International Business Transactions | Professor Guseva

This course covers a broad range of domestic and transnational transactions and their economic underpinnings. The first classes will begin with sessions setting the legal and practical context of the law and economics of contracting and organizational design. Specifically, the initial classes will be devoted to an analysis of a number of traditional and novel theories affecting contractual relationships, which will be the fulcrum of the course. Students will be introduced to the theories enabling them to assess contractual design: adverse selection and moral hazard problems, transaction costs, prisoner’s dilemma, strategic behavior, agency and hold-up costs, braiding in formal and informal contracting and others. Each theory will be further analyzed with respect to specific transactions as students will be helping a fictional group of entrepreneurs develop a successful international company.
The major part of the seminar will entail students representing a start-up business or its contracting parties. As attorneys for the start-up, the students will work on the following issues: raising capital, designing and assessing domestic and international contracts of sale, entering into a variety of contractual arrangements with international customers, creditors and suppliers using letters of credit and negotiable instruments, dealing with counterparties in default, arbitrating or renegotiating agreements, settling international disputes, developing joint ventures with foreign partners, and identifying potential Foreign Corrupt Practices Act violations.
Each week, students will be presented with a specific hypothetical situation and confront a series of transactional problems. Students will draft several short assignments, including concise client memoranda and contracts. All classes will involve negotiation exercises among attorneys representing two or three clients. The final grade will reflect in-class participation and assignments as follows:
(1) written assignments – 30%,
(2) in-class participation – 10%,
(3) the results of a final examination – 60%.
Type of exam: 48-hour take-home exam.
Credits: 4

Type: LEC