International business law

— by

Franck BEAUDOIN, Avocat

IMT BUSINESS SCHOOL – LAW 7001

Master of Science in International Management (MSC IM)

Majeure International Marketing and Strategy (Majeure IMS)

Duration of the course: 21 hours / 7 sessions

IMT BUSINESS SCHOOL – LAW 6901

Mastère Spécialisé en Ingénierie d’affaires internationales

Duration of the course: 15 hours / 4 sessions

OBJECTIVES

This course aims at learning to identify and master the major legal issues of international trade. At the end of the course, learners will understand the legal and institutional framework of international trade. They will identify the challenges and specificities of the international dimension of business law. They will know the fundamental rules of international trade. They will master the specific clauses of international agreements. They will be able to negotiate and draft secured international commercial contracts, in French and English. They will master legal risks and they will be able to anticipate, avoid and, if necessary, manage international litigations.

STRUCTURING OF THE COURSE

Private international law is characterized by a certain complexity, due to the multiplicity of legal orders involved. International trade operators must show rigor and inventiveness to secure and optimize their international operations. It is necessary to understand the legal and institutional framework of international trade (part 1), to secure international agreements (part 2) and trade relations (part 3), in order to prevent, or if required manage at best, international litigations (part 4). Due to the globalization of the economy, international law is likely to concern any business, whether it seeks to develop internationally (part 5), whether it is required to source or manufacture abroad (part 6), or whether it seeks to sell abroad (part 7). A company that operates internationally must master specific issues, particularly in terms of distribution (part 8), intellectual property (part 9), personal data (part 10), human resources (part 11), and risk management (part 12).

CONTENT OF THE COURSE

INTRODUCTION

Brief introduction to law and international law.

  • Some aspects of the history of law.
  • The origins of law.
  • Law, society and State.
  • Public international law.
  • Private international law.
  • International vs transnational.
  • International vs federal.
  • The European Union.

OVERVIEW

  • Conflicts of laws and jurisdictions
  • Domestic law, European Union law and international law.
  • Internal / European / international cases.
  • Laws and courts.
  • Conflict rule / substantive law.

PART 1 – LEGAL AND INSTITUTIONAL FRAMEWORK OF INTERNATIONAL TRADE

  • French legal system
  • Legal system of the European Union
  • The Council of Europe
  • The EU-UK Agreement
  • International legal systems
  • International treaties
  • The Word Trade Organization (WTO)
  • United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG)
  • Hague conference on private international law
  • International Chamber of Commerce (ICC)
  • Incoterms
  • Unidroit
  • Lex Mercatoria

PART 2 – INTERNATIONAL COMMERCIAL AGREEMENT

  • Definition of the international agreement
  • Legal regime of the international agreement
  • Applicable law / governing law
  • Contractual freedom
  • Internal public order
  • International public order (“lois de police”)
  • Autonomous contract (contract without law)
  • Competence, clause conferring jurisdiction
  • Specific clauses of the international commercial agreements
  • Contractual liability: non-performance, contractual breach
  • Force majeure (pandemic, administrative closure, strike, popular movement, civil war, acts of war, terrorism…)
  • Study of specific clauses and international agreements (in French, English and bilingual)

Practical case: negotiating and drafting an international business agreement.

Templates of contracts and clauses

PART 3 – INTERNATIONAL TRADE RELATIONS (BETWEEN PRIVATE OPERATORS)

PART 4 – INTERNATIONAL LITIGATION

  • Jurisdiction, conflict of jurisdiction
  • International arbitration
  • Mediation
  • Transaction
  • Litigation strategy
  • Prescription, deadlines
  • Evidence, affidavits
  • Conservatory measures
  • Hearing before administrative authorities
  • Hearing before a court or jurisdiction
  • Execution of court decisions

PART 5 – DEVELOPING INTERNATIONALLY

PART 6 – SOURCING AND MANUFACTURING INTERNATIONALLY

PART 7 – IMPORTING AND EXPORTING

  • Placing on the market
  • Customs, EU treaty, French rules
  • Regulated exports and imports (subject to authorization or prohibited)
  • Diplomacy, diplomatic and consular appeals
  • Administrative law (appeal against an administrative decision)

PART 8 – OPERATING INTERNATIONALLY

PART 9 – INTELLECTUAL PROPERTY

  • Patents
  • Brands
  • Copyright
  • Counterfeiting, parasitism, unfair competition

PART 10 – PERSONAL DATA

PART 11 – INTERNATIONAL HUMAN RESOURCES

  • Labor law, specific clauses of the employment contract
  • Secondment
  • Agent / representative

PART 12 – CONTROLLING THE RISKS

  • Penal law
  • Security obligations towards employees, partners, customers, third parties
  • Product safety
  • Fraud
  • Fighting against tax evasion, money laundering, terrorism financing, corruption, illegal work or work contrary to international standards, environmental damage
  • Specific regulations, notably concerning beneficial owners and tax havens
  • Boycotts, international sanctions
  • Customer acceptance procedure (KYC)
  • Ethics charter, prevention of conflicts of interest, Chinese wall
  • Insurance
  • Delegation of authority

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