Curriculum Guide · Courses

Professor Sarkar

LL.M Skills 886 | 1 credit hours

The primary objective of this “bookend” course scheduled over the course of two consecutive weekends and the week in between is to give students an analytical overview of the legal framework for international business transactions. In light of the brevity of this course, a project finance approach will be examined in depth.

Specifically, this two-week introduction will outline the basic contours of defining: (1) why and how to structure a project finance transaction; (2) how to finance a project finance transaction; (3) how to define, assume and mitigate the risks of the parties to the transaction; and finally, (4) what are the interests and perspectives of the parties to the transaction in question, and how do their interests mutually support or conflict with each other.

In the discussion giving a broad overview of the topic, for example, some of the questions that will be examined will be related to obtaining project financing from public (official donor assistance) and private sources; pursuing co-financing and limited recourse financing as part of overall security package; and examining political and legal risk factors in-country. The transaction will be designed to address the overall development needs of the host country, and shall be intended to fit within a broader discussion of development law more generally.

The course will emphasize a problem-solving approach by discussing cases, case studies, and having students participate in a consolidated role-playing exercise in class. All students will be required to participate in teams representing a party to the transaction; understand and fully articulate that party’s negotiating position; draft and negotiate the documents underlying the consummation of the “deal;” execute the actual documents in a “closing” to be held in class; and finally, formally present and share their negotiating experiences in class. All students will deal with an integrated fact pattern but will be responsible for drafting and negotiating different but related documents integral to consummating the deal. The closing documents will be a “take away” for the students.

This practical approach to international business transactions will better enable students to understand the underlying legal concepts and issues involved in negotiating these types of transactions. It will also give the students the ability to negotiate collaboratively with their fellow teammates and with other students representing different parties and interests. Finally, it will help students in class to develop “hand-on” lawyering skills that will assist them in their future professional life.