CDRO 26A02 - Introduction to International Business Law

This course provides students with a foundational understanding of the legal framework governing international commercial transactions and corporate operations.

Core Topics include (1) an introduction to the general principles and the sources of international business law, (2) an analysis of key commercial agreements (international sales contracts, distribution agreements, intellectual property licensing arrangements, sub-contracting agreements, M&A transactions, etc.), (3) an analysis of competition law principles affecting cross-border transactions and anti-corruption regulations, (4) a general overview of key corporate governance issues (tasks and duties of the managers, role of the supervision/control bodies, shareholder rights), and (5) an introduction to international commercial arbitration. This lecture does not cover topics dealing with international tax, financial or labour relations.

Learning Objectives: Students will develop analytical skills to assess how legal rules impact international business strategy, understand the interplay between law and politics in global commerce, and gain practical knowledge applicable to careers in international organizations, government, or private sector.

DESCRIPTION LECTURES SESSIONS:

Lecture 1: Introduction to Business Law & Sources

• Definition and scope of business law
• Sources of business law:

o National: French Civil Code, Commercial Code, case law

o International: International treatises, EU law, MERCOSUR (for Latin American perspectives)

• Hierarchy of norms and conflicts of laws

Lecture 2: The Merchant & Legal Forms of Business Entities

• Definition of a merchant under French law
• Legal forms of business entities:

o Sole proprietorship (EI, EIRL)

o Partnerships (SNC, SCS)

o Corporations (SARL, SAS, SA)

• Case study #1: Choosing the right legal form for a startup

Lecture 3: Corporate Governance (I) – Legal Frameworks

• French corporate governance:

o Roles of shareholders, directors, and executives

o Supervision and control (Board of Directors, Supervisory Board)

• International models:

o Anglo-Saxon (UK/US) vs. Continental (Germany/France)

Lecture 4: Corporate Governance (II) – ESG & Compliance

• ESG (Environmental, Social, Governance):

o French Duty of Vigilance Law

• Compliance programs: Risk mapping, audits, and reporting

Lecture 5: Key Business Contracts (I) – Sales & Distribution

• Sales contracts:

o Formation, obligations, and remedies (French Civil Code, CISG)

• Distribution contracts:

o Franchising, selective distribution, agency agreements

Lecture 6: Key Business Contracts (II) – IP Licensing & Subcontracting

• IP licensing:

o Types of licenses (exclusive, non-exclusive)

o Royalty structures and enforcement

• Subcontracting:

o Legal requirements and liability issues

o International subcontracting (e.g., manufacturing in Asia)

• Case study #2: Analysis of a trademark licensing contract

Lecture 7: Competition Law & Anti-Corruption Rules

• Competition law:

o Cartels, abuse of dominance, mergers (EU and French rules)

o Fines and leniency programs

• Anti-corruption laws:

o French Sapin II Law, UK Bribery Act, FCPA

o Compliance programs and whistleblowing

• Case study #3: Investigating a cartel

Lecture 8: Business Law in the Digital Economy

• GDPR and French Data Protection Act:

o Principles, rights, and obligations

• Platform regulation:

o Antitrust in the digital economy

o DMA (Digital Markets Act)

Lecture 9: Commercial Litigation & International Arbitration

• Commercial litigation:

o French courts (Tribunal de commerce)

• International arbitration:

o ICC, UNCITRAL, and ad hoc arbitration

o Arbitration clauses and enforcement (New York Convention)

Lecture 10: Mergers & Acquisitions I – Legal Process

• M&A process:

o Due diligence, LOI, SPA (Share Purchase Agreement)

o Regulatory approvals (competition, foreign investment)

Lecture 11: Mergers & Acquisitions II – Cross-Border Deals

• Cross-border issues:

o Conflict of laws

o JV governance

o Cultural and regulatory differences

• Case study #4: A JV between a French company and a Mercosur country company

Lecture 12: Live business case study

• Oral presentation by two groups of students of a practical case study in business law, in the presence and with the assistance of an external speaker (to be confirmed)

No prior legal background required.

The course combines lectures with pedagogical materials (slides, podcast links) and practical case studies (both at home and in the classroom), blending theoretical foundations with real-world applications to enhance understanding of international business law.

50% ongoing assessment (written) ; 50 % final test (oral).

Active preparation for classes is expected, which means reviewing the slides and documents provided in advance of the lecture.