International Business Transactions Fundamentals, 2nd Edition

International Business Transactions Fundamentals identifies the many sources of risk in cross-border transactions, analyzes in great depth the legal instruments that provide protection to the parties, and describes the practical means of reducing, reallocating, and eliminating risks. Designed primarily as a casebook and text for law school study, this volume represents nearly four decades of work by the author to present the fundamentals of the law of international business transactions. The coverage of this second edition remains consistent with the first edition, with one notable exception where the chapter on taxation of international transactions has been omitted. Like the first edition, this second edition focuses on the role of lawyers in identifying risks inherent in cross-border economic transactions, and then using primarily the law and negotiations to eliminate where possible, reduce where practicable, and reallocate where necessary those risks to the benefit of the client.

What’s in this book:

The second edition refines and updates the materials in the first edition in a manner intended to be useful not only to students but also as a deskbook for practitioners. Matters covered include:

• the basic export-import sales contract;
• the use of price-delivery terms to allocate both price and risk;
• the application and use of the United Nations Sales Convention (CISG);
• events which may excuse the nonperformance of a contract obligation;
• when and how to opt in or out of the CISG;
• financing the export sale with a commercial letter of credit;
• a basic understanding of the WTO trade regulation system;
• the regulation of importation, including tariff classification and valuation;
• the regulation of exportation, including licensing and extraterritorial application of export laws;
• U.S. and EU Rules affecting the professional liability of international transactions lawyers;
• planning for the resolution of disputes in international transactions;
• a comparative law understanding jurisdiction, applicable law, and judgments recognition;
• issues affecting choices between arbitration and litigation of disputes;
• drafting choice of forum clauses;
• drafting choice of law clauses;
• understanding rules regarding judgments obligations stated in foreign currencies;
• recent multilateral efforts to harmonize the law on jurisdiction and judgments recognition;
• dealing with and avoiding claims of sovereign immunity and act of state;
• operating abroad through employees, agents, and distributors;
• anti-bribery laws and the need for compliance programs and contract restrictions;
• expropriation, political risk, and how to use insurance and contract terms to deal with them;
• investor-state contracts;
• antitrust laws and their extraterritorial application.

Each chapter covers a distinct area of risk, providing insightful commentary on the relevant national, regional, and international laws, and detailed analyses of leading and defining cases from many jurisdictions and international courts. This edition is designed to help readers move from the simple cross-border sales transaction through steps which increase both activity abroad and the laws and regulations that might bring with them additional risks to be identified and allocated. A separate documents volume provides virtually all current primary source material on the law of international business transactions.

How this will help you:

There are many guides to the conduct of international business transactions, but none organized as clearly as this. With this up-to-date edition of a well-established practical guide, in-house lawyers for multinational corporations and practitioners in business law will quickly develop a framework for understanding each source of protection and enhance their ability to serve their company and clients well. With a consistent focus on how to draft the common elements of the contract in each level of international business involvement, this book will prove to be a valuable office reference guide.