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Folsom Gordon and Spanogle's International Business Transactions, 2d (Hornbook Series)

By Ralph H. Folsom, Michael Wallace Gordon, John A. Spanogle Jr.

ISBN-13: 9780314242341

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Description

Expert summary simplifies a vast and complicated field. Text concentrates on trade, licensing, and investment law from a U.S. citizen’s point of interest. Special attention is given throughout to the North American Free Trade Agreement (NAFTA) and the Uruguay Round GATT (General Agreement on Tariffs and Trade) accords. Areas covered include sales agent, distributorship, and countertrade agreements; U.S. customs and international trade regulation; export incentives and controls; foreign investing; and antitrust and securities laws.

Features

Answer exam questions quickly and accurately
Contains footnote citations to leading court decisions
Enhances understanding of international business transactions
Timesaving reference tool

Summary Of Contents

Preface
Westlaw Overview
Research References
Chapter
1. International Sales Law
  1. Introduction.
  2. Scope and General Provisions of CISG.
  3. Contract Formation.
  4. Rights and Obligations of the Parties.
  5. Remedies.
2. Commercial Terms
  1. Introduction.
  2. Incoterms.
  3. The Individual Terms of Incoterms.
  4. CISG, The UCC and Incoterms.
3. Bills of Lading
  1. Introduction.
  2. Types of Bills of Lading.
  3. Governing Law.
  4. The "Payment Against Documents" Transaction
  5. Inherent Risks and Liabilities Regarding Bills of Lading.
  6. Electronic Bills of Lading.
4. Sales Agent and Distributorship Agreements
  1. Introduction.
  2. Forms of Distribution.
  3. Ability to Control Agent or Distributor.
  4. Choosing the Agent or Distributor.
  5. The Agreement–Provisions to Customers.
  6. Registration of the Agreement.
  7. Jurisdiction Over United States Principal.
  8. International Unification of the Rules of Agency.
  9. Final Considerations.
5. Countertrade Agreements
  1. Introduction.
  2. Forms of Countertrade.
  3. The Countertrade Agreement.
  4. Negotiating a Countertrade Agreement.
  5. Countertrade in the Context of a Joint Venture.
  6. Policy Positions Concerning Countertrade.
  7. Conclusions.
6. Documentary Letters of Credit
  1. Introduction.
  2. Basic Concepts and Sources of Rules.
  3. Honor and Dishonor.
  4. Other Transactions.
7. Standby Letter of Credit
  1. Introduction.
  2. Traditional Sources of Rules.
  3. New Sources of Rules.
  4. The Issue of Fraud.
8. International Electronic Commerce
  1. Introduction to E-Commerce Transactions.
  2. International Model Laws.
  3. Regional Laws.
  4. United States Laws.
9. An Introduction to International Trade Law–The WTO
  1. The World Trade Organization (WTO).
  2. Clearing U.S. Customs.
  3. Regulating U.S. Trade.
10. United States Tariffs and Duty Free Imports
  1. The U.S. Harmonized Tariff Schedule.
  2. Foreign Trade Zones and Bonded Warehouses.
  3. The U.S. Generalized System of Preferences (GSP).
  4. Caribbean Basin Initiative, Andean and African Trade Preferences.
  5. Goods Incorporating United States Components.
11. Customs Classification Valuation and Origin
  1. The Role of Classification and Valuation.
  2. Classification–The Framework of the Harmonized Tariff Schedule of the United States.
  3. Classification–Determining the Proper Rate of Duty.
  4. Country of Origin.
  5. Valuation–The Framework of Valuation Law in the United States.
  6. Valuation–Determining the Proper Value.
12. Antidumping Duties
  1. Introduction.
  2. GATT/WTO Antidumping Law.
  3. U.S. Antidumping Law.
  4. European Antidumping Law.
13. Subsidies and Countervailing Duties
  1. Introduction.
  2. GATT/WTO Subsidies and CVD Law.
  3. U.S. Subsidies and CVD Law.
  4. European Subsidies and CVD Law.
14. United States Import Controls and Nontariff Trade Barriers
  1. Introduction.
  2. Agricultural Quotas.
  3. Nontariff Trade Barriers.
  4. National Security Import Restraints.
15. Escape Clause and Market Disruption Proceedings; Trade Adjustment Assistance
  1. Introduction.
  2. Escape Clause Proceedings.
  3. Market Disruption Proceedings.
  4. Trade Adjustment Assistance.
16. United States Export Controls
  1. Introduction.
  2. Determining When a License is Needed–The 29 Steps.
  3. Scope of the Export Administrative Regulations.
  4. General Prohibitions.
  5. Commerce Control List Overview and the Country Chart.
  6. Special Controls.
  7. Special Comprehensive License.
  8. Application for a License and Advisory Opinions.
  9. Review of Applications.
  10. Export Clearance Requirements.
  11. Enforcement.
17. The Foreign Corrupt Practices Act and Illegal Payments Abroad
  1. Introduction.
  2. Scope of the FCPA.
  3. Accounting Standards.
  4. Persons Subject to the FCPA.
  5. The Act of Offering, Promising or Giving Corruptly.
  6. Prohibited Persons (Recipients) and Purposes.
  7. Routine Governmental Action Exemption.
  8. Affirmative Defenses.
  9. Enforcement and Penalties.
  10. Department of Justice Review Procedure.
  11. Rights of Action.
  12. Company Responses.
  13. Foreign Nation and Multinational Organization Controls on Corrupt Foreign Payments.
  14. Conclusions.
18. United States Boycott and Anti±Boycott Law
  1. Introduction.
  2. United States Boycotts.
  3. Enacting the Antiboycott Laws.
  4. The Antiboycott Law.
  5. Antiboycott Law–Prohibited Conduct.
  6. Antiboycott Law–Exceptions.
  7. Antiboycott Law–Miscellaneous.
19. United States Section 301 Proceedings–Super 301 and Special 301 Procedures
  1. Introduction.
  2. Section 301 Proceedings and Remedies.
  3. Super 301 Procedures.
  4. Special 301 Procedures.
20. Antitrust Laws (U.S. and Europe)
  1. Introduction.
  2. State Antitrust Law.
  3. Federal Antitrust Law.
  4. European Competition Law.
  5. Cooperative International Antitrust Enforcement.
  6. U.S. Export Antitrust Exemptions.
21. Free Trade Agreements of the United States: Israel, Canada, Mexico (NAFTA)
  1. Introduction.
  2. Israel–U.S. Free Trade.
  3. Canada–U.S. Free Trade.
  4. North American Free Trade.
  5. Free Trade and the Americas.
22. Franchising and Trademark Licensing
  1. Introduction.
  2. International Trademark Treaties.
  3. Franchising in Europe.
  4. Franchising in the United States.
  5. California Franchising Law.
23. Patent and Knowhow Licensing
  1. Introduction.
  2. International Patents and Knowhow.
  3. Transferring Technology.
  4. The Transfer of Technology Agreement.
  5. Elements of a Transfer of Technology Agreement.
  6. Multinational Governance of Technology Transfers.
24. Counterfeit, Infringing and Gray Market Imports– United States Section 337 Proceedings
  1. Introduction.
  2. Counterfeit Goods.
  3. Gray Market Goods.
  4. Section 337 Proceedings (Non-intellectual Property).
  5. Section 337 Procedures.
  6. Section 337 Remedies.
  7. Section 337 Versus Federal Court Remedies.
25. Introduction to Foreign Direct Investment
  1. Introduction.
  2. Who Governs Foreign Investors?.
  3. When Investment Restrictions are Imposed.
  4. The Form of Investment Restrictions.
  5. Reviewing Proposed Foreign Investment.
  6. Foreign Investment Rules Under the NAFTA.
  7. Foreign Investment Rules Under the GATT/WTO.
  8. Foreign Investment Treaties.
  9. Operational Code–The Way Things Really Work.
  10. Some Miscellaneous Aspects of Foreign Investment.
  11. Applicable Law and Dispute Resolution.
26. Choice of Structure: Branch or Subsidiary
  1. Introduction.
  2. Structures–The Choices.
  3. Who is Liable for Whom? Liability and Risk Considerations.
  4. Economic Considerations.
  5. Organizational Considerations.
  6. Operational Considerations.
  7. Termination or Withdrawal Considerations.
  8. Conclusions.
27. Choice of Ownership: Joint Ventures
  1. Introduction.
  2. Applicable Law.
  3. Joint Venture Laws of Foreign Nations.
  4. General Pattern of Joint Venture Laws.
  5. Joint Venture Participants.
  6. Majority, Minority Or 50-50 Participation in Equity and Management.
  7. The Agreements.
  8. The Joint Venture Agreement.
28. Investing in Europe
  1. The Growth of Europe as a Regional Market and Legal Jurisdiction.
  2. The European Common Market.
  3. Mergers and Acquisitions.
29. Investing in the NAFTA Area
  1. Introduction.
  2. The Investment Laws of Canada, Mexico and the United States.
  3. Foreign Investment in Canada.
  4. Foreign Investment in Mexico.
  5. Foreign Investment in the United States.
  6. The Exon-Florio Regulation.
  7. Industry Specific Restrictions on Foreign Investment.
  8. Operational Level Restrictions.
  9. Terminating Foreign Investment.
  10. Conclusions.
  11. Foreign Investment and the NAFTA.
30. Investing in Developing and Nonmarket Economy Nations
  1. Introduction.
  2. The Pattern of Investment Laws in Developing Nations.
  3. Trading With Developing and Nonmarket Economy Nations.
  4. Investing in Developing and Nonmarket Economy Nations.
  5. Investment by the Use of Joint Ventures.
  6. Investment by Privatization.
  7. Investment by Franchising.
  8. Insuring Investments.
  9. Conclusions.
31. Special Problems: Currency Controls
  1. Introduction.
  2. Forms of Currency Controls.
  3. Actions Which Affect the Value of a Currency.
  4. Inflation and Indexation.
  5. Dual or Multi-Level Exchange Rates.
  6. Sanctions for Violations of Currency Controls.
  7. Regulation by the International Monetary Fund.
  8. Exchange Controls and the Act of State Doctrine.
  9. Foreign Exchange Contracts.
  10. Foreign Exchange Risk.
  11. Conclusions.
32. Protecting Against Loss of Investment
  1. Introduction.
  2. The Language of Taking.
  3. Avoiding or Lessening the Risk.
  4. Insuring the Risk.
  5. The Overseas Private Investment Corporation (OPIC).
  6. The Multilateral Investment Guarantee Agency (MIGA).
  7. Expropriation in Free Trade Agreements.
  8. Conclusions.
33. Expropriation of an Investment
  1. Introduction.
  2. Expropriation Law.
  3. Expropriation–Public Purpose.
  4. Expropriation–Retaliation and Discrimination.
  5. Expropriation–Compensation.
  6. After Expropriation.
  7. Foreign Sovereign Immunities Act in Expropriation Cases.
  8. Act of State in Expropriation Cases.
34. International Business Litigation
  1. Introduction.
  2. Location of the Litigation.
  3. Before the Trial.
  4. At the Trial.
  5. After the Trial.
35. International Commercial Arbitration
Appendix: Westlaw Research
Table of Cases
Index