OVERVIEW

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.

AIMS AND CONTENT

LEARNING OUTCOMES

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.

AIMS AND LEARNING OUTCOMES

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:

1. have learned basic legal concepts, for example, in relation to the applicable law and methods of dispute resolution, useful for the interpretation of an international contract;
2. have learned the necessary notions to participate in the drafting, negotiation and execution phases of an international contract: drafting techniques, negotiation phase, organization of the contractual text, language, etc;
3. know the principal features of the main international contracts such as the contract for the purchase and sale of movable goods and/or services, subcontracts and OEM contracts, distribution contracts, agency contracts, licensing agreements-with particular reference to software, apps and digital content-as well as contractual joint ventures;
4. know the most common types of international extraordinary transactions, understand their structure and terminology as well as the main legal issues, with a particular focus on transactions involving the acquisition and sale of companies and corporate interests, as well as corporate joint ventures and investment transactions in equity and semi-equity instruments including in the context of venture capital and private equity;
5. have developed adequate skills to map and understand the issues inherent to the negotiation and execution of international agreements to be able to independently explore the issues addressed during the course.

PREREQUISITES

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.

TEACHING METHODS

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.

SYLLABUS/CONTENT

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.

RECOMMENDED READING/BIBLIOGRAPHY

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.

TEACHERS AND EXAM BOARD

Exam Board

BENEDETTO LONATO (President)

SILVIA BRUZZI

CLARA BENEVOLO (President Substitute)

LESSONS

LESSONS START

2nd semester

Class schedule

The timetable for this course is available here: Portale EasyAcademy

EXAMS

EXAM DESCRIPTION

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.

ASSESSMENT METHODS

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.

Exam schedule