Cabinet d'avocats


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This course is intended for MBA students at the Institut Supérieur de Commerce in Paris and is given is English.

The objective is to introduce students to the fundamental legal concepts that reflect govern the international dimensions of the organization, operation, financing and taxation of business entities. Emphasis is placed on inter-disciplinary relations between law and ethics, as well as between law and economics. References are made to sources in American, English, French, European Union, Chinese and Indian law. Ample use is made of the case method to develop students analytical ability and understanding of basic techniques of legal reasoning.

Class discussions are focused on the cases and other materials posted on this site.

Evaluation is based on :

- class participation as attested in particular by submissions of case studies at the start of each class at which the student is present and

- a final written exam emphasizing the application of the rules learned to hypothetical cases in the manner used in class discussions (one hour twenty minutes, open book).

For additional reading, students are referred to:

Andreas Cahn and David C. Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, 2nd Edition, Cambridge, 2018

Nicola de Luca, European Company Law: Text, Cases and Materials, Cambridge, 2017

Mathias Siems and David Cabrelli, Comparative Company Law: A Case-Based Approach, Bloomsbury Publishing, 2018

International Business Law: International Edition, 2012, Ray A. August, Don Mayer, Michael Bixby?

Richard Schaffer, Beverly Earle, and Filiberto Agusti, International Business Law and its Environment, South-Western, New York, 2005.

David Ramos-Munoz and Kevin Ingram, The Law of Transnational Securitization?1st Edition, Oxford, 2010

Lee Reiners, FinTech Law and Policy, Duke, 2016

Introduction to European Company Law

Company Law and Corporate Governance in the European Union

Revised Uniform Partnership Act (United States)

Model Business Corporations Act (United States)

Companies Act (UK)

Companies Act (India)

Business Entities (China)

Introduction to Economics of Corporate Law


Session 1 - The corporation in international law

1.1. - Public international law
Belgium v Spain (Barcelona Traction)

1.2. - Private international law
Lungowe v Vedanta in particular paragraphs 1, 2, 9-25, 67-91
Okpabi v Royal Dutch Shell in particular paragraphs 1-3, 6-7, 39-44, 84-133
Bank of Credit and Commerce International Ltd Overseas

Session 2 - Foreign investment

2.1. - Establishment
Uberseering v Nordic Construction, in particular paragraphs 1-12, 22, 78-95
Kamer Van Koophandel and Inspire Art, in particular paragraphs 3-7, 22-33, 95-107, 131-143
Vantagepoint Venture Partners v. Examen

Determine under what provisions of China's Catalogue for foreign investment, Yahoo Inc. of the United States could invest in China. Consider Yahoo's prior experience in that country and how it might organize its business there to avoid a re-occurrence of the events covered in the news story referenced by the link below.
China, Catalogue for foreign investment
Yahoo - in an and out of China

Additional reading
The Canada Development Corporation

2.2. - Foreign investment disputes
Ina v Islamic Republic of Iran
In re Electtronica Sicula
Principles of Compensation of Nationalized Property

Session 3 - Financial innovation

3.1. - Securitization
Securitization in the European Union
Securitization Regulation of the European Union

Introduction to securitization, American Securitization Forum
Introduction to the theory of porfolio diversification, Extract from Shapiro, Multinational Financial Management

Assignment on securitization
Identify between what parties contracts would be required to be concluded in order to organize and implement the attached schematic of a mortgage-backed securities securitization operation. Suppose that the borrowers/mortgageors are in a developed country, such as the U.S. or the E.U. (where tax rates tend to be relatively high) and the originator and special purpose vehicle may be set up anywhere.

What might be the disputes that could arise among those parties in connection with that securitization operation, and in particular each of the contractsæ?

What might be the national laws applicable to those contracts?

In which of those disputes might there arise debates involving piercing the corporate veil?

3.2. - Fintech
Crowdfunding in the European Union
European Union Crowdfunding Draft Regulation
Regulation of internet finance in China

Assignment on fintech law
Starting from a securitization operation as outlined in the schematic referenced above, and assuming that schematic to illustrate an operation carried out entirely offline, what changes would you make to the schematic to illustrate an operation carried out entirely online.

Draw up a list of the types of risks inherent in the online operation and identify which of the parties involved in the schematic as you present it would bear which of those risks.

Session 4 - Criminal law as applicable to corporate activity on the international level
4.1. - Corruption
The OECD Anti corruption Convention
World-Wide Coin Investments

4.2. - Money laundering
The OECD Anti Money Laundering Standards

Online readings
JP Morgan agrees to pay $ 264 M of hiring princelings
BNP Paribas to pay $8.9 billion to U.S. for sanctions violations
The hidden key to the SNC-Lavalin scandal
Le risque pénal dans les relations d'affaires avec la République Populaire de Chine

Assignment on corruption

A French company is negotiating a contract for the supply of goods to the Chinese Government. At a dinner after a day of discussion in Beijing, the chief negotiator for the Chinese side, a Deputy-Minister in the Government, makes it known to the negotiator for the French company, its Chief Executive Officer, that one of his children who is a graduate in business of a leading Chinese university would like to work in France. The CEO of the French company immediately tells the Deputy-Minister that his company would be pleased to employ his son. Indeed within 10 days, the son sends his CV to the CEO of the French company who makes him a formal offer of employment which is accepted by the young man. One month later, the son of the Deputy-Minister begins working for the French company in Paris. His post and his annual salary are equivalent to what a graduate from ISC would get as a first job. A week after the young many begins his work in France, the French company submits its bid to the Chinese Government for the contract. Two months later, the French company is awarded the contract by the Chinese Government. A competitor of the French company, which also made a bid, but lost, learns of the employment of the Deputy-Minister's son by its French competitor that won the contract and it denounces its competitor that won the bid to the Procureur claiming that there was corruption in violation of French laws.

Do you think that French law has been violated? What additional information might be useful in making a determination?

Assignment on money laundering

Un avocat parisien reçoit un de ses meilleurs clients dans son cabinet et apprend que le client veut engager ses services pour monter une société à Hong Kong.

Le client dit à l'avocat qu'il amassé une somme d'environ 100.000 Euros en espèces provenant de ventes en liquide non déclarées à partir des diverses boutiques dans son réseau de magasins de détail.

Le client propose de porter la somme en plusieurs fois jusqu'à Hong Kong dans ses valises et de déposer l'argent dans un compte qu'il contrôlera à travers un prête-nom.

Ce prête-nom ensuite fera des avances de trésorerie à la société française.

Le client demande à l'avocat de lui dire quel est le montant maximum qu'il peut sortir du territoire sans avoir à le déclarer aux douanes. Aussi, il demande à l'avocat parisien de le mettre en relation avec un confrère de Hong Kong qui saura assurer la mise en oeuvre du projet sur place.

Si vous étiez l'avocat parisien, que feriez-vous?

Session 5 - Taxation of multinational corporations

5.1. - Tax conventions
France and Hong Kong Tax Treaty
Detailed presentation of each article of the OECD Model Convention
Bank of America et al v United States

5.2. - Permanent establishment
European Union Digital Tax Directive

5.3. - Transfer pricing
Compaq v Commissioner of Internal Revenue

5.4. - Tax optimization assignment

A French importer buys 10 million Euros worth of goods per year in the People's Republic of China and resells them all in France. The Chinese supplier invoices the goods at a value of 4 million Euros per year including transportation and insurance to Le Havre. The French company makes a profit before tax in France of 3 million Euros per year on the trade in those goods. It has been told that it could reduce its total tax payments by setting up a subsidiary company in Hong Kong which would re-invoice the goods sourced in the PRC (thus the goods would continue to be shipped directly from the PRC to France though the goods would be purchased from the PRC supplier by the HK company and that company would sell them to the French parent company). Assume that the rate of taxation on corporate profits in France is 33% and that Hong Kong does not tax profits on exports or re-exports. If France imposed no duties on imports from China of the goods traded by the French importer, what would be the tax saving from implementation of the re-invoicing scheme? What would be the rate of import duties charged in France beyond which the re-invoicing scheme would no longer be beneficial.


Cabinet d'avocats


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