International Business Law INTERNATIONAL PROGRAM 1 11 JULY HARVARD LAW SCHOOL

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1 INTERNATIONAL PROGRAM Organized in collaboration with the Institute for Global Law and Policy at HARVARD LAW SCHOOL International Business Law 1 11 JULY

2 1 GENERAL OVERVIEW The current changing times are transforming, permanently and in a profound way, how lawyers ply their trade in a world now dominated by irreversibly internationalized institutions, lawmakers, businesses and disputes. Today, more so than ever, there is a marked imbalance between the traditional lawyer local by definition and the new skills needed to cater, successfully and on the most competitive footing, to a legal services market that has become unmistakably international in its outlook. With all of this in mind, successful 21st century legal practitioners now have no choice but to supplement their traditional training with the acquisition of new now essential know-how related to the practice of international business law. In particular, in the future it will no longer be possible for a lawyer to act in, or add value to, their client s transactions and activities without first having a proper grounding in, and experience of, subjects such as the workings of the key institutions in the English speaking legal world, or case law, of the most relevant institutions and instruments for international contracts, of international treaties, and of international dispute resolution mechanisms, as these are all areas of expertise that have gone from being exotic to forming part of a lawyer s skill set for his or her everyday work. Based on a joint, shared vision of the legal profession and of how it is evolving, Centro de Estudios Garrigues and The Institute for Global Law and Policy at Harvard Law School are pleased to present this International Business Law Program, in which participants will not only have the opportunity to delve deeply, in a balanced way and guided by the very best international legal experts, into the main areas of international law that impact the current business world, but will also be able to supplement all of this knowledge by reflecting appropriately on the commercial, geographical mobility-related, and technological aspects that increasingly define the international lawyer. 2 AIMS AND OUTCOMES To provide participants with the essential key skills to practice competitively as lawyers in the international business world, as they complete the program modules. To gain an in-depth knowledge of international negotiations, international contracts, the principles of Anglo-Saxon law, the conflict of laws, international treaties and dispute resolution. To identify and define as far as possible the commercial, geographical mobility-related, and technological facets of the profile of an international lawyer, among other aspects. 2 Centro de Estudios Garrigues - The Institute for Global Law and Policy at Harvard Law School INTERNATIONAL BUSINESS LAW

3 3 WHO SHOULD ATTEND 6 METHODOLOGY Practicing lawyers with any level of experience or responsibility, whether practicing in sole-practitioner firms or in partnerships, who are exposed to the problems posed by international business and transactions. Heads or members of the in-house legal departments of companies, whatever their size, who are increasingly involved in the international business world. Graduates or postgraduates who need to supplement their training, in a practical and direct way, with knowledge of the relevant key legal aspects of international contracts. 4 APPLICATION FEES The application fee for the entire program is 3,400. Former students of Centro de Estudios Garrigues will receive a 30% discount and current students will be entitled to a 50% discount. A discount of 15% will apply to two or more applications from the same company. To apply, please contact: Ms. Solange Meneses / Maria Luisa Miralles. Tel. (+34) informacion.centro@garrigues.com 5 FINANCIAL FACILITIES Participants would be able to apply for an special loan at Barclays or BBVA banks in order to split up their payments into monthly fees during a year. The program has been conceived from an eminently practical standpoint and is geared towards supplementing the traditional skills and strengths of a local lawyer with the most relevant knowledge of international business law as it currently stands, subject to the consequences flowing from the involvement of different international institutions and from the use of contract instruments imported from other legal systems. Participants will also have the opportunity to attend various supplementary sessions planned within the academic schedule of the program, in the morning (12:00-14:00), at no extra cost. These workshops will offer some additional tools and extra knowledge required by international lawyers. 7 CERTIFICATION Participants will receive an official certificate from Centro de Estudios Garrigues for the International Business Law Program organized in collaboration with the Institute for Global Law and Policy at Harvard Law School. 8 DATE AND SCHEDULE The program will last 28 hours, to be taught from July 1 to July 11, 2013, Monday to Thursday, 15:30 19:00. Additionally, there will be 14 hours of supplementary classes delivered from 12:00 14:00, so the total program length are 42 hours. INTERNATIONAL BUSINESS LAW Centro de Estudios Garrigues - The Institute for Global Law and Policy at Harvard Law School 3

4 9 PROGRAM STRUCTURE 1 st WEEK (1-4 July, 2013) M T W T 12:00 14:00 Introduction to Anglo- American Law and the Common Law Methodology I Legal English vocabulary, expressions and communication style Prof. Sarah Porch Contractual approach to regulators and regulatory issues Prof. Javier Marzo & Susana Cabrera 15:30 Lunch Introduction: Key legal aspects of the current international business world Prof. Ángel Calleja Introduction to Anglo- American Law and the Common Law Methodology II International negotiations and contracts Prof. Scott Brewer International dispute resolution Prof. Scott Brewer 19:00 2 nd WEEK (8-11 July, 2013) M T W T 12:00 14:00 International Corporate Law I International Corporate Law II Drafting International Contracts I Prof. Renata Mendaña Investing in emerging countries: China, India and Brazil (regulatory framework) Prof. Patricia Lampreave 15:30 Lunch Corporate bankruptcy Prof. Jesse M. Fried Financial Regulation & Insider trading Prof. Jesse M. Fried Drafting International Contracts II Prof. Renata Mendaña Closing session: How to be an international lawyer Prof. Ángel Calleja 19:00 4

5 PROGRAM 10 PROGRAM INTRODUCTION: KEY LEGAL ASPECTS OF THE CURRENT INTERNATIONAL BUSINESS WORLD Prof. Ángel Calleja The current international business world is the result of the far-reaching interaction between a range of key international business agents, including private operators, regulators and institutions, all operating within an increasingly globalized landscape. Lawyers require, more than ever, a deep and solid understanding of the foreseeable consequences of such interaction in order to anticipate problems, solutions and opportunities with respect to various issues and challenges. In short, to be able to add value both professionally and efficiently in today's changing environment. This opening session will provide an insight into the dynamics of the international business world and the impact of international economic law on lawyer's work. SUPPLEMENTARY SESSION: INTRODUCTION TO ANGLO- AMERICAN LAW AND COMMON LAW METHODOLOGY I The session will introduce the issues developed deeply in the afternoon class. INTRODUCTION TO ANGLO-AMERICAN LAW AND COMMON LAW METHODOLOGY II The Anglo-American legal tradition has its roots in the Common Law system. As civil law jurists, it is therefore essential to conduct a comparative analysis of this approach and other international legal traditions. This session will examine the fundamentals of Anglo-American law, as well as the sources and limits of legal authority. The key features of this legal tradition include the use of logic and other analytical tools used in common law reasoning and argumentation. SUPPLEMENTARY SESSION: LEGAL ENGLISH VOCABULARY, EXPRESSIONS AND STYLE Prof. Sarah Porch Participants will learn specialist vocabulary and expressions commonly used in legal communications, both in reports and in meetings. Focus will also be placed on adapting communication styles to the context and purpose of the message. INTERNATIONAL NEGOTIATIONS AND CONTRACTS Prof. Scott Brewer During this session, participants will consider some of the key regulations and institutions that govern and guide international contractual negotiation and the settlement of disputes relating to such contracts. Following a brief analysis of the concept of "bargaining in the shadow of the law" a handful of case studies will be used to examine certain key provisions of the Convention for the International Sale of Goods (CISG) and the International Institute for the Unification of Private Law (UNIDROIT). Some of the specific problems arising in cross-cultural international negotiations will also be dealt with. SUPPLEMENTARY SESSION: CONTRACTUAL APPROACH TO REGULATORS AND REGULATORY ISSUES Prof. Javier Marzo / Prof. Susana Cabrera Regulatory matters and prior clearances represent key issues in international transactions involving entities acting in strategic and regulated industries. This session will consider how the parties approach regulatory contractual matters, including the relationship with regulators and the consequences in the event that a proposed transaction is not approved or is subject to conditions (industry regulators -such as telecommunications, media or energy- and stock exchange commissions). A special focus will be dedicated to antitrust matters and their implications, from both an EU and Spanish perspective. INTERNATIONAL DISPUTE RESOLUTION Prof. Scott Brewer During this session, participants will consider some of the basic methods and institutions involved in international alternative dispute resolution ( alternative to litigation ), with a focus on commercial disputes. They will look at: mediation, nonbinding arbitration and binding arbitration. These methods of dispute resolution will then be briefly compared and contrasted with more traditional methods of litigation. Using a few case studies, some of the relative strengths and weaknesses of these different process, including litigation, will be assessed. The session will also analyze the operating procedures of certain key institutions involved in international alternative dispute resolution, such as the International Centre for Dispute Resolution (ICDR, the international division of the American Arbitration Association). 5

6 PROGRAM 10 PROGRAM SUPPLEMENTARY SESSION: INTERNATIONAL CORPORATE LAW I & II Participants will study the following issues: corporate v. other business entities, formation and status of a corporation, shareholders informational rights and the proxy system, close corporations, the duty of care and the business judgment rule, structural changes and mergers & acquisitions, and dividends & share repurchases. The class will be a mix of lecture and practice. After each section of the lecture, participants will do practice problems taken from the New York State Bar exam. CORPORATE BANKRUPTCY Prof. Jesse M. Fried At this session, participants will consider what happens when a public company files for protection under the bankruptcy laws. Bankruptcy laws govern how companies go out of business or recover from crippling debt, but how do they work for international companies? Investor protection and corporate reorganization will also be analyzed. Alums will also delve into how assets are divided in bankruptcy and how the law protects the different stockholders. FINANCIAL REGULATION & INSIDER TRADING Prof. Jesse M. Fried This session will focus on regulation and liability for companies and executives dealing in the stock market. Participants will be introduced to how financial transactions are made in the US market and from an international perspective. Delving further into this issue, the session will focus on stock exchange trading and insider trading regulation, to conclude with analysis of liability in personal data handling. DRAFTING INTERNATIONAL CONTRACTS I & II Prof. Renata Mendaña This session will be a comprehensive overview of the intricacies of drafting international contracts. Participants will leave with a better command of the skills and knowledge necessary to successfully draft an international contract. The session will be highly practical in nature and will include an overview of the most relevant type of clauses in this kind of contracts. SUPPLEMENTARY SESSION: INVESTING IN EMERGING COUNTRIES: CHINA, INDIA AND BRAZIL (REGULATORY FRAMEWORK) Prof. Patricia Lampreave This session will be focused in the regulatory framework that should be considered in any investment to China, India and Brazil. We will review the foreign investment policy (activities: prohibited/permitted/under approval), the foreign exchange control regulation, a general overview of legal investment vehicles (mainly in China) and the anti-tax avoidance measures in force in order to tackle any profit shifting to a low tax jurisdiction. We will summarize the Strengths and weaknesses of each territory. At the end, a case study exercise CLOSING SESSION: HOW TO BE AN INTERNATIONAL LAWYER Prof. Ángel Calleja Becoming a successful international lawyer is not only a matter of proficiency in issues such as understanding the current economic and business climate, the implications of globalization, the interaction between legal systems and knowledge of the objectives pursued by its main operators. An international lawyer also needs, as an essential element, to bridge the gap with respect to certain deficits, among others, in mobility-related, technological and commercial areas. Such areas do not generally form the subject matter of the legal curriculum, despite their key relevance. This closing session will deliver an insight into the core attitudes and skills of the successful 21st century lawyer in light of some of the major trends in the legal profession worldwide. 6

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8 11 FACULTY Prof. Ángel Calleja Director of the Program Partner of Garrigues Law Firm, involved in the international and tax department. Leading advisor on both domestic and international transactions for leading Spanish multinationals. Advisor to numerous foreign multinationals operating in Spain. Head of planning and structuring of the most important investments made by Spanish companies abroad. Handled the first purchase of a US listed company by a Spanish multinational. Carried out the planning of the most important Spanish investment deals in Latin America. Posting in Germany (1997) where he advised the main German multinationals with investments in Spain. Responsible for the most relevant global transaction for suspension of trading on the stock markets of Latin America and New York. OECD: Private expert, advisor on transfer pricing and business restructuring. Consistently included in all the main independent international rankings: Chambers, Euromoney, International Tax Review, Who s Who, Best Lawyer and others. Professor of international taxation for Master s programs at various business schools in Madrid over the past fifteen years. Prof. Scott Brewer, PhD Scott Brewer is a Professor of Law at Harvard Law School. His research interests are based on the philosophical aspects of legal thought. His teaching experience has focused on contracts, evidence, jurisprudence & the philosophy of Law Education: SUNY at Stony Brook B.A. 1979, Philosophy and Religious Studies Yale University M.A. 1980, Philosophy Yale Law School J.D. 1988; Harvard University Ph.D. 1997, Philosophy Professional experience: Lecturer on Law, 1988 Assistant Professor of Law, 1991 Professor of Law,

9 11 FACULTY Prof. Susana Cabrera Partner of Garrigues Law Firm in the EU and competition department : Degree in Law, majoring in Business Administration, Universidad Complutense (Universidad San Pablo CEU), Madrid : European Business Certificate, Ecole Supérieur de Commerce Extérieur, Paris : Master s Degree in European Legal Studies, College of Europe, Bruges (Belgium). Lecturer on competition regulation on Master s programs at various prestigious Spanish business schools. Professor of international business law and politics at New York University (Madrid). Director of Legal English Consulting Group. Previously worked for a law firm in New York which specializes in commercial transactions. Worked for the United Nations Office of the Co-Prosecutors at the Cambodian genocide tribunal in Phnom Penh. Master s Degree in Development Policy from the University of Manchester (UK) and Juris Doctor (J.D.) from Pace University School of Law in New York. Prof. Jesse M. Fried, PhD Jesse M. Fried is a Professor of Law at Harvard Law School. Before joining the Harvard faculty in 2009, he was a Professor of Law and Faculty Co-Director of the Berkeley Center for Law, Business and the Economy (BCLBE) at the University of California Berkeley. He holds an A.B. and A.M in Economics from Harvard University, and a J.D. from Harvard Law School. Fried has also been a visiting professor at Columbia University Law School and Tel Aviv University. Fried's main areas of research are executive compensation, corporate governance, corporate bankruptcy and venture capital. Appointments: John. M. Olin Fellow in Law, Economics, and Business, ; Robert B. and Candice J. Hass Visiting Professor in Corporate Finance Law, 2008; Professor of Law, 2009 Education; Harvard College A.B. 1986, Economics; Harvard University A.M. 1989, Economics; Harvard Law School J.D Research Interests: Corporate bankruptcy and corporate governance; Executive compensation; Insider trading; Securities regulation; Venture capital contracting. 9

10 11 FACULTY Prof. Patricia Lampreave, PhD Dr. Patricia Lampreave is a Lawyer with more than 20 years of experience on International taxation in the private sector and an accredited Tax Professor at the University Complutense (CUNEF) and at the Université Libre de Bruxelles (Belgium). She is part of the Committee of Experts at the European Law Institute (EU) and also collaborate with the International Bureau of Fiscal Documentation in Amsterdam and is in the reserve list of the EU Commission for Transfer Pricing. She holds a law degree from I.C.A.D.E University, a Maîtrise in International and European Law (Université de Lovain-la Neuve) and a SJD in European Tax Law (University Complutense). She has been a visiting professor at the University College of London (UK), at the Georgia State University (USA) and at the Institute for European Studies (Belgium). She has been also a researcher ( ) at the Taxud (EU Commission) and at the Confederation of British Industry (UK). During 2010 and 2011, she has been a senior researcher at Harvard Law School (USA). She participates in international conferences with regard EU Tax policy (during 2012) in the European Law Institute (Brussels), the Hong-Kong University and the Shanghai University (China). She publishes regularly in spanish and international tax magazines (IBFD, Tax Analyst) and in Financial newspapers. She is a member of the conseil of the Ulacit University (Costa Rica) Law Review and of the Spanish newspaper El Economista. She is member of the EATLP (European Association of Tax Law Professors). Prof. Javier Marzo Partner of Garrigues Law Firm. Head of the TMT Group and joint manager of the Garrigues U.S. Desk. Javier specializes in mergers and acquisitions, private equity transactions, privatizations, corporate law, commercial contracts and telecommunications and media law. He has been involved in international transactions and privatizations involving Spanish multinationals. Degree in Law, Universidad Autónoma de Madrid, EU Law courses, Universiteit van Amsterdam, Master s Degree in International Relations (International Political Economy), School of International Relations, University of Southern California, 1995 ("la Caixa" Scholarship). Professor of Communications Law at Universidad Pontificia de Comillas ICADE. He has published various articles and has spoken at conferences on regulatory and contractual aspects of telecommunications and audiovisual media. He is regularly included in international rankings: Chambers, Best Lawyers and others. 10

11 11 FACULTY Prof. Renata Mendaña Partner of Garrigues Law Firm in the Corporate Law department. Degree in Law, Universidad Pontificia Comillas, ICADE (E3), Madrid, Degree in Business Administration, Universidad Pontificia Comillas, ICADE (E3), Madrid, Leading advisor on both domestic and international transactions for leading Spanish and foreign multinationals. Provides recurring advice on corporate and commercial contractual matters to Spanish companies and multinationals as well as specialist advice on M&A and private equity transactions, having actively participated in similar transactions in the insurance sector. Has participated in the planning and structuring of major investments by both foreign multinationals in Spain and Spanish groups abroad. Prof. Sarah Porch A media and politics graduate from the University of Birmingham (UK), Sarah worked on a number of marketing campaigns for one of the UK s top utility companies, Centrica, before later studying for her law degree at the College of Law in York (UK). She trained and qualified as a solicitor at one of the UK s largest corporate law firms, Addleshaw Goddard. Prof. Sarah has since become a specialist trainer in Legal English and delivers business and legal English programs to a number of top law firms. 11

12 Paseo de Recoletos, Madrid, España T (+34) F (+34) informacion.centro@garrigues.com