts (Hart Publishing 2020), Ch. 10; S. Jung, P. Krebs, The Essentials of Contract Negotiation (2019 Springer), Ch. 4 'Cultural Differences in Negotiations: An Overview on the US, China and Germany'; Eun Sup Lee, Management of International Trade, Springer 2012, Chapter 3 and 4.

4. J. Madura, International Financial Management, (14th ed. 2021) Ch. 19 'Financing International Trade' pp. 559-578; M. Davies and D.V. Snyder, International Transactions in Goods: Global Sales in Comparative Context (OUP 2014) Chapters 4, 5 and 6; J. Dalhuisen, Transnational Comparative Commercial, Financial and Trade law (Hart Publish. 2023) 8th ed. vol. 3, Part III, pp. 317-390; Eun Sup Lee, Management of International Trade, Springer 2012, Ch. 5.

5. K. Mellahi, K. Meyer, R. Narula, I. Surdu, and A. Verbeke, The Oxford Handbook of International Business Strategy, (1st ed. OUP 2021), Chapters 1 and 2; Alain Verbeke, International Business Strategy: Rethinking the Foundations of Global, 2nd ed. CUP 2015, Part III; C.A. Bartlett, P.W. Beamish, Transnational Management: Text and Cases in Cross-Border Management, Cambridge University Press, Cambridge, 8th ed. 2018, 345-363; P.T. Muchlinsky, Multinational enterprises and the law (OUP 2021) 3rd eds. Chapters 5 and 6; C. Herrmann, P. Trapp, EU Trade Defence Law and Practice, (Springer 2023), Ch. 2; D.C.K. Chow and T.J. Schoenbaum, International business transactions problems cases and materials (5th ed. 2015 Wolter Kluvert), Ch. 5 and 6.

6. P.T. Muchlinsky, Multinational enterprises and the law (OUP 2021) 3rd eds. Ch. 2; D.M. DePamphilis, Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions (10th ed. 2020 Academic Press), pp. 415-440; S. Mock, K. Csach and B. Havel, International Handbook on Shareholders’ Agreements (2019 De Gruyter), Ch. 1 'Shareholders’ Agreements between Corporate and Contract Law', pp. 3-46; A. Comben, Joint Venture & Shareholders’ Agreements, 2005, 2nd ads. Tottel Publishing, pp. 163-255; EU Commission, Legal and regulatory framework of blockchains and smart contracts 2019; Michael R. Czinkota , Ilkka A. Ronkainen , Suraksha Gupta, International Busines (9th CUP 2021) Ch. 8; E. R. Yescombe, Public–Private Partnerships Principles of Policy and Finance, 2007 Elsevier, ch. 1 and 2.

7. V.A. Suveiu, Routhledge Handbook of Risk Management and the Law, Taylor & Francis Group 2023, Ch. 2 and 3; P.T. Muchlinsky, Multinational enterprises and the law (OUP 2021) 3rd eds. Ch. 8 and 9, 14; L. Talbot and A. Kokkinis, Great Debates in Company Law, 2nd, Hart, Ch. 6 'Can Companies Be Moral and the Role of Corporate Social Responsibility'; P. Davies, Corporate Liability for Wrongdoing within (Foreign) Subsidiaries: Mechanisms from Corporate Law, Tort and Regulation, NUS Law Working Paper 2023/007; K. Hopt, Groups of Companies - A Comparative Study on the Economics, Law and Regulation of Corporate Groups, 2nd edition Law Working Paper N° 752/2024; L. Sasso, The EU e-waste policy and regulation, in Das, A., Debnath, B., Chowdary, P.A., & Bhattacharyya, S. (eds.) Development in E-waste Management: Sustainability and Circular Economy Aspects (1st ed.), CRC Press, Taylor & Francis Group, 2023; M.J. Trebilcock and J. Trachtman, Advanced Introduction to International Trade Law, 2nd ed. EE 2020, Ch. 11 'Trade Policy and the Environment'; J. Farrall and K. Rubenstein, Sanctions Accountability and Governance in a Globalised World, Cambridge University Press, 2009, Ch. 9.

Metodi didattici

Classes will combine lectures and discussions around selected case-studies and critical issues. Since attendance is compulsory and participation is part of your course grade, students are expected to attend all scheduled class sessions.

Students will have to engage with the material, participate in class and collaborate. They will have to develop critical thinking in the analysis of the matters discussed in class. The course will examine the topics in context to the extent possible.

Modalità di verifica e valutazione dell'apprendimento

Assuming that the students will come prepared for classes and demonstrate progress and development with the course material, the assessment will be depending on:

40% in-class activities, tests and presentation;

60% one 4.500 words research paper.

 

NON ATTENDING STUDENTS (Erasmus students or engaged in internships)

40% written test of 31 multiple-choice questions on the first part of the program (the readings for this part will be uploaded in Virtuale website);

60% one 4.500 words research paper.

Strumenti a supporto della didattica

Case studies and lecture slides may be used to support lecture delivery. In that case, these will made available in advance of classes.

Orario di ricevimento

Consulta il sito web di Lorenzo Sasso