International business is booming. Business conduct their activities across borders and all over the world. Companies that are active in an international environment deal with different jurisdictions, a variety of rules and business partners residing in other countries. This means that executives, legal counsels, lawyers and other relevant persons need to understand the legal consequences of such international activities. Rights and obligations are dealt with in (international) agreements. Understanding and drafting of these is an underestimated discipline. It requires knowledge of the relevant facts and of the applicable laws, and last but not least, drafting skills.
This course is about understanding international contracting and dealing with the pitfalls. You will be schooled in the art of negotiation, the structure of contracts, core and ‘boiler plate’ clauses, the applicable laws, and drafting skills. All are essential to properly draft, understand and judge an agreement.
The basis for this course is created by a shareholder agreement. On the basis of this shareholder agreement, the course deals with negotiation, drafting and basic notions of (international) contracting (under U.S., U.K. and Netherlands law).
The course is structured ‘chronologically’ and lasts for a period of five (5) weeks. The course provides for a weekly lecture, followed in the same week by an interactive tutorial. The tutorials deal with the same topics as the lectures. For each tutorial there will be an assignment.
This course will in its entirety be taught in the English language. For a legal professional verbal and writing skills are of the utmost importance.
The principal objectives of this course are that you are able to have a feel for the problems faced by businesses which operate internationally from the perspective of contract drafting, to have brief knowledge of existing rules on applicable law and to be on the alert to the pitfalls of drafting and judging international contracts, and to early recognize the relevant legal issues. All in particular with respect to a shareholder agreement. Finally that you are able to participate, in cross-border transactions and businesses, ensuring at least some familiarity with the concepts of international contract drafting and foreign legal systems (English and U.S. legal system).
Upon completion of the course, you are able to:
use negotiation skills based on the Harvard negotiation principles;
apply basic knowledge of contract drafting and international business law by solving simple exercises, mainly in regard to shareholder agreements;
be able to assess the relevant aspects of a case study, in particular to aspects of applicable law, common types of shareholder agreements, and awareness of differences of foreign law contracts and Dutch law contracts when those are in the English language;
have insight into the system of legislation and regulations which are relevant when a business enters into an international transaction, in particular regarding shareholder agreements;
be able to draft, understand and judge simple shareholder agreements in an international setting;
develop responses in English that clearly accomplish their communicative purposes;
understand and judge contracts that meet the standards described in the course materials.
The timetable of this course can be found in uSis.
Mode of instruction
Combination of lectures and tutorials
Number of (2 hour) lectures: 5;
Number of (2 hour) interactive tutorials: 5, with a mix of theory and case discussion;
Names of lecturers: see above;
Required preparation by students: preparation of prescribed reading materials, case studies and any other assignments.
A student cannot be absent from the tutorials or the lectures . Presence at the lectures and tutorials is obligatory, in order to acquire the achievement level needed to effectively participate in the written exam.
Written exam: 3 hours
One written assignment during the seminars
The assessment of this course is based on three elements:
written exam (80 points);
written assignments (10 points): students have to make a minimum of 3 out of 4 assignments and one of those (for everyone the same, or the next when that one has not been submitted) will be graded: fail (0 points), pass (5 points) or good (10 points);
participation in class (10 points).
Examination is open only to students who have made at least 3 written assignments and who have passed for their graded assignment. The assignments and the contract negotiations cannot be retaken. The score earned on the assignments and the score earned on the contract negotiations will remain valid for the re-take. The final grade is given if the student has achieved a score on all parts (i.e. assignments, contract negotiations, and the written exam or retake).
If a student has not passed the course by the end of the academic year (2015/2016), any partial grades for written exam, written assignment and/or contract negotiations and drafting are no longer valid.
Areas to be tested within the exam
The book or reader, and the detailed course description, contains the required reading (literature) for the course. The subjects taught in the lectures, tutorials and all other instructions are all part of the course.
More information on this course is offered in Blackboard.
Obligatory course materials
- to be announced on blackboard
Course information guide:
to be announced on blackboard
to be announced on blackboard
Students have to register for courses and exams through uSis.
Coordinator: mr. M.P.P. van Buuren
Work address: Kamerlingh Onnes Building, Steenschuur 25, 2311 SE, Leiden
Contact information: see below
Telephone number: 071-527 7235
Room number secretary: C 2.02
Opening hours: 09.00-13.30
Telephone number secretary: +31 (0) 71 – 527 7235
Belangstellenden die deze cursus in het kader van contractonderwijs willen volgen (met tentamen), kunnen meer informatie vinden over kosten, inschrijving, voorwaarden, etc. op de website van Juridisch PAO.