Prof. Steve Charnovitz scharnovitz@law.gwu.

edu
Stuart Hall 405

Draft Course Syllabus (8.30.21)

International Business Transactions 6522
Fall 2021

Required Texts

1. Casebook: Folsom, Van Alstine et al. eds., International Business Transactions: A Problem-
Oriented Casebook West Academic, 13th ed. 2019. This is abbreviated "CB". $250.

2. Documents Supplement (2019) to Folsom, Van Alstine et al. (eds.). This is abbreviated "DS". $105.

3. Five Coursepaks. Please note readings keyed to individual problems. Further short handouts may
be added during the course.

Course Coverage

This course studies (1) the sale of goods and services across national borders, (2) the movement of
companies and capital to a foreign country, and (3) the resolution of international commercial disputes.
In the transborder sale transaction, we will analyze the sales contract and the financing (letter of credit)
agreement. Regarding the movement of products and services abroad, we will first consider licensing
and franchising, and then direct foreign investment by the producer. In each transaction pattern, we
will analyze issues relating to the agreement (“deal making”) and issues arising out of governmental
regulation of the transaction. Finally, the class will provide an overview of international dispute
resolution including both litigation and arbitration.

This is a problem-oriented course: The classes will be built around a discussion and analysis of the
problems set out in the Casebook. For each problem, please study the CB pages and refer to the
relevant provisions of the referenced documents in the DS and to the Coursepak readings. The
syllabus lists the key documents from the DS; students may want to consult additional documents in
the DS. Note that students may find helpful the "Questions and Comments" at the end of each CB
chapter, but we will not routinely go over those items in class.

Grades and Credit

This is a three-credit course graded through a three-hour essay-type open book examination on
Thursday, December 9 at 930 am. Students may bring any written materials to the exam.

All students are encouraged to prepare carefully for class, attend classes regularly, and participate in
class discussions. Class participation will get about 15% weight in the course. Student grades may be
adjusted upward or downward at the end of the semester based upon participation in class. Under the
GWU Law Bulletin, regular class attendance is required.
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I will be using a weekly on-deck system but may also call on students who are not on-deck for that
week. Everyone needs to serve on deck at least two classes during the course in order to receive a
grade in the course. Do not wait until the end of the semester to volunteer. Students are advised to be
on deck early in the semester in order to head off the possibility of being closed out late in the
semester.

I am happy to respond to emails from students regarding the curriculum up to the last day of class.
After that time, please post your questions on the Course Discussion Forum so all members of the
class can see the questions and answers.

To achieve greater transparency and fairness, I will be following a policy that questions regarding
grading, and the exam format and substance need to be asked in class or on the Course Discussion
Forum. Copies of some previous exams are posted on the portal.

Any student who will be taking a US Law School exam for the first time this semester may see me
about writing a practice exam question.

Student Deportment

Students will be expected to arrive on time for class and to avoid visually distracting activities such as
internet surfing on non-course-related materials.

ABA Anticipated Learning Outcomes: A student who completes this course should have an
understanding of the basic norms and processes of international trade law and how these norms govern
national trade policy. A student should also understand how a trade lawyer can help clients seek
government trade restrictions on their competitors.

Law School Statement on Class recordings: Classes will be recorded this semester and made
available to students. Students are encouraged to use electronic course materials, including recorded
class sessions, for privatepersonal use in connection with their academic program of study. Electronic
course materials and recorded class sessions should not be shared or used for non-course related
purposes unless express permission has beengranted by the instructor. Students who impermissibly share
any electronic course materials are subject to discipline under the Student Code of Conduct. Please
contact the instructor if you have questions regarding what constitutes permissible or impermissible use
of electronic course materials and/or recorded class sessions. Please contact Disability Support
Services if you have questions or need assistance in accessing electronic course materials.
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CB pages and DS Items Coursepak Items

A. Public and Private Law to

Facilitate the International Sale of
Goods

August 31 Introduction to IBT CB: pp. 22-29 Coursepak 1

The Basic Sales CB: pp. 37-69

Sept. 2 Transaction DS: Item 53
(Intro. 4.0)

The Sales Agreement. CB: pp. 69-83

Sept. 7 Formation of Contract DS: Items 51, 52, 53, 63
(Problem 4.1A)

Conflicts of Law

Sept. 9 Convention on Contracts CB: pp. 83-101 Coursepak 2

for the International DS: Item 4
Sale of Goods

Counseling on Contract
Formation

Commercial Terms CB: pp. 101-131 Coursepak 2

Sept. 14 (Problem 4.2) DS: Items 4, 42, 53

Wars and Other CB: pp. 131-165 Coursepak 2

Sept. 16 Frustrations (skip Comment on
(Problem 4.3) Damages, page 158-
159)
DS: Items 4, 53

Bills of Lading CB: pp. 193-225 Coursepak 2

Sept. 21 (Problem 4.5) DS: Items 42, 45, 53

The Letter of Credit CB: pp. 227-263

Sept. 23 Strict Compliance and Coursepak 2
Allocation of Risk DS: Item 53
(Intro. 5.0 & Problem
5.1)
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Sept. 28 Enjoining Payment of CB: pp. 263-292

Letters of Credit DS: Item 53
(Problem 5.2)

Sept. 30 The Standby Letter of CB: pp. 292-332 Coursepak 2

Credit (Problem 5.3) DS: Items 6, 53

B. Government Regulation of
Transborder Transactions,
including Transfers of
Technology

Oct. 5 and Oct. 7 Franchising and Coursepak 3

Trademark Licensing

Oct. 5 Problem 9.1, Part A CB: Read pp. 715-727;

Read pp. 730-745

Q. How would you

adapt the Glickman
Typical Franchise
Agreement (CB, p. 734)
for our client?

Oct. 7 Problem 9.1, Part B CB: pp. 745-762

DS: Item 50

Oct. 12 and 14 Export Controls (Intro. CB: 615-639, 641-646 Coursepak 3

8.0 and Problem 8.1) DS: Skim Item 39 (stop
Oct. 12 at 1070); 40 (stop at
1122), 1151-58

Oct. 14 Continue studying

export control readings

Oct. 19 International Economic CB: 646-661 Coursepak 3

Boycotts (Cuba)
(Problem 8.2 Part A DS: Items 35, 36, 37, 40
only) (1122-26), 1151-1158;
Skim Items 59, 67, 68

Oct. 21 Approval to Invest CB: pp. 899-914 Coursepak 3

(Problem 10.2, Part A DS: Item 48
only)
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Questionable Payments CB: pp. 679-716 Coursepak 3

October 26 to Foreign Officials DS: Items 3, 5, 47
(Problem 8.3)

Oct. 28 Customs Classification CB: pp. 367-390 Coursepak 3

(Problem 6.2, Part A) DS: Item 26 (pp. 581-
587), Item 27 (pp. 623-
625)

C. Regulatory Issues Affecting

Foreign Direct Investment

Nov. 2 Investing Abroad CB: pp. 868-896

(Problem 10.1)
DS: Item 65 Coursepak 4

Nov. 4 Operation of the CB: pp. 961-979 Coursepak 4

Investment and
Withdrawal
(Problem 10.4)

Nov. 9 Project Financing CB: pp. 928-961 Coursepak 4

(Problem 10.3)

D. Resolution of Transnational Commercial Disputes

Nov. 11 Choice of Forum and CB: pp. 1085-1096

Jurisdiction 1114-1115 Coursepak 5
(Problem 11.1 Parts A, 1128-1132
C, 11.2 Part B)
DS: Items 63, 64, 46

Nov. 16 Enforcement of Foreign CB: pp. 1171-1190 Coursepak 5

Judgments (Problem DS: Items 58, 56, 64
11.4, Parts A and B)

Nov. 18 Using Arbitration CB: pp. 1196-1204, Coursepak 5

(Problem 11.5) 1209-1223

DS: Items 7, 44

Nov. 30 Enforcement of Foreign CB: pp. 1224-1245

Arbitral Awards Coursepak 5
(Problem 11.6) DS: Item 7, 44

Dec. 2 Review Session Review all

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Last Class Course Evaluation

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International Business Transactions 522

Coursepak 1
Introduction to IBT

Table of Contents

First Class Skim: Benson, “It Takes Two Invisible Hands to Make a Market: Lex Mercatoria
(Law Merchant) Always Emerges to Facilitate Emerging Market Activity”

UNCTAD, How COVID-19 triggered the digital and e-commerce turning

point.

ICC, Policy Primer on Cybersecurity (table of contents)

UNCITRAL, Press Releases, 2021 and 2020

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Coursepak 2
Table of Contents

Problem 4.1 CISG in Hong Kong (excerpts)

Problem 4.2 ICC, Incoterms 2020 Quick Reference

ICC, Incoterms 2020 Chart
Incoterms 2020 (excerpts)

Problem 4.3 Navigating International Contracts in New York during a Pandemic (excerpts)
Morgan Lewis, Cross-Border Contracts Caught at the Crossroads (excerpts)
The Importance of Force Majeure Clauses in the Covid-19 Era (excerpts)

Problem 4.5 What is a Bill of Lading and Why Isn't A Digital Format Industry Standard
MSC, world's second largest container shipper adopts Wave blockchain bills of lading

Problem 5.1 ICC, UCP 600

EUCP Excerpts

Problem 5.3 Allen & Overy, 7 key points for making sure your standby letter of credit is still as good
as cash
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Coursepak 3
Table of Contents

Problem 9.1 Iconic Franchises Then and Now

Dentons, The impact of the coronoavirus on the franchise industry
Kauffman, Updating Franchise Disclosure documents
Franchisee says Jimmy John's Truing to Shut it out of market
Another IHG franchisee sues hotel giant over vendor deals
Burger King workers urge 11th Circ. to apply NCAA ruling

Problem 8.1 EAR Exceptions

Commerce puts tighter export controls on new technologies
Commerce eases reporting rules for encryption exports
Scientist gets 5 years for exporting semiconductors
USCBC Export Controls fears hindering sales of US Goods to China
New regulatory agenda heavy on export control

Problem 8.2 ALI Restatement on Jurisdiction (excerpts)

US Opposes UN Resolution on Cuba Embargo
New US sanctions aim to punish cuban forces for crackdowns on protesters
American Airlines Beats Suit Over Cuba Property at 5th Circ.
China Prepares New Anti-Sanctions Laws for Hong Kong and Macau
US Weighs New Sanctions on Iran's Oil Sales to China if Nuclear Talks Fail
Tit-For-Tat Sanctions with China May Put Companies in a Bind

Problem 10.2 Deal Maker Takeaways From Latest CFIUS Annual Report
Firms Vie for CFIUS Attys as 'Black Box' Panel Extends Reach
How to Meet CFIUS Expectations on Chinese Investment
How Tech Race Bill Expands CFIUS Purview to Academia
Government 'Swat Team" Is Reviewing Past Startup Deals Tied to Chinese Investors
Biden Builds on Trump's Use of Investment Review Panel to Take on China
Nvidia's $40 Billion Deal for ARM Faces UK National-Security Probe

Problem 8.3 Corruption Perceptions Index 2020

First 2021 Corporate FCPA Case Offers Compliance Reminders
5 Things GCs Should Know about Global Corruption Trends
Mitigate Key FCPA Risks with Tailor-Made Compliance
What Anti-Bribery Authorities Expect From Compliance Teams
Ex-Goldman Banker Settles SEC Ghana Bribery Case
Start Preparing For Germany's Corporate Sanctions

Problem 6.2 US Harmonized Tariff Schedule (HTS) 2021 Table of Contents

US HTS General Notes (Excerpts)
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Coursepak 4
Table of Contents

Problem 10.0-10.1 Boom Times for Lawyers at Washington Pursues Big Tech
Antitrust can Hurt US Competitiveness
Biggest Merger Review Developments of 2021 So Far
US Competition Policy is Aligning with Europe, and Deeper Cooperation Could Follow
Facebook Acquisition Review Shows EU's New Antitrust Power
How Biden's Competition Order Affects the Antitrust Agencies
Two insurance gians call off their planned merger after a Justice Dept lawsuit

Problem 10.4 Venezuela to Cut Zeros from Currency Battered by Hyperinflation

OECD's Global Tax Revamp Falls Short, Watchdog Group Says
Yellen Says EU Delay on Digital Tax Helps Global Corporate Tax Deal
Global Law Firms Boost Transfer Pricing Teams
Bankruptcy-Friendly US Extends Lead as Haven of Foreign Filers

Problem 10.3 White & Case, Project Development and Finance

Chambers, Becoming a Project Finance Lawyer
A Gold Mine Takeover Highlights Increasing Mine-Sector Risk
How Blockchain Can End Poverty
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Coursepak 5
Table of Contents

Problem 11.1 ICC, Young Arbitrators Forum

Around 4900 viewers tune in to "London as a Forum for Disputes"
Covid-fueled boom in disputes likely to last

Problem 11.4 Ex-Yukos Unit Wins New $5 Billion Court Judgment Against Russia
French Order on Picasso Pics "Repugnant" to US Law

Problem 11.5 NY Law May Remain Best Bet for Enforcing Foreign Awards

Problem 11.6 10th Circ. Affirms Award in Gold Mine Control Fight
Supreme Court Holds that New York Convention does not bar nonsignatory from
compelling international arbitration