This course will allow students to negotiate and draft International Business Transactions (IBT) documents, from the point of view of both clients/commercial departments and legal practitioners. The class will analyze documents that are based upon actual transactions. Students will also engage in role-plays of commercial discussions and propose legal solutions that will be analyzed from the perspective of lawyers as well as clients/commercial departments. Because the course will include both JD and MBA students, special attention will be given to the interaction between the commercial and legal representatives of negotiating teams. The class will be organized in role-playing mixed teams of lawyers and clients/commercial departments, which will negotiate the most sensitive clauses of transactional documents. Because of the instructor’s professional background as a former manager of a European railway company, special attention will be given to transportation transactions and to related developments in New Mexico (e.g., Railrunner, Santa Teresa Port of Entry). Alternative final outcomes from each team will be considered, both in terms of different commercial deals/clauses and closing/collapsing of the transaction. The interactive review of the documents proposed by each team will allow students to understand the important interplay among legal and commercial needs, cultural and character issues, teamwork skills, adaptability, and creative thinking, in order to successfully negotiate and draft international business transaction documents.
JD students will: (a) learn and apply practical drafting skills in the context of transactional documents, (b) learn how to respond to the needs of and interact effectively with business clients and opposing counsel, and (c) learn to appreciate, balance, and navigate among the competing factors that characterize international business transactions.
MBA students will: (a) learn how to communicate their business needs effectively with their counterpart deal partners and their in-house or outside counsel, and (b) learn to appreciate, balance, and navigate among the competing factors that characterize international business transactions.