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International Mergers and Acquisitions

This topic provides a practical introduction to international mergers and acquisitions. We will examine the pre-deal considerations for mergers and acquisitions, including, deal structure, due diligence, taxes, and regulations affecting the deal. The topic also includes a discussion of common features of purchase and sale agreements, US laws affecting international mergers and acquisitions, and how US companies protect themselves against hostile foreign bidders.

Learning outcomes:

  1. Develop a basic understanding of pre-deal considerations--the type of transaction, taxes, regulation--that may affect the structure of a transaction.
  2. Demonstrate an understanding of the basic provisions in a merger or acquisition.
  3. Describe the US laws that impact international mergers and acquisitions involving US parties.
  4. Describe the various "fronts" on which an international takeover battle is fought.
International Business Transactions

This course will provide an overview of the private international business transaction. Our focus is on the international sales transaction, i.e. the sale of goods from a seller to a buyer. We will examine how to set up the sale through a sales contract and how to finance the sale through a letter of credit. We will see how all of these steps fit together to form the documentary sale.

Learning outcomes:

  1. Develop a familiarity with the basic set up of an international sales contract and an international letter of credit.
  2. Develop a basic understanding the documentary sale. 
International Trade

This course will provide an overview of the basic framework for international trade and of the World Trade Organization (WTO). We will look at the history of the WTO and its predecessor organization, the GATT (General Agreement on Tariffs and Trade 1947). We will discuss the role of the WTO and the major trade agreements that govern the basic channels of world trade: GATT 1994 that governs the trade in goods, the General Agreement on Services (GATS) that governs trade in services, and the Agreement on Trade-Related Intellectual Property Rights that governs trade in technology. We will also examine the basic structure and functions of the WTO. 

Learning outcomes:

  1. Demonstrate a familiarity with the basic framework of international trade and the WTO.
  2. Develop a familiarity with the basic functions of the WTO and its relationship to national trade law regime.


International Tax

This topic provides an introduction to the U.S. federal tax system and the basic rules for international taxation. We will also consider some of the pressures on the international tax system and some of the current and proposed solutions.  

Learning outcomes:

  1. Understand the basic rules governing the U.S. tax system and the taxation of both inbound and outbound income.  
  2. Identify the features of the current international tax system that can allow taxpayers to shift income to lower taxed jurisdictions.  
  3. Understand policy responses to address international tax planning.   

Meet the Faculty

Dan Sandman
Former Vice Chairman and Chief Legal & Administrative Officer, General Counsel and Secretary, U.S. Steel