LAW 5006 :
Draft Int'l Commercial Instrum

This course has several objectives. One is to familiarize the student with the form and content of legal instruments used in various types of international commercial transactions, such as agreements for the sale of goods, agency and distribution agreements, technology licenses and joint ventures. A second is to develop drafting skills, by undertaking drafting projects, with respect to those provisions common to international commercial instruments, such as clauses regarding choice of law, choice of forum, consent to jurisdiction, arbitration, currency fluctuations and various vertical marketing and licensing restraints. In addition, business issues inherent in the types of international commercial transactions considered will also be examined, in a general manner, to impress upon the students that the international business lawyer should expect to assist the client in refining the means of achieving its business goals. Counsel must have a sound understanding of the business issues involved to assure that the instruments are effective vehicles for achieving client goals. The use of back-up or alternative positions in crafting drafts of instruments to be used in negotiations will also be considered. As will the means and techniques for effective communication with the "client" (often, in fact, a group of corporate executives) and foreign counsel to assure that the resulting instruments accurately reflect the carefully thought out goals of the client. Course materials will consist of sample forms of international commercial instruments dealt with in the course, plus relevant articles and commentaries distributed by the instructor.