Introduction to US business law

Transcription

1 1 Rechtswissenschaftliche Fakultät Universität Zürich Prof. Dr. Andreas Kellerhals FS 2016 Introduction to US business law overview I. Introduction II. History of the United States of America The new world Swiss connections A society forms A country grows Revolutionary ideas The revolution A nation is formed The early republic The sister republics America strengthens Expansions and reform Population and migration Slavery The Civil War Reconstruction American Innovation Empire building World War I and aftermath The Great Depression and the New Deal World War II

2 2 Postwar Vietnam War Modern history till today Famous US Presidents III. US Constitution Historical perspective Mail goal: balance between central government states Confederation Federation Federal government an American invention Structure Division of powers (federation, enumeration, checks and balances) Three branches of government o The Legislative Branch Congress o The Executive Branch President o The Judicial Branch Supreme Court Development of the Constitution Amendments Court decisions Federal powers (explicit powers, implied powers, concurrent powers, reserved powers) Relations with other states Political parties Bill of Rights Legislative process Bureaus, Agencies and Organizations IV. Legal terminology (See separate sheet) V. The role of the courts Two court systems Federal courts

3 3 o System o 3 hierarchies (trial court, court of appeal, Supreme Court) o Jurisdiction Federal question Dual citizenship International jurisdiction o Characteristics State courts o Systems o Hierarchies o Jurisdiction General jurisdiction o Characteristics Role of the courts How the Supreme Court became supreme o Marbury vs. Madison How the Supreme Courts picks cases Composition and decisions over time How Supreme Court Justices get appointed VI. Civil litigation Federal rules of civil procedure State civil procedure when to file in state court and when in federal court 4 Stations of a civil procedure o Pleading o Pre-Trial o Trial o Post-Trial particularities o Jury o Pretrial discovery o Tribble damages

4 4 o Reliance on live testimony o Settlements o Class actions o Lawyer s fee (no loser pays rule) Role of the judge Role of the lawyers Living constitution? Forum shopping Impact of politics VII. Contract law Who regulates contracts? Common law Uniform Commercial Code Three elements to form a binding contract (- agreement) Offer Acceptance Consideration Formalized and simple contracts Sealed contracts Promissory estoppel Conditions Breach Non-performance Substantial performance Remedies Action at law for damages Restitution Specific performance Discharge/defenses Third parties Sales contracts

5 5 Art. 2 UCC polices and scope Formation of contract Performance Drafting US contracts VIII. Torts law What is torts State law/federal law (restatement of torts (2 nd ) General torts/specific torts 3 elements of torts Legal duty to act Breach of that duty Damage as a result of that breach (causation) 3 general types of torts Intentional torts Negligent torts Strict liability Intentional torts Prima facie case Torts to persons Torts to property Defenxes Negligent torts Prima facie case Definition Duty of care Nuisance Defamation Invasion of privacy Misrepresentation Strict liability Defenses

6 6 Statute of limitations Immunities Relevance of torts law in legal practice Torts industry (lawyers, punitive damages) Reform of torts law IX. Company law State law/federal law (interstate commerce clause) Why Delware? (specialities) Model laws Relevant federal laws o Securities Act 1933 o Securities Exchange Act 1934 o Sarbanes Oxley Act 2002 Different forms of doing business o Sole Proprietorship o General Partnership (GP) o Limited Partnership (LP) o Corporation (Company) o Closed Corporation o Public Corporation o Limited Liability Company (LLC) o Limited Liability Partnership (LLP) Formation Transactions Defective incorporation Piercing corporation veil Financing Dividends and distribution Public offerings Closely held corporations Duties of directors and officiers Powers of management and sharholders

7 7 Capital market regulation o SEC Insider trading International level playing field X. Antitrust law Why first in USA? State/Federal legislation US Antitrust regulation as an export product Foreign Trade Antitrust Improvement Act 1982 Goals of US antitrust laws Sherman Act 1890 o Sec. 1 Agreements o Sec. 2 Monopolization o Rule of reason Clayton Act 1914 o Merger Control (merger guidelines) o Private law suits Federal Trade Commission Act 1914 o Second enforcement authority o Unfair competition Actors o DOJ o FTC o Private enforcement o courts difficult issues waves of enforcement Extraterritorial application Damages/Fines International harmonization?

8 8 XI. USA and international trade US trade policy o Powers o Regulations WTO Three pillars (GATT, GATS, TRIPS) Principles (MFN, National Treatment) Member states Dispute settlement system Involvement of the USA (cases) Trade policy review XII. Legal education/law Schools/Lawyers Law Schools (ranking) Curriculum Life in a Law School Legal carrier Bar exam Attorney at law US law firms Lawyer s fees Rules of conduct LL.M. in the USA