Euromoney Legal Training

Course overview

Many non-US lawyers are faced with unfamiliar American legal concepts and terminology. To become truly international and remain competitive, lawyers need to have a sound understanding of the principal elements of US law. 'US Law for International Lawyers', offers an unequalled opportunity for legal and financial professionals from around the world to learn the principles and practices of US law.

• Fundamentals of the American legal system
• Principles of contract law
• Different types of torts and their defences
• Property interests
• Basic concepts of antitrust law
• Different types of companies
• Public and private securities offerings
• Sarbanes-Oxley Act
• Dodd-Frank Act

This course takes a practical, interactive approach. Ample time will be allocated to ensure that you have maximum opportunity for discussion, debate and questions for our expert speaker.

Who should attend this training course?

• In-house lawyers in subsidiaries of US companies
• In-house lawyers in banks and financial institutions
• In-house lawyers in companies doing business in the US or with US companies
• Bankers involved in capital raising in the US
• Lawyers in private practice who advise clients doing business in the US

Supporting publication

Day 1

Overview of the US legal system

• Historical context
• US Constitution
• Federalism
• Separation of powers

Limited authority of the federal government

• Article 1 of the US Constitution: the Commerce Clause
• Supremacy clause
• Pre-emption difficulties

Federal judicial authority

• Limited subject matter jurisdiction of the federal courts
• Diversity jurisdiction
• Federal question jurisdiction

Problem of multi-state legal authority

• Uniform laws
• Constitutional limits on state court jurisdiction and choice of law

Workshop: Participants analyse different scenarios to determine which court and law apply

Executive branch

• Functions of President
• Election system
• Administrative agencies

Legislative branch

• Bicameral structure of Congress
• Election system

Judicial branch

• Separation of powers
• Judicial review
• Judges and their selection

Court system

• Overview
• Federal courts
• State courts
• Civil vs. criminal cases

Basic principles of dispute settlement

• Commencing the action
• Obtaining information prior to trial
• Summary judgment
• Injunctive relief
• Trial by jury

Alternative dispute resolution

• Arbitration
• Mediation

Workshop: Participants analyse the pros and cons of different methods of dispute resolution

Common law vs. civil law

• Different principal source of law: jurisprudence vs. doctrine
• Different role and structure of courts
• Ways of selecting judges

Workshop: Comparative study of differences between states' laws

Day 2

Introduction to contract law

• Applicable law
• Requirements for enforceable contract
• Formation: offer and acceptance
• Implied and explicit terms of contract
• Excuse of nonperformance 
• Breach remedies for unexcused nonperformance
• Damages, consequential loss and liquidated damages
• Excluding and limiting contractual liabilities
• Third party issues
• Comparisons between US and English contract law

Workshop: Participants examine common terms of a US contract

Introduction to tort law

• Background
• Intentional torts
• Negligence tort
• Strict liability
• Defenses

Specific types of intentional torts

• Intentional torts to the person
• Intentional torts to property
• Defamation
• Privacy torts
• Commercial torts (misrepresentation/fraud, inducement of breach of contract)

Alien Tort Claims Act

• Origins
• What it is and how it works
• Consequences for multinational corporations

Workshop: Participants examine cases involving Alien Tort Claims Act

Real property, ownership transfers and lease

• Summary of freehold estates
• Concurrent ownership
• Adverse possession
• Transfer of real property
• Landlord-tenant relationship (i.e. nonfreehold estates)

Workshop: Who owns this property?

Day 3

Introduction to antitrust law

• Background and legal framework
• Monopolisation, attempt to monopolise and predatory pricing
• Cartels, tacit collusion, joint ventures and other horizontal restraints
• Vertical integration, vertical restraints and resale price maintenance
• Tie-ins, reciprocity and exclusive dealing
• Mergers
• Enforcement, penalties and remedies

Workshop: Rule of reason or per se?

Introduction to company law

• Nature of a company
• Legal framework
• Types of companies
• Key features
• Comparisons between US and English company law

The corporation

• Incorporation
• Constitutional documents
• Access to information
• Management
• Ownership structure and share capital
• Shareholder rights
• Private vs. public corporation

Alternatives to corporations

• Partnership
• Limited partnership
• Limited liability partnership
• Limited liability limited partnership
• Limited liability company

Workshop: Participants analyse the pros and cons of different types of companies

Trusts

• Common law history
• Key features

Introduction to US securities laws

• Why do US securities laws matter?
• Methods of offering in the US
• Legal framework

Workshop - Part 1: Common US securities law expressions

SEC registered offer

• Section 5 of the Securities Act 1933
• Registration statement and prospectus
• Registration and SEC comment process
• Pros and cons
• Penalties for non-compliance

Public resale of restricted and control securities (Rule 144), private resales to institutional investors (Rule 144A) and private placement (Regulation D)

• How the rules work
• Advantages over registered offer
• Drawbacks

Offshore sales under Regulation S

• Extraterritorial scope of the US securities laws
• How the rules work
• Categories 1,2,3
• Definition of US person

Ongoing reporting requirements

• Annual reports
• Quarterly or periodic reports
• Rule 12g3-2(b)

Workshop – Part 2: Common US securities law expressions

Sarbanes-Oxley Act of 2002

• Purpose
• Key provisions and how they apply to non-US companies

Dodd-Frank Act

• General overview
• The Act in relation to securities
• Implications on securities laws

• June Lin

  June Lin is an American-trained lawyer with extensive experience working on a variety of US and international corporate finance transactions, representing European investment banks, European and African companies in global debt and equity securities offerings and representing both borrowers and lenders in bank financings. She has provided advice on a diverse range of Delaware company law issues. She has worked at the leading Wall Street law firms of Cravath Swaine & Moore in New York and Sullivan & Cromwell in Paris, as well as the UK city law firm of Herbert Smith in London where she was a member of the U.S. securities team. June is currently associated with the San Francisco law firm of Niesar & Vestal where she continues her general corporate and securities practice.

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.