International business and corporate relations affect a large part of our country's companies and groups. The impact of new technologies, and the underlying entrepreneurial projects, have only accelerated and expanded this phenomenon. The course will cover the main features and problems inherent in the drafting and negotiation of international commercial contracts, as well as those related to cross-border merger & acquisitions transactions.
The course aims to provide basic notions necessary for drafting and negotiating international agreements and participating in cross-border M&A processes. Specifically, the course will explore the main legal topics useful for contract drafting, as well as the discipline of the most common international contracts. It will address the main issues, both of a technical-legal nature and of an organizational-operational nature, relating to the organization and conduct of extraordinary international transactions, with a particular focus on investment transactions and the sale and purchase of corporate interests and companies.
The course aims at providing the student with (i) the basic legal notions to deal with drafting, negotiation and execution of international contracts, (ii) knowledge of the main characteristics of the most commonly used contractual models, (iii) basic concepts needed to manage the processes of contract negotiation with parties of different nationalities as well as (iv) basic notions, both of a technical-legal character and of an organizational and operational nature, regarding the participation in processes of cross-border M&A i.e., extraordinary international transactions such as, inter alia, acquisitions and sale of companies and corporate interests, corporate joint ventures, equity investments, etc.
Intended Learning Outcomes.
Upon completion of the course, the student will be expected to:
The course will require the knowledge of the English language, business law (diritto commerciale) and private law (diritto privato) as well as knowledge of key economic indicators of enterprises such as EBITDA, NFP, Net Working Capital, etc.
Lectures, case analysis, company testimonials. Individual and group work will be possible. There will be in-depth lectures but also simulations of negotiation processes and drafting sessions.
In the light of the course structure and the learning outcomes, attendance is mandatory.
Students with certification of disability, DSA or special educational needs should contact, at the beginning of classes, both the lecturer and the Department's disability liaison, Prof. Serena Scotto (scotto@economia.unige.it), to agree on teaching and examination modalities that, while respecting the teaching objectives, take into account individual learning patterns and allow the use of any compensatory tools.
The international contract: applicable law, competent court, alternative methods of dispute resolution-international arbitration, language aspects.
2. The execution of the international contract, the most common contract clauses and international payments (letters of credit, documentary credits, etc.).
3. The international sales contract; the purchase and sale of goods and services.
4. International distribution and agency contracts. Subcontracts and OEM contracts.
5. International agreements regarding the purchase, licensing and/or exploitation of economic rights to intangible assets (softwares, web-based products, web portals, trademarks, patents, etc.).
6. Share deals and asset deals: contracts for the purchase and sale of corporate interests in the context of crossborder transactions. Investment contracts and corporate joint ventures. International extraordinary transactions in general, cases and examples.
7. Practical lesson: review and analysis of a crossborder M&A transaction. Simulated negotiation of selected contractual provisions regarding the same transaction.
8. Practical lesson: group negotiation and drafting of an international trade agreement based on a case study.
During the course, the lecturer will continually offer real-life examples and case histories aimed at making the student more aware of the implications of the teachings and essential in assimilating the course material.
Given the aims and content of the lectures, books and study support materials will be update in relation to international changes and relevant ongoing phenomena. Books on which to study will therefore be indicated on Aulaweb at the beginning of class.
FACULTY AND COMMITTEES
Benedetto Lonato
Clara Benevolo
LESSONS
BEGINNING OF LECTURES
Classes will be held in the second semester according to the schedule defined by the Department of Economics.
Schedule and classrooms are available at the link EasyAcademy.
Class attendance is mandatory.
BENEDETTO LONATO (President)
SILVIA BRUZZI
CLARA BENEVOLO (President Substitute)
2nd semester
The exam will be written and include open-ended questions and will be held on the dates of the regular exam rounds. The examination will focus on the program contained in the syllabus published on Aulaweb and on the indicated books. No special exam rounds will be granted outside the official exam sessions. Registration for the exam is mandatory.
The course is classified as Other educational activity and therefore the outcome of the exam is expressed in terms of eligibility.
The examination will aim to assess (i) the effective knowledge of the legal elements necessary to deal with the drafting, negotiation and execution of international contracts, (ii) knowledge of the main items of the most common contractual models in international practice (iii) the basic notions, both of a technical-legal nature and of an organizational and operational nature, regarding participation in so-called cross-border M&A processes i.e., extraordinary international transactions.
