国际商法英语教案 Lecture Notes for International business

国际商法英文版课程设计一、IntroductionInternational business transactions have become a common phenomenon in today’s globalized world. When an international business transaction is conducted, it is necessary to comply with the laws of the countries involved. In this sense, the international business law is crucial to facilitate the smooth flow of international business transactions.This course ms to provide an overview of international business law, including the principles, rules and regulations that governinternational business transactions. It will also introduce thedifferent legal systems involved in international business transactions.二、Course ObjectivesThe objectives of this course are as follows:1.To provide a basic understanding of international businesslaw, including the legal principles, frameworks and regulationsthat govern international business transactions.2.To review and analyze the various legal systems involved ininternational business transactions and their effects oninternational business.3.To examine the legal challenges that arise in internationalbusiness transactions and their implications.4.To equip students with the knowledge and skills necessary tosuccessfully navigate international business law.三、Course Content1. Overview of International Business Law•Definition of international business law.•The purpose and importance of international business law.•The principles, frameworks and regulations that govern international business transactions.•The role of the World Trade Organization (WTO) in international business.2. Legal Systems in International Business•Different legal systems in international business, including Common law, Civil law, Islamic law, and Chinese law.•Comparison of legal systems in terms of contract law, property law, and dispute resolution.•The impact of legal systems on international business transactions.3. International Sale of Goods•Overview of the United Nations Convention on Contracts for the International Sale of Goods (CISG).•The application and interpretation of CISG.•The rights and obligations of buyers and sellers under CISG.•The legal remedies avlable under CISG.4. Trade Facilitation and International Payment•Different types of international payments, including letters of credit, documentary collections, and open account.•The role of banks in international payment processing.•The legal issues involved in international payment.5. Intellectual Property in International Business•Overview of international intellectual property law.•The protection and enforcement of intellectual property rights in international business.•The challenges and disputes related to intellectual property in international business.6. Dispute Resolution in International Business•Different methods of dispute resolution in international business, including litigation, arbitration, and mediation.•The advantages and disadvantages of each method.•The process and rules of arbitration and mediation.•Case studies of dispute resolution.四、Teaching MethodsThis course will be delivered in a variety of ways, including: •Lectures: The lecture will provide an overview of the topics covered in each unit, explning key concepts, principles, andregulations.•Case studies: The instructor will provide case studies related to each topic to facilitate student understanding andcritical thinking.•Group discussions: Students will be divided into groups to discuss and analyze case studies related to the topics covered in each unit.•Group projects: Group projects will be assigned to students to apply the knowledge and skills they have learned to practicalsituations.五、AssessmentAssessment of this course will be based on the following:•Attendance and participation: Students are expected to attend all classes and participate in group discussions andprojects.•Quizzes: Quizzes will be given to test student understanding of the topics covered in each unit.•Group projects: Group projects will be evaluated based on the quality of the analysis and presentation.•Midterm and final exams: The midterm and final exams will test student understanding of the entire course content.六、ConclusionBy the end of this course, students will have a basic understanding of the legal principles, frameworks, and regulations that govern international business transactions. They will also be able to analyze and evaluate legal systems and dispute resolution methods in international business. Finally, they will be able to apply the knowledge and skills they have learned to practical situations in international business.。

商法教案（英文版）暨南大学全日制本科课程教案2006 ~ 2007 学年第2 学期课程名称英美商法课程性质专业选修课教材名称American & British Commercial Law 适用专业（方向）法学学生类别内招生、外招生开课单位法学院授课教师朱义坤职称教授暨南大学教务处制二00七年三月《暨南大学全日制本科课程教案》填写说明一、用宋体、5号字填写，每项页面大小可按照规定格式自行添减。

二、一次课为一份教案（不包括封面）。

三、“课程性质”填必修课、专业选修课或公共选修课；“学生类别”填内招生，外招生或内、外招生；公共选修课的“适用专业（方向）”填写“全校各专业”。

四、“开课单位”填学院、学系和教研室（无教研室只填学院和学系）。

五、授课类型指理论课、讨论课、实验、社会实践、实习或见习课、其他等。

六、“教学内容”应具体，而不应只填写教材章节名称或讲授主题的题目。

英美商法课程教案授课题目（教学章节或主题）：UK and US Legal System授课类型理论课2007年3月9日授课时间第1 周星期五第3-4节教学内容（包括基本内容、重点、难点三部分）：Key issues: types and sources of law, court systemDifficult issue: common law1 Types of law1.1 Substantive and procedural law(1) Substantive law: rights and duties of each person in society(2) Procedural law:protection and enforcement of them1.2 Public and private law(1) Public law: conduct of government and relations between government and individuals(2) Private law: relations between private individuals or groups1.3 Civil law and common law(1) continental Europe; English-speaking world(2) roots in Roman law,codification,passive judge; precedent, judge makes law2 Sources of law2.1 common law: law made by judges,judicial precedent, stare decisis(1) local customs, before Norman Conquest; William I, uniform law(2) precedent; equity law,courts of chancellor, courts of equity; merger of the two in 1865(3) common law; statutory law(4) common law system; civil law system2.2 statutes law:(1) by parliament, state or provincial legislature, or municipality(2) Superiority: overrides common law dealing with same point(3) common law and statute are now closely related(4) administrative law: system of government regulations and sanctions2.3 EU law2.3.1Primary legislation: Treaty of Rome(1957), Treaty of Amsterdam(1999), treaty on EU2.3.2 Secondary legislation:(1) regulations: directly applicable(2) directives: not immediately binding, but require domestic legislation in reasonable time(3) decisions: immediately binding upon those who are addressed3 Court system3.1 UK Court System(1) single government; not federal structure(2) courts of first instance: original jurisdictioncounty court: contract and tort case less than ￡25000high court: over than ￡50000;shared jurisdiction: between ￡25000and 50000(3) appeal to House of lords and leapfrog: permission needed3.2 US Court System(1) Full system of federal courts(2) Three-tier structure: district court(first instance), court of appeals, supreme court(3) State level: three-tier structure in general, trial court, intermediate appellate court, and final appellate court(4) Federal judges are centrally appointed; many state judges are elected by popular votes3.3 Canadian Court System◇ 4 levels of court:○ Provincial cou rts, handling the great majority of cases○ Provincial and territorial superior courts dealing with more serious crimes and also taking appeals from provincial court judgments. Federal Court Trial Division is on the same level responsible for different issues.○ Provincial courts of appeal and the Federal Court of Appeal ○ Highest level is occupied by the Supreme Court of Canada ◇ Canadian supreme court: appeals from provincial and federal system◇ All judges are centrally appointed and paid4 Legal profession4.1 UK and US: solicitors and barristers(1) solicitors: office lawyerslegal aspects of business and familycontracts,deeds,wills,incorporation etc.preparation for trial: pleadings, interview,notesappearance in some lower courts(2) barristers: litigation lawyerstake briefs; opinions on potential litigation4.2 Canada(1) lawyers are both solicitors and barristers(2) bar on provincial basis:a must for barrister to practice lawmembership in one province cannot practice in another automaticallymembership in one province may appear before SupremeCourt教学手段与方法：课题精讲＋案例讨论思考题、讨论题或作业：1、Discuss differences between common law and statutary law2、Explain different meaning of common law3、Discuss the differences between English and American court system参考资料（包括辅助教材、参考书、文献等）：推荐教材：Business & Law, Financial Times Pitman Publishing, 2006.主要参考书：1.朱羿锟：《中国商法》（英文版），法律出版社2003年版；2.Evan Maclntyre：Business and Law，Financial Times Pitman Publishing, 2002。

课程教案Title of lesson Theoretical lesson Chapter One: Introduction to international business law 【key terms】Civil law systemCommon law systemPrecedentInternational business lawCISGTrade custom and usageTeaching contents: definition of international business law, content of international business law, source of international business law, common law, civil law.Basic contents:n 1.1 Definition of international business law1.1.1 Defining international business lawInternational business law refers to the rules and norms that regulates various activities related with international business transactions, or in other words, all finds of international commercial relationship, especially the person-to-person relationship between two parties transacting business acrossborders. Generally, we can define “international business law”as the body of legal rules and norms that regulates international commercial trade and international business organization.1.1.2 The meaning of internationalThe “internationality”of international business law means that its regulating objects are commercial relationship with foreign elements, that is to say that at least one element among the subject ,the object and the content of an international business relationship is across national borders.1.2 Sources of international business lawSources of law are the materials and processes out of which law is developed. The basic sources of international business law include international conventions and treaties, international customs and usages, and national business law.1.2.1 International conventions and treaties1. The meaning of treatiesTreaties are binding agreements under international law entered into by actors in international law, namely states and organizations. A treaty may also be known as agreement, convention, protocol, memorandum of understanding, etc.2. The binding effectiveness of treatiesFrom the 19th century on, it has been recognized that asovereign can limit its authority by consenting to an agreement according to the principle “agreement must be kept”. Therefore, treaties are binding on the signatory states.With reference to international agreements, “every treaty in force is binding on the parties to it and must be performed by them in good faith. “Agreement must be kept”is based on good faith. The good faith basis of treaties implies that a party to the treaty cannot invoke the provisions of its domestic law as justification for a failure to perform .Meanwhile, because international business law is of a private nature, the principle of party autonomy also applies to international business transactions. Under some circumstance, only when the parties of a international business transaction have willingly chosen a treaty, the treaty is binding on the legal relationship between. Otherwise, it is not.3. Treaties in international business lawTreaties and conventions related to international business transactions and trade are sources of international business law, and the following are the important ones:(1)The United Nations Convention on Contracts ofInternational Sales of Goods in 1980 CISG(2)The convention on Agency in the International Sales ofGoods in 1980.(3)The International Convention for the Unification ofCertain Rules of law Related to Bill of Lading in 1924,Hague Rules.(4)The Convention on the Unification of the Law Relatingto Bill of Exchange and Promissory Notes in 1930 (5)The Convention on the Law Applicable to ProductLiability in 1977, the Hague Rules(6)The Paris Convention on the Protection of IndustrialProperty in 1883 and revised in 1979(7)The Convention on the Recognition and Enforcement ofForeign Arbitral Award in 1985, New York Convention 1.2.2 International trade custom and usage1. The meaning of international customCustom and usage refers to the “general rules and practices that have become generally adopted through unvarying habit and common use.”And international trade custom and usage means the general rules and practices in international trade activities that have become generally adopted through unvarying habit and custom use.According to article 38 (1) (b) of the Statute of International Court of Justice, international custom is, “as evidence of ageneral practice accepted as law”. International trade customs and practices are international custom in international business law.2. The binding effectiveness of international customAs rules and practices developed gradually from international business practices in the long run, international trade customs are, by nature, not law. They are neither international treaties or convention nor national legislations. An international trade custom dose not have any legal binding effect until the parties of an international business transaction choose it to apply to their contract, and the court and arbitration institution may decide or enforce accordingly.3. Custom and practice in international business lawTill now, the most important trade customs and practices are those made by the International Chamber of Commerce, the following are the most widely recognized and accepted ones in international business transactions.(1)The Rule for the Interpretation of Trade Terms in 2010,Incoterm2010u(2)The Uniform Custom and Practice for DocumentaryCredit, 2007 revision, ICC Publication 6001.2.3National business lawThe national sources of international business law are business law found within the legal systems of different counties.1.3Major legal systems of the world1.3.1Common law systemThe common law system is also called English law system. Common law systems are based largely on case law, or on court decision. The common law system began in England many hundred of years ago. The United States, Canada, Australia, and other English-speaking countries have a common-law system.Common-law system refers to law and corresponding legal system developed through decisions of courts and similar tribunals, rather than through legislative statutes or executive action. The principle of common-law system is that precedent must be abided by. Judges base their decisions on legal precedent, that is, on earlier court rulings in similar cases.1.3.2Civil-law systemCivil law or continental law is the predominant system of law in the world, civil law developed in continent countries such as France and Germany. Civil law systems are based mainly on statutes and legislative acts. The majority of civil law counties have legal codes. Now most countries in the world practice civillaw. Judges decide cases on statutes, not on precedent. Legislative acts play an important role in the legal system of civil law system.1.3.3Comparison between the two legal systemIn civil law, the main principals and rules are contained in codes and statutes. Hence, codes and statutes are prevail.In common law, law has been dominantly created by judicial decisions, while a conceptual structure is often lacking.In civil law, judges draw conclusion from abstract rules.In common law, judges draw abstract rules from specific cases.Review and Exercise1. What is the definition of international business law ?2. How to understand the source of international businesslaw？3. What are the features of common-law system and civil lawsystem?4. How to draw a parallel between the major two legalsystem？5. How to understand the legal effectiveness of internationaltrade practice?。

国际商法英文版课程设计IntroductionInternational Commercial Law is a branch of law that governs commercial transactions between countries, including the buying and selling of goods and services, intellectual property, and cross-border investments. This course is designed to provide an overview of the key components of International Commercial Law, including contracts, sales, agency, and international dispute resolution.Course ObjectivesThe objectives of this course are as follows:1.To introduce students to the key principles of InternationalCommercial Law.2.To equip students with the necessary knowledge and skills tonavigate international commercial transactions.3.To provide students with an understanding of the legalframework for resolving disputes in international commercialtransactions.4.To enhance students’ ability to communicate and negotiateeffectively in an international business context.Course OutlineModule 1: Introduction to International Commercial LawThis module introduces students to the basics of International Commercial Law, including key principles and concepts. Topics covered in this module include:•Sources of International Commercial Law•Differences between domestic and international commercial law•International treaties and conventions•Jurisdiction and choice of law in international commercial transactionsModule 2: International SalesThis module covers the legal aspects of international sales transactions, including the formation of contracts, transfer of ownership, and delivery of goods. Topics covered in this module include: •Formation of international sales contracts•Incoterms and their role in international trade•Risk allocation in international sales contracts•International carriage of goodsModule 3: International Agency and DistributionThis module covers the legal aspects of international agency and distribution agreements. Topics covered in this module include:•Overview of agency and distribution agreements•Applicable laws and regulations•Termination and breach of agency and distribution agreements•Cross-border agency and distribution issuesModule 4: International Dispute ResolutionThis module covers the legal framework for resolving disputes in international commercial transactions. Topics covered in this module include:•Overview of international dispute resolution methods•Litigation and arbitration as means of dispute resolution•International commercial arbitration rules•Recognition and enforcement of foreign arbitral awards AssessmentAssessment in this course is based on the following components: •Mid-term exam: 30%•Final exam: 40%•Class participation and discussion: 10%•Written assignment: 20%The written assignment will require students to analyze a hypothetical international commercial transaction, identifying the relevant legal issues and proposing strategies for resolving any potential disputes.ConclusionThis course provides students with a solid foundation in the key principles of International Commercial Law. Upon completion of this course, students will have a deeper understanding of the legal framework for international commercial transactions, and will be better equipped to navigate such transactions in an increasingly globalized business environment.。

International Business Law国际商法课程教案YUAN TIANForeign Language Teaching and Research DepartmentHeilongjiang UniversityChapter OneIntroduction to International Business LawI. Teaching ObjectivesOn completion of this Chapter, students should be able to:1.Get to know the objectives and feature of this course;2.Get to know the basic relationship among such elements as:➢International;➢Business;➢Law3.Grasp the basic requirements of legal English learning.4.Get to know the features of international law;5.Get to know the sources of international law.II. The Points to Be Highlighted1. The relationship among the key elements as “international”, “business” and “law”2. The understanding of the nature of lawIII. T eaching Approaches and FacilitiesApproaches: 1. Pair/Group work 2. Discussion 3 Task-based approach4. Communicative approach5. Questions and answers……Facilities: PPT demonstration in the media classroom; on-line researchIV. Background Information1. Economic globalization, in recent years, has been one of the hottest focuses in the world. Although it is extremely difficult to define economic globalization, many economists and business experts believe that no business can be purely domestic, and the realities of the modern world make all business international.2. The causes of these developments are numerous:(1) Incredible advances in efficiency of communication;(2) Extraordinary reductions in transport costs;(3) Growing prevalence of instant tele-and-cyber-transactions;(4) Treaty and other norms causing reduction of governmental barriers to trade;(5) The blessing of relative peace in the world.V. Teaching Procedures and Contents1. Introduce the outline of this Chapter:This Chapter will discuss:❖WHAT IS INTERNATIONAL LAW?❖SOURCES OF INTERNATIONAL LAW✧International conventions;✧International custom;✧General principles of law;✧Judicial decisions;✧Teachings of publicists.❖THE SCOPE OF INTERNATIONAL LAW❖COMPARISON OF MUNICIPAL LEGAL SYSTEMS✧Romano-Germanic Civil Law;✧Anglo-American Common Law;✧Islamic Law2. WHAT IS INTERNATIONAL LA W?❖Defined: The body of rules and norms that regulates activities carried on outside the legal boundaries of nationsIt regulates three international relationships:1) Those between states and states.2) Those between states and persons.3) Those between persons and persons.❖The differences between public international law and private international law❖Is International Law Really Law?1) Because nations and individuals regard international law as law, it is law.2) Comity: The practice, or courtesy, between nations of treating each other with goodwill and civility.3) Comity is not law because countries do not regard it as something they are required to respect.3. SOURCES OF INTERNATIONAL LAW❖Defined: Those things which international tribunals rely upon in determining the content of international law;❖Treaties and Conventions:1) Definitions:✧Treaties are agreements between one or more nations.✧Conventions are agreements sponsored by international organizations.2) Reasons for binding effect:✧Shared sense of commitment✧Because one country fears that if it does not respect its promises, other countries will not respect theirpromises3) Rules governing treaties:✧Traditionally customary;✧Now codified in the Vienna Convention on the Law of Treaties (in force since 1980).❖Custom1) Defined: Rules that have been around for a long time or which are generally accepted.Caveat: Customary rules are constantly changing.2) Establishing the existence of a customary law: Must show two elements —one behavioral and one psychological:✧Usus(Latin for: usage): Is the consistent and recurring action (or lack of action if the custom is one ofnoninvolvement) by states.✧Opinio juris et necessitatis (Latin for: Of the opinion that the rule is proper and required): The custom mustbe regarded by states observing it as one that they must obligatorily follow.3) Exceptions to the application of custom:✧Persistent objector: A state that persistently objects to a practice during its formative stages will neverbecome a party to it.✧A state allowed by the international community to deviate from a customary practice.❖General PrinciplesGeneral principles of law are common to both (or all) the state parties to a dispute.4. COMPARISONS OF MUNICIPAL LEGAL SYSTEMS❖Legal “families”1) Romano-Germanic Civil Law.2) Anglo-American Common Law.3) Islamic Law.❖The Romano-Germanic Civil Law SystemThe Oldest and most influential of the legal familiesA. French Civil Code1) French Civil Code (Code Napoleon) of 1804✧The right to possess private property;✧The freedom to contract;✧The autonomy of the patriarchal family.2) Differences from the German Code:✧Written in a short period of time.✧Its style and form are one that is straightforward, easy to read, and understandable to everyone.3) Differences from the English common law: It contains flexible general rules rather than detailed provisions.B. German Civil Code of 1896.1)Characteristics of the German Code:✧Incredibly precise and technical.✧Special terminology is used.2) Differences from the French Code: It is meant exclusively for the use of trained experts (not lay readers).C. Countries with Civil Law systems distinguish between the civil law and public Law.1) Public law evolved separately from the movement for codification of civil or private law.✧Public law is constitutional and administrative law.✧Public law is treated in a variety of ways in the civil law countries.❖The Anglo-American Common Law System1) Historical origins:In 1066, the Normans conquered England and William the Conqueror began to centralize the governmental administration of his new kingdom.The name “common law” is derived from the theory that the king’s courts represented the common custom of the realm, as opposed to the local customary law practiced in the county and manorial courts.2) The “common law” must be distinguished from the law which evolved out of:✧Equity: A principle of justice de veloped by the king’s chaplain, or chancellor, to provide parties with aremedy when none was available in the king’s courts.✧Admiralty (the laws governing sailors) and other specialized jurisdictions.❖The Islamic Law System——Known as Shari’a.1) Sources in the order of their importance:✧The Koran.✧The Sunnah or decisions and sayings of the Prophet Muhammad.✧The writings of Islamic scholars who derived rules by analogy from the principles established in theKoran and the Sunnah.✧The consensus of the legal community.2) Note that the Shari’a is primarily a moral code.✧It is principally concerned with ethics.✧In this respect, it contains many principles in common with the civil law and the common law.✧It is much less concerned with promoting commerce and international relations than the secular legalsystems.VI. Assignments1. Translation Exercises:Article 38(1) of the Statute of the International Court of Justice lists the sources that the Court is permitted to use.The Court, whose function is to decide in accordance with international law such disputes as are submitted to it, shall apply:(a) International conventions, whether general or particular, establishing rules expressly recognized by the contesting states;(b) International custom, as evidence of a general practice accepted as law;(c) The general principles of law recognized by civilized nations;(d) Subject to the provisions of Article 59, judicial decisions and the teachings of the most highly qualifiedpublicists of the various nations, as subsidiary means for the determination of rules of law.2. Case study—The Lotus in 1927A collision occurred on the high seas between a French steamer and a Turkish collier in which some Turkish crew members and passengers lost their lives. When the French ship docked in a Turkish port, the Turkish government began criminal proceedings against the French officers on watch at the time of the collision. The French appealed to the permanent Courts of International Justice arguing that Turkey had violated international law, because, France said, only the flag state has jurisdiction over criminal incidents on the high seas.The PCIJ said that the few cases France cited for this proposition “merely show that states had often, in practice, abstained from instituting criminal proceedings, and not that they recognized themselves as being obliged to do so; for only if such abstentions were based on their being conscious of a duty to abstain would it be possible to speak of an international custom.”Conclusion: Turkey was allowed to continue with its criminal prosecution.VII. Reference MaterialInternational business law (Text, Cases, and Readings) Ray AugustInternational Business Law and Its Environment by Richard Schaffer, Beverley EarleInternational Business Law: A Transactional Approach by Larry DiMatteo and Lucien J. DhoogeChapter TwoThe Multinational EnterpriseI. Teaching ObjectivesOn completion of this Chapter, students should be able to:1.know the basic forms of International business;2.better understand the structures of multinational enterprises.3.grasp the basic attributes of a multinational organization;4.learn to differentiate national multinational corporation from international multinational corporation;5.get familiar with basic international regulations and home state regulations of multinational enterprises6.get familiar with basic international regulations;7.grasp the host state regulations of multinational enterprises.II. The Points to Be Highlighted1. The difference between the national Multinational Corporation and the international Multinational Corporation.2. The basic attributes of a multinational organization.III. T eaching Approaches and FacilitiesApproaches: 1. Pair/Group work 2. Discussion 3 Task-based approach4. Communicative approach5. Questions and answers……Facilities: PPT demonstration in the media classroom; on-line researchIV. Background InformationPre-lecture illustrationGet familiar with the outline of this Chapter:❖THE BUSINESS FORM❖THE MULTINATIONAL ORGANIZATION❖INTERNATIONAL REGULATION OF MULTINATIONAL ENTERPRISES❖HOME STA TE REGULATION OF MULTINATIONAL ENTERPRISES❖HOST STATE REGULATION OF MULTINATIONAL ENTERPRISESV. Teaching Procedures and ContentsSection 1 THE BUSINESS FORM1. Multinational Nature●Depending on place of creation:Home or parent organizations—located within a single state;Multiple parents located in multiple states.● A matter of municipal law2. Business Forms in Civil Law States1) Company: An association of persons or of capital organized for the purpose of carrying on a commercial, industrial, or similar enterprise.2) Partnership: A company of two or more persons who co-own and manage a business and who are each liable to the full extent of their personal assets for its debts.✧Limited partnership: A company of two or more persons, at least one of whom has unlimited personalliability for the debts of the business and at least one other who is an investor having limited liability.✧Silent partnership: A secret relationship between two or more persons, one of whom carries on abusiness in his name alone without revealing the participation of the other who has limited personal liability.✧Partnership limited by shares: A company of one or more general partners who have unlimited personalliability for the debts of the company and limited participation by investors in the form of shares. The company is taxed as a corporation.3) Corporation: A company of capital whose owners have limited personal liability.✧Stock corporation: A corporation that can raise money in the public marketplace through the sale offreely transferable shares. Its financial statements have to be disclosed to the public.✧Limited liability company: A corporation owned by members that does not issue negotiable sharecertificates and is subject to minimal public disclosure laws.3. Business Forms in Common Law States1) Company: An association of persons organized for the purpose of carrying on a commercial, industrial, or similar enterprise.2) Partnership: An association of two or more persons who co-own and manage a business for profit and who are each liable to the full extent of their personal assets for its debts.✧Limited partnership: A partnership consisting of one or more general partners who manage the businessand who are each liable to the full extent of their personal assets for its debts and one or more limited partners whose liability is limited to the funds they invest.✧Secret partnership: A partnership in which the participation of one or more persons as partners is notdisclosed to the public by any of the partners. All of the partners have unlimited personal liability.3) Joint stock company: An unincorporated association of persons whose ownership interests are represented by transferable shares. The shareholders have unlimited personal liability.4) Business trust: A business arrangement in which the owners of a property, known as beneficiaries, transfer legal title to that property to a trustee who then manages it for them.✧The beneficiaries hold transferable trust certificates entitling them to the income generated by theproperty and a residual equitable share at the time the trust is terminated.✧The trustee has unlimited personal liability while the beneficiaries have limited personal liability.5) Corporation: A separate juridical entity owned by shareholders who may have limited, unlimited, or no liability.✧Public corporation: A corporation that can raise money in the public marketplace through the sale offreely transferable shares. Its financial statements have to be disclosed to the public.✧Private corporation: A corporation that may not ask the public to subscribe to its shares, bonds, or othersecurities and which is subject to less stringent public disclosure laws than a public corporation.✧Limited liability company: An unincorporated business association.4. The Importance of the Separate Legal Identity of Companies1) Juridical entities (such as companies) have legal identities separate from that of their owners.2) Significance:✧ The liability of the owners is limited to their investment in the company.✧ The owners are neither managers nor agents nor representatives of the company.✧ The rights and benefits accruing to the company belong to the company and not its owners. ✧ The property rights of a company can only be claimed by that company.Section 2 THE MULTINATIONAL ORGANIZATION1. Parent Company1) The Non-multinational.✧ Defined: A domestic firm functioning in the international marketplace through a foreign agent.✧ Note: Neither the principal nor the agent are truly multinational enterprises because neither operatesoutside of its home state.2) The National Multinational✧ Defined: A firm in one country — the “parent” — that operates in other countries through branches andsubsidiaries.3) The International Multinational✧ Two or more parent companies located in different states operate through jointly owned subsidiaries inseveral states.✧ Public Trans-nationals.✧ Defined: A government-controlled multinational enterprise created by treaty between two or morestates.2. The Subordinate Structure1) Subordinates subject to direct control of the parent:2) Representative office: A foreign contact point where interested parties can obtain information about a particular firm.✧ It does not do any business on its own.3) Agent: An individual who is employed as an independent representative of a firm.✧ Agents are subject to the supervision of the parent firm (or principal). ✧ Their authority is limited to what the parent delegates to them.4) Branch: A larger unit of the parent company which involves not only the placement of individuals in a particular locale, but also the establishment of a facility, such as an assembly plant, mining operation, or service office.✧ The authority of branch personnel is limited to what the parent has delegated. 5)Disadvantages of these subordinates:✧The parent has to assume all of the risk of investing abroad.✧ A foreign firm (or its agent or its branch) is often taxed at higher rates than local firms.✧Many developing states require local participation in order for a foreign firm to either invest or expandits local investment.3. Firms not subject to the direct control of the parent1) Subsidiary: An independently organized and incorporated company.✧The subsidiary’s company status insulates the par ent from unlimited liability.✧Locally organized companies are commonly entitled to certain tax benefits that foreign branches are not.2) Joint venture: An association of persons or companies who are involved in “a collaboration for more than a transitory period.”✧Business form: May be any type of business form (e.g., an association, a partnership, a limitedpartnership, a secret partnership, or a limited liability company).✧The investors share the risk.✧Entry into foreign markets is usually easier for a multinational that is affiliated with a local jointventurer.3) Holding company: A subsidiary company that in turn owns other subsidiaries.✧Reason for setting up holding companies:⏹To establish a consolidated management team for a group of subsidiaries or subsidiaries owned bydifferent parents.⏹For tax advantages.✧Business form: Most commonly a holding company is organized as a limited liability company whoseshares are held by its parent or parents.Section 3 INTERNATIONAL REGULATION OF MULTINATIONAL ENTERPRISES1. Several International Organization have Promulgated Rules of Ethical Behavior for Multinational Enterprises, including:✧Organization for Economic Cooperation and Development (OECD).✧International Labor Organization (ILO).✧International Chamber of Commerce (ICC).2. These are only Suggested RulesBinding international codes do not exist as yet.Section 4 HOME STATE REGULATION OF MULTINATIONAL ENTERPRISES1. Introduction✧The most important forms of home state regulation are:1) Regulation of competition.2) Regulation of injuries caused by defective products.3) Prohibition of sharp business practices.4) Regulation of securities.5) Regulation of labor and employment.6) The establishment of accounting standards.7) Taxation.✧Some of these rules are applied extraterritorially by home state, most notably:1) Regulation of competition.2) Regulation of injuries caused by defective products.3) Prohibition of sharp business practices.2. Unfair Competition Laws1) United States Unfair Competition Laws.✧Sherman Antitrust Act of 1890 is the principal US law regulating anti-competitive behavior.✧Clayton Act of 1914 Defines certain specific acts that constitute unfair business competition, including:◆Exclusive dealing agreements and tying clauses.◆Mergers that result in a monopoly.◆Interlocking directorates.✧Robinson-Patman Act of 1936 makes price discrimination illegal.2) Extraterritorial Application of US Antitrust Laws.✧Statutorily authorized: The Sherman Act declares that it applies to conduct affecting “trade or commerceamong the several states, or with foreign nations.”✧Judicially imposed limits on the extraterritorial application of the US antitrust laws.✧Personal Jurisdiction Requirements:✧Applicable state “long arm statutes.”: Due process forbids a court from assuming personal jurisdictionunless a defendant has “minimum contacts” with the forum state.3) Subject matter jurisdiction requirement.✧The courts have created two tests for determining when they have subject matter jurisdiction in anAmerican antitrust case.⏹Effects test: Companies carrying on business outside of the US will come within the subject matterjurisdiction of a US court if their business activity is:◆Intended to affect US commerce.◆Not de minimis.⏹Balancing Test (or “choice of law” test): Defined: A court should balance the interests of the statesconcerned in determining if subject matter jurisdiction exists.◆This is now the prevalent test in the US.3. Regulation of Anticompetitive Behavior in the European Union1) The European Community Treaty contains two provisions regulating business competition.✧Article 85 prohibits normal arm’s length competitor s from entering into agreements or carrying onconcerted practices which either prevent, restrain, or distort trade.✧Article 86 forbids businesses with a dominant position in their marketplace from taking improperadvantage of their position to the detriment of consumers.2) Compliance: EU Commission is solely responsible for enforcing Articles 85 and 86.3) Extraterritorial application of the EU’s business competition rules.✧EU Commission and the EU Court of Justice have adopted (in essence) the US “effects test.”✧EU effects test: The EU business competition rules apply to foreign firms to the extent that the firm’sactivities have an effect on trade or commerce within the EU.4. Opposition to the Extraterritorial Application of Unfair Competition Laws1) Blocking Statutes: Typically have three features:✧They limit the extent to which a US plaintiff can obtain evidence or seek production of commercialdocuments outside of the US for use in investigations or proceedings in the US.✧They make it difficult for a successful plaintiff to enforce a US judgment outside the US.✧By virtue of a “clawback” provision, they allow defendants to bring suit in their home country torecover the punitive damages they paid in the US.✧Judicial Injunctions are sometimes granted by courts to prohibit one of their nationals from initiating anantitrust suit in the US against another of their nationals.5. Product Liability Laws1) Purpose of product liability laws: To discourage manufacturers from putting defective products into the marketplace.2) Product Liability Theories.✧Breach of contract.✧Negligence.✧Strict liability.Most states use only the first two; Common law countries use all three; EU now relies principally on the last.3) Extraterritorial Application of Product Liability Laws✧The country that has been most willing to apply its product liability laws extraterritorially: The US.✧Considerations of US courts in determining whether they can exercise jurisdiction in a product liabilitycase:⏹Personal jurisdiction.⏹Forum non conveniens.6. Sharp Practices1) Defined: Dishonest business dealings meant to obtain a benefit for a firm regardless of the means used.✧Examples: Misrepresentation and bribery.2) Governing law: Municipal (local) law.3) Extraterritorial application of sharp practices law.✧The country that has been most willing to apply its sharp practices laws extraterritorially: The US.✧US legislation: Foreign Corrupt Practices Act (FCPA) of 1977.✧Caveat: They may only be charged with a violation of the FCPA after the company has first beencharged and convicted of the same violation.✧Forbid bribes to:⏹Foreign government officials.⏹Foreign political party officials.⏹Candidates for foreign political office.Section 5 PIERCING THE COMPANY VEIL1. Defined:Ignoring the corporate structure of a company (i.e., “piercing the company veil”) and exposing the shareholders to personal liability.2. Four circumstances where this is done:1) The Controlled Company: The corporate status of a controlled company will be ignored if both:✧Its financing and management are so closely connected to its parent that it does not have anyindependent decision-making authority; and✧It is induced to enter into a transaction beneficial to the parent but detrimental to it and to third parties.2) The Alter Ego Company: The company veil will be pierced if the company is not treated by its shareholders as a separate juridical entity (i.e., it is treated as the alter ego of the shareholders).✧The commingling of corporate and personal assets.✧The use of company assets by shareholders for their own personal benefit.✧The failure to hold and record minutes of board of directors’ meetings.3) Undercapitaliza tion: A company’s veil will be set aside if, at the time it was formed, it was provided with insufficient capital to meet its prospective debts or potential liabilities.4) Personal Assumption of Liability: Shareholders who have personally guaranteed the obligations of a company can, of course, be made to answer for those obligations.VI. Assignments1. Critical thinking on Business FormsCurly owns part of the Nyuck-Nyuck wise Guys, a major league baseball team. Curly becomes disgusted with the whole business of baseball when the team makes a $50-million, five-year deal with a free agent, Mr. Potatohead. Without telling the other owners, Curly purports to transfer his interest in the team to Shemp. (Curly is one of several hundred owners.) On the issue of whether Curly’s interest is in fact transferable, does it matter whether the team is partnership or a corporation?●If it’s a corporation, Shemp probably is an owner.Freely transferable ownership for a corporation unless subject to a written restriction on transfer (close corporation)●If it’s a partnership, Shemp isn’t an owner.A partnership interest is only transferable with the remaining partners’ approval unless t he partnership contract provides otherwise; without it, the transferee cannot become a full partner (e.g., he cannot vote.)VII. Reference MaterialPrinciples of International Business Transactions (The Concise Hornbook Series) (Hornbook Series Student Edition) by Ralph H. Folsom, Michael W. Gordon, and John A. SpanogleFundamentals of International Business Transactions by Ronald BrandThe Law & Business of International Project Finance by Scott L. HoffmanChapter ThreeCISGI. Teaching ObjectivesOn completion of this Chapter, students should be able to:1.Get familiar with the application scope of CISG and relevant background knowledge;2.Get a general idea about the basic theory of contract under common law system.3.Grasp the basic principles applicable to the interpretation of CISG;4.Learn to distinguish offer from acceptance in the theory of contracts;5.Get familiar with the general standards of contract performance. Grasp the function of agency relationship incorporation law.II. The Points to Be Highlighted1.Applying the contract theory to practical issues solving;2.Specify the application scope of CISGIII. T eaching Approaches and FacilitiesApproaches: 1. Pair/Group work 2. Discussion 3 Task-based approach4. Communicative approach5. Questions and answers……Facilities: PPT demonstration in the media classroom; on-line researchIV. Background Information1. In an international transaction, at least one party is likely to have its rights decided under the law of a foreign country because two parties to the sales contract must be governed by the law of only one country. What is more important, there are many differences between national laws.2. As a result, the function and nature of sales law are viewed differently in different legal systems. Each system has its individual rules for deciding the validity of a contract for interpreting its terms, and for defining the remedies available to a party upon a breach.3. Thus, when a firm enters a contract governed by foreign law, it is undertaking an added risk. Obviously, the conflicts of laws of different countries are big impediments to both parties to a sales contract.V. Teaching Procedures and ContentsGet familiar with the outline of this Chapter:❖UNITED NATION’S CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG)❖CONTRACTUAL ISSUES EXCLUDED FROM THE COVERAGE OF THE CONVENTION❖INTERPRETING THE CONVENTION。

Teaching Design of International Commercial Law (EnglishVersion)I. IntroductionInternational commercial law is a vital subject in today’s globalized world, where businesses engage in cross-border trade and investment. The course’s primary objective is to provide students with a comprehensive understanding of the legal framework governing international commerce.This teaching design ms to provide a solid foundation for teaching international commercial law to students whose primary language is English.II. ObjectivesThe primary objectives of this course are as follows:1.To understand the legal framework governinginternational commerce2.To explore the sources of international commerciallaw3.To examine the fundamental principles ofinternational commercial law4.To analyze the implications of internationalcommercial law for businesses and international trade5.To evaluate recent developments and trends ininternational commercial lawIII. Course ContentThe course consists of the following modules:Module 1: IntroductionThis module provides an overview of the course’s objectives, content, and assessment criteria. It introduces the concept of international commercial law and discusses its importance in today’s global economy.Module 2: Sources of International Commercial LawThis module examines the various sources of international commercial law, including treaties, custom, and judicial decisions. It also discusses the role of institutions in the development of international commercial law.Module 3: Fundamental Principles of International Commercial LawThis module explores the fundamental principles of international commercial law, including the principle ofparty autonomy, the principle of good fth, and the principle of reasonableness.Module 4: Contracts for International Sale of GoodsThis module analyzes the legal framework governing contracts for the international sale of goods, including the United Nations Convention on Contracts for the International Sale of Goods (CISG). The module also discusses the essential elements of a contract, including offer, acceptance, and consideration.Module 5: Dispute Resolution in International Commercial LawThis module examines the different methods of dispute resolution in international commercial law, including litigation, arbitration, and mediation. It also discusses the advantages and disadvantages of each method.Module 6: Recent Developments and Trends in International Commercial LawThis module evaluates recent developments and trends in international commercial law, including the impact of globalization, digitalization, and sustnability on the legal framework governing international commerce.IV. Teaching MethodsThe following teaching methods will be employed to achieve the course objectives:1. LecturesLectures will be used to deliver theoretical content and provide an overview of the course’s primary concepts and principles.2. Case StudiesCase studies will be used to illustrate how the legal framework governing international commerce applies in real-world scenarios.3. Group DiscussionGroup discussions will be used to encourage active participation and debate among students.4. AssignmentsAssignments will be used to evaluate students’ understanding of the course content and their ability to apply it to practical situations.V. AssessmentThe following assessment components will be used to evaluate students’ performance:1. Mid-term ExamThe mid-term exam will test students’ understanding of the course content up to and including Module 3.2. AssignmentsAssignments will be used to evaluate students’ ability to apply the course content to practical situations.3. Final ExamThe final exam will test students’ understanding of the entire course content.VI. ConclusionInternational commercial law is an essential subject for students who aspire to work in the field of international trade and investment. This teaching design ms to provide students with a comprehensive understanding of the legal framework governing international commerce. By using a combination of lectures, case studies, group discussions, and assignments, students will be able to understand and apply the course content to practical situations.。

国际商法（双语）一、课程说明课程编号：200707Z10课程名称：国际商法（双语）/ International Business Law（Bilingual）课程类别：专业教育课程学时与学分: 32/2先修课程要求：国际经济法、WTO法适应专业：法学教材：[1] International Business Transsactions: Problems, Cases, and Materials, (second edition), Chow, Schoenbaum, Wolters Kluwer, 2010.参考教材：[1] 《国际商法》（第2版），沈四宝、王军编著，对外经济贸易大学出版社，2010年；[2] 《国际商法教学案例（英文）选编》（第二版），沈四宝、王军编著，法律出版社，2007年；[3] International Business Law : Environments and Transactions, John H. Willes, John A. Willes, Mcgraw-Hill/Irwin, 2005;[4] International business law and its environment , Richard Schaffer, Beverley Earle and Filiberto Agusti, Thomson Learning, 2002；[5] International Business Law, Ray August, Pearson Education North Asia Limited and Higher Education Press, 2002.二、课程设置的目的意义国际商法是为法学专业的设立的拓展知识体系的专业选修课，课程的设置目的是培养适应对外经济交往需要，既懂国内法、又懂国际公约、国际商业惯例和外国语的涉外型专业法律人才。

International Commercial Law Teaching Plan in EnglishI. Course DescriptionThis course is designed to provide students with an understanding of the core concepts, legal principles, and issues that arise in international commercial law. Through lectures, case studies, and class discussions, students will learn how to apply international commercial law to a variety of commercial transactions and disputes.II. Course ObjectivesBy the end of this course, students will be able to: - Describe the basic principles of international commercial law. - Analyze andinterpret commercial contracts and other legal documents. - Evaluate the legal aspects of various international commercial transactions, such as sales, distribution, and licensing agreements. - Discuss the role of international organizations and tribunals in resolving international commercial disputes. - Develop strategies for handling issues related to intellectual property, e-commerce, and other emerging areas of international commercial law.III. Course ContentWeek 1: Introduction to International Commercial Law•Basic concepts of international commercial law•Sources of international commercial law•International organizations and their role in international commercial lawWeek 2: The Formation of Contracts•Offer and acceptance•Consideration•Capacity and authority•Written contractsWeek 3: Contracts for the International Sale of Goods•Basic terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG)•Obligations of buyers and sellers under CISG•Remedies for breach of contract under CISGWeek 4: International Commercial Dispute Resolution•Alternative dispute resolution mechanisms, such as mediation and arbitration•The role of national courts and international tribunals in resolving commercial disputes•Enforcement of foreign judgments and arbitral awardsWeek 5: Intellectual Property Issues in International Commercial Law •Protecting intellectual property internationally•Trademarks, patents, and copyrights•Emerging issues in intellectual property law, such as e-commerce and data privacyWeek 6: Emerging Areas of International Commercial Law•International investment law•International commercial transactions involving services•Emerging issues in international commercial law, such as blockchn and artificial intelligenceIV. Course Requirements•Regular attendance and active participation in class discussions•Completion of assigned readings and case studies•Written assignments, such as case briefs and legal memos•Oral presentations on selected topics related to international commercial law•Final examinationV. Grading PolicyThe final grade will be based on the following components: - Attendance and class participation: 20% - Written assignments: 30% - Oral presentations: 20% - Final examination: 30%VI. Recommended Textbook•Folsom, Gordon W., John H. Honnold, and William R. Cornell.Uniform Commercial Code: Commentary and Analysis. 2nd ed. Thomson Reuters, 2018.VII. ConclusionThis course will equip students with the knowledge and skills necessary to navigate the complex legal landscape of international commercial transactions. Through an in-depth examination of the principles and issues related to international commercial law, studentswill gn a foundational understanding of this important area of law and its applications in a globalized economy.。