This course is conducted over 12 hours and is intended to introduce graduate business students to the basic legal issues arising in connection with the creation, internal functioning and financing of international business organizations.

Frequent references are made to American law, European Union law, French law and Chinese law.
 

Day one (4 hours): business organizations

legal personality - economic and legal significance
partnerships and joint ventures
status of companies in international and local law
public corporations in national, European and international law
constituting a company
corporate objects and ultra vires
management powers
shareholder rights
ethical considerations
 

Day two (4 class hours): legal aspects of corporate finance

Part 1 - financing the corporation
types of corporate financial instruments
the decision to issue financial instruments
contracting debt and bond issues
contracting share offerings
legal aspects of options - contractual and regulatory
regulatory aspects of securities offerings

Part 2 - trading in securities
registration of securities and exemptions
registration of dealers
disclosure and market efficiency
fraud
insider trading
 
 

Day three (4 class hours):

Part 1 - Mergers and acquisitions
take-over and defence strategies
contractual aspects of M&As
regulatory aspects of M&As
accounting and taxation considerations
 

Part 2  - Taxation of international companies
jurisdiction to tax

treaty provisions with respect to permanent establishments

use of tax havens taxation of electronic commerce
 
 

Articles

John Stofford, Multinational Corporations, Foreign Policy, Winter 1998-99, p. 12-24.

Stephen J. Kobrin, The MAI and the Clash of Globalizations, Foreign Policy, Fall 1998, p. 97-109.

The World's Most Admired Corporations, Fortune Magazine, October 27,1997. p. 40-58.

Michael J. Rubach, Terrrence C. Sebora, Comparative Corporate Governance: Competitive Implications of an Emerging Convergence, Journal of World Business,33(2) 1998, p. 167-184.

Robert F. Felton, Alex Hudnut and Jennifer van Heeckeren, Putting a Value of Board Governance, McKinsey Quarterly, 1996 Number 4, p. 171-173.

Arnold W. Sametz, An Expanded Role for Private Pensions in U.S. Corporate Governance, Journal of Applied Corporate Finance, Summer 1995, Volume 8 Number 2, p. 97-110.
 
 

Books - these titles may be ordered online and many are available at the ISM office for consultation and loans.
 

The Economic Structure of Corporate Law by Frank H.Easterbrook, Daniel R. Fischel (Contributor) (Harvard Univ Pr, 1996)
 
 

Economics of Corporation Law and Securities Regulation by Richard A. Posner, Kenneth Scott (Aspen Publishers , 1998)
 
 

Economic Analysis of Law, Richard A. Posner, (Little, Brown and Company, 1992), in particular, chapters 14-15.
 
 

Corporate Governance by Robert A.G. Monks, Nell Minow ( Blackwell Pub, 1994), in particular, chapter 5.
 
 

Ethical Theory and Business by Tom L. Beauchamp (Editor),Norman E. Bowie (Contributor) (Prentice Hall, 1994), in particular chapter 2.
 
 

International Finance : Transactions, Policy and Regulationsby Hal S. Scott, Philip A. Wellons (Foundation Pr, 1999), in particular chapter 5.
 
 

International Business Law by Ray August (Prentice Hall, 1999), in particular chapters 4 and 13.
 
 

Business Law in China: Trade, Investment and Finance by Zhang Yue Jiao and Daniel LAPRES, editors (International Chamber of Commerce, Chinese International Chamber of Commerce, Paris, 1997) note on this book, in particular chapter 5.
 
 
 
 

Corporate documents

Corporate bylaws

Joint Venture Agreement

Underwriting Agreement

Prospectus

Stock Purchase Agreement
 
 

INTRODUCTION

CORPORATIONS LAW

FOREIGN INVESTMENT

SECURITIES LAW

TAXATION

ETHICS

 

GENERAL INTRODUCTION

 

 

Global Business Environment

 

UNCTAD - Investment and TNC's

WorldFactbook2000

World Economic Forum

Economic Policy Institute

World economic competitive rankings

Growth Competitiveness Ranking

Current Competitiveness Index Ranking

The Global Competitiveness Report 2000

Index of Economic Freedom, 2001 Interactive Edition, The Heritage Foundation

Economic Creativity Index

 

 

Globalization of business and corporations

Global Integration: Federal Reserve Bank of Kansas

Martin Feldstein -- Aspects of Global Economic Intergration: Outlook for the Future

Jeffrey A. Frankel -- Globalization of the Economy

 

 

FOREIGN INVESTMENT

The Multilateral Investment Guarantee Agency

Articles on the MAI

 

 

CORPORATE LAW

European Union Corporate

EU-Company law

Council Directive 92/101/EEC of 23 November 1992 amending Directive 77/91/EEC on theon the formation of public limited- liability companies and the maintenance and alteration of their capital

First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, foron co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community

Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent

Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping

<
dt> Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom

 

 

French corporate

Infogreffe, la base de donnees d'informations legales (Kbis, bilans, comptes de resultat, endettement...) sur les entreprises françaises des Greffes des Tribunaux de Commerce

Loi No 66-537 du 24 juillet 1966 sur les sociétés commerciales

 

United States Corporate

Business Law Web Lecture

Hoover's Online: The Business Network

FindLaw: Corporation and Enterprise Law

Delaware Corporations Law

 

 
 

Chinese corporate

Ministry of Foreign Trade and Economic Cooperation (MOFTEC)

 

 

SECURITIES LAW
 

European Union securities law

EU-securities legislation

Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field

Council Directive 89/298/EEC of 17 April 1989 coordinating the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the public

Council Directive 80/390/EEC of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing

Council Directive 79/279/EEC of 5 March 1979 coordinating the conditions for the admission of securities to official stock exchange listing

Council Directive 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing

Council Directive 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing

Council Directive 88/627/EEC of 12 December 1988 on the information to be published when a major holding in a listed company is acquired or disposed of

Council Directive 89/592/EEC of 13 November 1989 coordinating regulations on insider dealing

Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)

 

 

French securities law

Commission des Opérations de Bourse

Site web du Conseil des Marchés Financiers (France/Europe)

Organnigramme des régulateurs des marchés financiers

 

 

United States securities law

US Securities and Exchange Commission

Securities Law - Rules and Regulations

The Securities Law Home Page

 

Chinese securities law

La réglementation des nouveaux marchés financiers en Chine

INTERNATIONAL

CORPORATE TAXATION

Model Treaty

Conventions fiscales internationales

Section of Taxation

Federal Tax Burdens and Expenditures by State

INTERNATIONAL CORPORATE ETHICS

Convention and other instruments - oecd anti-corruption unit

Council Directive 91/308/EEC of 10 June 1991 on prevention of the use of the financial system for the purpose of money laundering

Projet de loi anti-crruption à l'étranger

Corruption and the Composition of Foreign Direct Investment: Firm-Level Evidence

Business for Social Responsibility

Internet Center for Corruption Research