intl sale legal issues kk march 2010
DESCRIPTION
Overview of various legal issues associated with international business dealings, including methods of engaging in international business, identifying and managing risks, comparative legal systems, and key contract provisions in international business agreementsTRANSCRIPT
1Jim Chester / Klemchuk Kubasta 1
Legal Aspects of International Sales
Presented by:
Jim ChesterJim ChesterJD, LL.M, CHB, CCS
Klemchuk Kubasta LLPDallas, Texas
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The Legal Aspects of International The Legal Aspects of International SalesSales
Introduction: The "myth" of IBT law Why is IBT important? Managing risks, including: - credit risk / financial risk
- market risk - legal risk
- political risk
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Sources of Law & Legal Sources of Law & Legal TraditionsTraditionsComparative legal traditions
Common Law (US, UK & former colonies)- History- Sources of Law
- Hierarchy- Stare Decisis
Civil Code (Asia, Latin America, EU)- History- Sources of Law- Hierarchy- Role of case law
Special/Hybrid Systems - Islamic Law- Chinese Law
Modern Trends in both traditions - toward harmony
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Ways of “Going Ways of “Going International”International”
Exporting Distributors Licensing/Franchising Foreign Direct investment (FDI)
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ExportingExporting- Getting sales
-Direct-Sales Agents/Employees
- Getting paid- Export/Import regulation- Other Regulations
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ExportingExporting
The International Sales Contract- Differences with domestic Ks- Key provisions/terms
- Choice of law- Choice of Venue/forum- Translations- Currency- Payment- Force Majeure- Notice
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ExportingExporting
Vienna Sales Convention (CISG)- History- Current status- Applicability (opt in /opt out)- Key provisions- Compare/contrast UCC & CISG
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DistributorsDistributors- Choosing a distributor
- Key provisions/terms- Local laws
- Exclusivity- Cancellation/non-renewal
-IP License
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Licensing / FranchisingLicensing / Franchising- Four Basic Regimes of IP Rights
- Trademarks- Trade Secrets- Copyright- Patent
- IP outside the US- “First to file” v “First to use/invent”
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Foreign Direct InvestmentForeign Direct Investment Branches v. Subsidiaries Types of Subs
- “Greenfield”
- Merger/Acquisition
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Foreign Direct InvestmentForeign Direct Investment Joint Ventures
- Contractual
- Equitable
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FCPA / Anti-BriberyFCPA / Anti-Bribery
FCPA prohibits bribing of foreign government officials.
Who is subject to the FCPA?
What is prohibited?
What is allowed?
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FCPA / Anti-BriberyFCPA / Anti-Bribery What are the penalties for violations?
Red flags
Helpful hints- Require FCPA compliance in contracts - Avoid cash or bearer instruments- Carefully screen job applicants for foreign offices
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Questions?Questions?
Email: [email protected]
Direct: 214.367.6000
Klemchuk Kubasta, LLP8150 North Central Expwy.,
Suite 1150Dallas, Texas 75206
www.kk-llp.com