FCIL Newsletter / October 1995
What I Learned on My Trip to Philly
by Jonathan Franklin
University of Michigan Law Library
The 1995 Summer Institute in Philadelphia, "International
Business Law: Legal Transactions in a Global Economy," was the
fourth in the five-part foreign and international law institute
series. From July 11 through 14, sixty attendees and fifteen
speakers immersed themselves in the foreign national and
international aspects of business law. Here it goes.
University of Pennsylvania Law School's classrooms are
freezing in July.
The regulatory structure of international economic and trade
law can be attacked by starting with the basic written sources,
looking at national treatments, and finally considering how
general commercial trends and goals can be applied to the
Philly soft pretzels are not like the ones you get off the
rack at the Detroit airport.
A bibliographic instruction session can be entertaining when
based on how you would solve sample reference questions on the
In discussing import and export issues, import tariffs are
determined by answering three questions: 1) What is the good? 2)
What is its country of origin? 3) How much is it worth? Then plug
these into the Harmonized Tariff Schedule (26 U.S.C. sec. 40).
When considering export issues, don't forget issues raised by
the Anti-Boycott Act (a.k.a. Export Administration Act, 50 App.
U.S.C. secs. 2041 et seq.) and the Foreign Corrupt Practices Act
(15 U.S.C. sec. 78).
One of the best sources in this area is Trade Policy
Review: United States, published biennially by GATT.
Beware of upscale Philly cheesesteak sandwiches; they are not
real unless they use Velveeta.
The largest problems in transnational joint ventures are
motivation (why do we want to do business with each other),
communication (how will we jointly run the venture), negotiation
(how will we finalize the details before we kill each other).
The key documents in a transnational joint venture (or any
other one for that matter) are the Business Plan, the
Confidentiality Agreement, the Memorandum of Understanding, and
the Final Agreement.
Doing Business-type books have their place in an academic law
library (and of course in a firm law library), but the quality is
so variable between different publishers using identical titles
that selection is tricky.
With Dutch Treat Dine-Arounds, the key is not the restaurant,
but to go with a great group. I am sure no one was disappointed
given how friendly everyone was.
U.S.-E.U. competition (a.k.a. antitrust) issues include
extraterritoriality, merger control (September 1990 E.U. merger
regs), and distribution and licensing agreements (block
Keep up on this area with World Antitrust Law and
Practice edited by James J. Garrett (Boston: Little, Brown,
1995-) and/or Oceana looseleaf Antitrust and Restrictive
Business Practices edited by Julius J. Marke and Najeeb
The Fordham Corporate Law Institute's Annual Proceedings are
an important resource for this whole area.
Tastie-Kakes (forgive the spelling, Merle) are tasty cakes.
Transfer pricing is not how much public transit will charge
for you to change buses to get where you are going. It is an
astoundingly complex issue dealing with how companies are taxed
for sales of goods to subsidiaries or related business entities.
International Bureau of Fiscal Documentation publications are
good ways to get a grasp of international tax issues for a
particular geographic region (albeit at a high cost).
Scrapple is a Philly breakfast food. It is "a seasoned mixture
of ground meat (such as pork) and cornmeal set in a mold and
served sliced and fried." Webster's Ninth New Collegiate
The reunification of Germany, along with immigration, has
radically affected the German labor pool, especially for those
from the east who were used to employment subsidized by the
Those fiendish folks at Kluwer are excerpting parts of
Blanpain's fine International Encyclopedia for Labour Law and
Industrial Relations and selling them as monographs. Get one
or the other, but not both!
The reading room of the Biddle Law Library makes a splendid
One of the first American law textbooks focusing on Japanese
business law is out. It is Law and Investment in Japan: Cases
and Materials by Yukio Yanagida et al. (Harvard University
Law firms are willing to use Concordes to get documents across
For some firms, fax machines are more important than dusty
volumes on the shelves for primary sources. Collection
development by FedEx.
Even when the weather is hot and humid, the Liberty Bell is a
popular spot. Wow!
Academic law libraries would do well to collect broadly, but
focus on specific regions or topics to maintain a comprehensive
collection of something.
Many practice-oriented materials are the most up-to-date
sources, even for academics.
The Biddle Law Library has its own foreign and international
law reference collection and CD-ROM system with all sorts of
exciting international CDs.
Foreign law problem sets are easier to draft than they are to
solve. At least they were very hard to solve.
A great and hearty thanks for Gitelle Seer and Maria
Smolka-Day for their exceptional work in co-directing the
institute, and to Merle Slyhoff and the Local Arrangements Group
for their exhaustive efforts to expose us to Philadelphia. Onward
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