TRANSNATIONAL BUSINESS LAW 1

Transnational Business Law

Name of Student

Course Name

Submission Date
TRANSNATIONAL BUSINESS LAW 2

Transnational Business Law

Part A

Question 1

Consider Article 20 of the Distributorship Agreement. Why does it opt for an

arbitration clause? If you were representing Impo, would you resist the attempt to provide
for arbitration in the United States by an American organization? On what grounds? On
what grounds might Techno resist?

Article 20 of the Distribution Agreement involves an arbitration clause as the benefits

offered by arbitration in commercial contracts, mainly international agreements, are also
applicable on distribution contracts1. Arbitration is a kind of inquiry wherein an Arbitrator has
held a detailed inquiry and decides the dispute following a simple procedure. In recent years the
face of the business has been changed. Buyer and seller have never met but business takes place
and Arbitration is accepted as a dispute solving method. Arbitration has become very common
and is very professional way for a dispute resolution. Courts should encourage Arbitration under
ADR, whereby the Private, Independent, and fair Tribunals should get encouragement and
recognition to decide the disputes. It will reduce the burden of the court system. Parties also get
speedy justice in a short period. Litigants also save a heavy amount towards court fees.
Advocates also enjoy feeling a free atmosphere in conducting cases before Arbitrator.

As already discussed that arbitration is one of the alternative dispute resolution

mechanisms, wherever an arbitration clause exists, it is implied that parties have to resort to
arbitration only. Respective arbitration clauses prohibit the parties involved in a contract to
pursue their case in court, therefore they use arbitration as a way of conflict resolution. Parties
are at liberty to approach a court only when the arbitration clause excludes certain disputes from
the scope of arbitration concerning such excluded claims/disputes. Despite such an embargo, if
parties are willing to resolve such disputes also by arbitration, they can do so by mutual
agreement. To elaborate, in distribution contracts the principal imposes the clauses of arbitration

1
See generally Stefan Kröll, The “Arbitrability of Disputes Arising from Commercial Representation, in
Arbitrability: International & Comparative Perspectives 317 (2009).
TRANSNATIONAL BUSINESS LAW 3

on the franchisee, the distributor, or on an agent. Under these clauses, the essential conditions of
an underlying market are protected. To add on, in distribution contracts arbitration clauses are
extended to 3rd parties2.

Question 2

Consider the choice of law clause in Article 21. Is it sufficient to exclude the
application of the CISG? If not, do you think it would be desirable to do so?

As per Article 21, the choice of law clause depicts that a governing state's contracting law
is applied on the tribunals, courts, commentaries, and contract. The CISG (U&N Convention on
Contracts for the International Sale of Goods) applies by default to all sales of goods transactions
in which each party's place of business with the closest connection to the contract is in two
different states that are both parties to the CISG3. Very few states are not parties to the CISG.
The most notable non-party state is the United Kingdom. The CISG is playing a crucial role in
globalizing trade and contract law by enhancing the provision of predictability. The United
States, Switzerland, The Netherlands, The Russian Federation, China, and Germany are countries
that have opted for the decision of CISG.

Also, the CISG can apply even if you do have a choice of law clause opting into the law
of another country because the CISG becomes PART of the state law of a country that is a party
to the CISG. So, if you choose New York law, the CISG would apply without a choice of law
clause because the New York courts will understand that the CISG is part of New York law for
these types of transactions. Therefore, you not only have to specifically choose the law of a state
in your contract but if you don't want the CISG to apply, you have to specifically opt OUT, for
example by specifically choosing the New York U.C.C. without regard to the CISG.

In addition, the implementation of CISG doesn't mean that the contract parties cannot
include any choice of law clause. The CISG is a statute that doesn't cover everything that could
go wrong in a contract. So, when a dispute falls outside the CISG (for example a dispute as to
whether a contract existed in the first place) you need to know which domestic law you will use
to figure out that question. Plus, the CISG is sometimes interpreted in different ways by different
2
Vera Van Houtte, Consent to Arbitration through Agreement to Printed Contracts: The Continental Experience, 16
ARB. INT’L. 1, 1–18 (2000).
3
P Schlechtriem/P Butler UN law International Sales, Springer- Verlag Berlin-Heidelberg, 2009, p.65.
TRANSNATIONAL BUSINESS LAW 4

domestic judges. So, a US court’s interpretation of what a CISG clause means might be slightly
different than a German understanding for example. In other words, it is important to always
include a choice of law clause in an international sale of goods contract, or for that matter in any
international contract4.

When buying or selling goods, it is important to understand whether you are dealing with
the Common Law of contracts or a transaction governed by the Uniform Commercial Code,
Article 2- the Sale of Goods (“UCC”) or some other statute based commercial terms and
conditions such as the U.N. Convention on Contract for International Sale of Goods (“CISG”).
While, in the absence of a traditional Common Law contract (i.e., both parties sign and agree to
identical terms), the UCC governs the purchase of goods via an exchange of forms in the case of
domestic (USA) transactions. While the CISG governs the purchase of goods via an exchange of
forms between parties “residing” in different countries which have adopted the CISG, subject to
“opt-out” provisions. This is a threshold issue and choosing the “wrong door” can have both
unintended and serious consequences. Despite the fact of a “global economy”, many attorneys
and judges are not even aware that the CISG exists. Moreover, many executives are not aware of
the risks involved in doing business via an exchange of forms, i.e., buyer’s purchase order
followed by seller’s acknowledgment.

Another factor that could seriously affect certainty as well as rights and remedies, is
whether the transaction falls under the CISG. Many countries, including the United States, have
agreed to a treaty that adopts the CISG as applicable to international business transactions
between parties residing in different countries. The CISG is essentially the effective sales law of
the North American Free Trade Agreement ("NAFTA"). While the UCC is commonly regarded
as "pro-buyer", the CISG is often viewed as "pro-seller". Unless a party chooses to expressly
"opt-out" of the CISG, the CISG (together with the Incoterms, developed by the International
Chamber of Commerce) is likely to govern in the case of international transactions. If you opt-
out of CISG, then domestic law would typically apply. Like the UCC, the CISG also allows you
to do business via an exchange of contradictory forms, but the rules are slightly different as
compared to the UCC. However, the same "layers" of potential ambiguity discussed above in the
context of the UCC, are alive and well when dealing with the CISG. Besides, although about 85
4
J Honnald, Uniform Law for international sales under the CISG, 3rd ed., Kluwer Law International, The Hague,
1999, p. 148.
TRANSNATIONAL BUSINESS LAW 5

countries have adopted the CISG as of February 2017, there are notable exceptions including the
United Kingdom. Other countries have adopted the CISG subject to certain "interpretive
comments". Other countries have declared that the CISG would not apply within certain trading
circles (e.g., inter-Scandinavian trade). Other countries have applied territorial restrictions to the
applicability of the CISG. Naturally, just like the UCC, the CISG has its linguistic challenges.

Given the fact that it is relatively easy to "opt-out" of the CISG and that many US firms
may prefer to do business under the laws of the United States, having the awareness of the
Common Law of Contracts and the UCC is important as it is relevant for international as well as
domestic transactions. A word of caution: as noted above, simply having a choice of law
provision in your contract is generally not sufficient to get you out from under the CISG. Some
jurisdictions take a different view and hold that a choice of law provision takes you out of the
CISG but it is a risky provision. There is a specific "opt-out" language that should be used.

To add on, even if excluding CISG is a common practice, the incurrence of cases about
CISG interpretation are increasing. Internationalization of trade law and contract law combined
with globalization is continuing to evolve. CISG is quite beneficial as it enhances the
predictability of outcomes whenever the provision of international trade is involved. To answer
the question of whether it is sufficient to exclude or include the CISG, it depends. Nevertheless,
it is important to have awareness of the potential application of CISG and analysing whether it
should be applied on contracts or not. Typically, the CISG exclusion clause is included in the
governing law clause as follows: “The provisions of the United Nations Convention on the
International Sale of Goods shall not apply to this Agreement.” 5

Question 3

Under Article 7, who is responsible for the costs of transporting Techno Products
from Colorado to Germany? Does the Agreement make proper use of the Incoterms?

Under Article 7 the costs of transporting Techno products from Colorado to Germany
will be borne by Colorado as under this article “the sender shall be responsible for all expenses,
loss, and damage sustained by the carrier."6 An incoterm is an abbreviation for International
5
Coyle, J.F., 2016. The Role of the CISG in US Contract Practice: An Empirical Study. U. Pa. J. Int'l L., 38, p.195.
6
Spanjaart, M., 2019. The Carriage of Goods Convention. In Research Handbook on Maritime Law and Regulation.
Edward Elgar Publishing.
TRANSNATIONAL BUSINESS LAW 6

Commercial Terms. These trade rules are used in international transactions to guide the import
and export process & define associated costs, risks, etc. The most commonly used incoterms are:

 EWX incoterms mean ex-works – here the seller delivers to a place agreed upon like a
factory or warehouse. Once the buyer collects the goods, the responsibility of export
clearance, transport, costs have to be borne by the buyer
 FOB incoterms mean Free on Board – here the responsibility of the seller lies till when
the ship is loaded at a pre-decided port with the goods that are cleared for export. The
buyer then takes over.
 CFR incoterms refers to Cost and Freight. Seller only prepays freight and delivers once
the goods are cleared for export and loaded on the ship.
 DAP incoterms refer to Delivered At Place – The seller delivers goods once they arrive
at a pre-agreed destination and are ready to unload. The buyer is responsible for customs
and import duties.
 DDP incoterms means Delivery Duty Paid – in this case, the seller is obligated for all the
costs and risks involved.

Article 7 makes ample use of incoterms. For the terms at the place of Origin, it uses
EXW. For the terms at Cost of carriage paid by the Buyer, it uses FCA, FOB, FAS. For the terms
at Cost of carriage paid by the Seller, it uses CFR, CIF, CPT, CIP. For the terms, at the Place of
Destination, it uses DAF, DES, DEQ, DDU, DDP.

Question 4

Review the case Ingmar v Eaton and provide your summary on why this case is
significant in the context of transnational business law.

The courts in all the member states of the EU should be applying a standard set of rules
for determining the applicable contract laws. In general, whenever the involved parties make a
prompt choice of the contractual law, the courts are bound to apply the law, however with
regards to agreements of commercial agency, the EU Commercial Agency Directive (the
Directive)7 offers that the entities cannot avoid by choosing the law of a non-EU member state.

7
The Commercial Agents (Council Directive) Regulations 1993, retrieved from
https://www.legislation.gov.uk/uksi/1993/3053/contents/made
TRANSNATIONAL BUSINESS LAW 7

This provision was further confirmed in Ingmar GB Ltd v Eaton Leonard Technologies Inc8case,
whereby the entities involved in an agreement of commercial agency chose the law of California
(principal’s residing state) to apply.  It was later found by the European Court of Justice (ECJ)
that since the agent was placed in European Union, EU law will apply. The reason being that
because the commercial agency law of area where the agent is situated (England) is applicable,
no matter even if the agreement was being monitored under a non-EU member state’s law.

It was argued by the defendant that the directives are not applicable as the directive was
assumed by the European Community Council and is only applicable to Council’s member
states. Besides, Plaintiffs read Ingmar to conclude that the Directive is applicable when “a
commercial agent carries on activities in a member state even though its principal is established
in a non-member country.” Also, it is argued by the defendant that Ingmar is non-obligatory on
the Maryland court and it was held as “a directive adopted by the EC applies to an agent’s
activities carried on in a member state even when its principal is established in a non-member
country when the case is adjudicated under the laws of a member state and in the court of a
member state.”

In the case of Ingmar, a UK-based commercial agent sought compensation for damages
and commissions experienced the contract ended with the American principal. It was further
argued by the American principal that the American law provision must be applied and the
directive should be evaded. The underlying court freely acknowledged that the contracting
parties have the freedom of choosing the law system they wish to govern their contractual
arrangement. Nevertheless, it was concluded in the case judgement that the “purpose of the
Directive is to protect commercial agents after the termination of their contracts, and is therefore
mandatory and cannot be avoided through a choice of law provision”. It was further concluded
by the court that the Directive “must be applied where the commercial agent carried on his
activity in a Member State although the principal is established in a non-member country and a
clause of the contract stipulates that the contract is to be governed by the law of that country.”

Part B

Question 1
8
Verhagen, H.L., 2002. The tension between Party Autonomy and European Union Law: Some Observations on
Ingmar GB LTD v. Eaton Leonard Technologies, Inc. Int'l & Comp. LQ, 51, p.135.
TRANSNATIONAL BUSINESS LAW 8

Review the responsibilities of the parties outlined in Paragraph 8? Do they indicate

what each party expects the other to bring to the joint venture?

The American hair products and the people's manufacturing corporation have different
responsibilities assigned to each one of them depending on the contribution level. The American
hair products have to ensure that it does the procurement functions as per the joint venture
agreement. They are also responsible for testing and installing machinery and equipment, and
finally, it has been mandated to conduct training for the employees of the joint venture. On the
other hand, Peoples manufacturing corporation was given the following responsibilities: to
ensure contracting of some specific’s services necessary for the joint venture, for instance,
electricity, telephone service, and water.

The Peoples manufacturing corporation had a duty to facilitate customer-related

procedures for the equipment and machinery that was procured from abroad. People's
manufacturing corporation was also responsible for ensuring that it procured types of equipment,
machinery, and raw materials that were coming from the people's republic of China. The Peoples
Manufacturing Corporation was also responsible for assisting foreign personnel to apply for
visas and was also ensuring that they comply with the legal requirements of the people's republic
of China. It was also their responsibility to ensure that it obtained all necessary approval and also
facilitated the registration of the approval certificate and also ensured that the joint venture
acquired a permit to operate9.

Each party has got a stipulated set of requirements that should be brought on board to the
joint venture. For instance, the amount of capital that the joint venture required to begin was
RMB 100M (the US $16.5M). To achieve this amount, American hair products were required to
contribute US $9.9 million whereas the people's manufacturing corporation was to contribute
US$6.6 million. This was an indication that each company was required to contribute an amount
equivalent to its share in the joint venture. they were also liable to share the responsibilities
regarding capital contribution as well as duties and responsibilities at each company. For
instance, the American hair products had the responsibility for ensuring that procurement of
machinery, equipment, and raw materials are imported. Whereas the peoples manufacturing
corporation had the responsibilities of ensuring that it did enough marketing and distribution of
9
Robert Cooter and Francesco Parisi, Legal Institutions And Economic Development (2nd ed, Edward Elgar 2009).
TRANSNATIONAL BUSINESS LAW 9

their products as well as aiding foreign personnel to apply for visas and ensuring compliance
with the Republic of China legal requirements10.

Question 2

If American Hair Products is concerned about its ability to control the day-to-day
operations of the joint venture, which of the following should be most important to it: (a)
the ability to elect a majority of the joint venture’s directors; (b) the ability to appoint the
chairperson of the board; or (c) the ability to appoint the joint venture’s general manager?

The American hair product should ensure that it has the majority of directors in the joint venture.
The joint venture is planned to have five directors, and the American hair product has to have
three directors. The directors play a vital role in that they come up with policies and rules plus
ensuring the implementation process of adhering to those policies and rules. Normally when
issues arise in the joint ventures, it is decided by the directors’ vote and the majority prevails11.
As the number of directors in American hair product will increase, it will be at a more influential
stance in the joint venture. The only circumstances where the vote does not count is where there
is an amendment of the joint ventures article of association, completion, deletion, or termination
of the joint venture. Also lastly merging of the joint venture with any other relevant economic
organization is feasible when the management feels it can merge and improve its underlying
business operations. Once the American hair product has got the majority in the joint venture,
they can use their numbers to make prudent decisions that are beneficial to the organization.

Question 3

In what ways does the Joint Venture Contract protect the interests of the minority
partner? Do those protections seem adequate? Do they seem excessive?

The joint venture ensures that both the majority and the minority partner's interests are
protected. However, to ensure that the minority is fully protected from the majority in this case
the joint venture was formed by law. The laws guide and give directions on the
operationalization of the joint venture. Even though the joint ventures decision is arrived at from

10
Jens Christian Dammann, 'Exercising Free Choice In Corporate Law' (2013) 4 SSRN Electronic Journal.
11
Renee Jones, 'Rethinking Corporate Federalism In The Era Of Corporate Reform' (2011) 2 SSRN Electronic
Journal.
TRANSNATIONAL BUSINESS LAW 10

the majority rule, some clauses cannot be overlooked. By the majority rule, for instance, the
dissolution of the joint venture, an amendment of the joint ventures article of association, and
also merging of the joint venture with any other relevant form of economic organization. These
clauses are made in the formation of the joint venture to ensure that the minority is fully
protected from the majority. The minority will also present the deputy manager so that he can
always protect the minority from the majority. The joint ventures' profits and losses are
distributed equally depending on their proper ratios of contribution, and therefore each of the
parties in the joint venture will get their relative share of loss or profit. Financial information in
the joint venture is submitted periodically so that the joint ventures can be able to determine how
their businesses are performing; both parties must sit and then deliberate on the same.

These protections are quite adequate, and anything above this can easily alter the way the
joint ventures operate and even create some fear to parties intending to form joint ventures. Both
the majority and the minority have adequate protections in the joint venture. The majority is
protected as they contribute to the largest fair share of the organization's management; they are
given more slots on the board of directors. In this case, they have three directors whereas their
counterparts have two directors. The majority also presents the manager of the joint venture and
therefore they become more influential in decision making. The majority are also given the
major responsibilities of the joint venture, for instance, procuring machines, equipment, and raw
materials from abroad. The minorities are also protected from the majority as they present the
deputy chairperson of the joint venture to help them oversee the way the management
implements its policies. The minority are also adequately protected from merging with any other
form of an economic organization without the consent of all parties in the joint venture.

These protections are not excessive but can be considered as considerate to both parties
as they can both enjoy and suffer similar consequences that might result from the joint venture
according to its ratio of contribution. Both the American hair product and the people's
manufacturing corporation have almost equal privileges that they enjoy as per their share capital
contribution. All these companies' protection measures have been looked into by professionals
and agreed upon, and are stipulated by law that is mandated at ensuring that the joint ventures
partners do not victimize any party12.

12
William L. Cary, 'Federalism And Corporate Law: Reflections Upon Delaware' (2011) 83 The Yale Law Journal.
TRANSNATIONAL BUSINESS LAW 11

These laws state that each party should be aware of the dissolution program,
arrangement, the time and date when the joint venture was dissolved, and that they should fully
agree before dissolution of the joint venture. Upon dissolution, each party is entitled to its ratio
of the contribution that each joint venture must not merge with any other economic organization
unless both the majority and the minority have accepted the move. Also, both parties will access
the financial report on a quarterly and annual basis so that they can be told and examined
whether they are moving in the right direction or they are making losses. This will be done in a
manner that draws some level of openness in the joint ventures and the faithful aspect alongside
developing some self-confidence between the partners. All these are laws that each party can
abide by without any constraints or develop a feeling that it is being victimized by the other
party.

Question 4

Some issues related to the transfer of American patents and know-how are dealt
with in Paragraph 9. As counsel for Americans, would you be satisfied with how they are
handled? What further provisions would you want to include in the Technology Transfer
Agreement to protect American's interests?

The Americans decided to put their advanced technology that was relevant in the
production of hair products and services in the joint venture. These included proprietary
technology and those rights that were governing industrial property rights. The Americans were
going to put their advanced technology in the joint venture, but this was supposed to be a special
arrangement between the Americans and the joint venture, and therefore the joint venture was to
incur expenses to get the technology. This was stipulated in the Technology Transfer Agreement
that was agreed between America and the joint venture. This new technology would cost the
joint venture RMB 15M (the US $2.5M). Once America had offered the technology to the joint
venture, then it was the mandate of the joint venture and its personnel to ensure that the
confidentiality of the technology adheres to the fullest. Any advancement that America will
make to the technology once it has transferred the ownership to the joint venture, then it will be
forced to license the improved technology to the joint venture and not to its name. The joint
venture will also be required to license any changes it makes to the technology so that the
TRANSNATIONAL BUSINESS LAW 12

authenticity of the technology is tied to America13. I strongly agree with how the issue of
technology is handled and therefore declare it as satisfactory as none of the parties will be at
stake.

The joint venture should not be allowed to make any changes in the technology14. If any
change is allowed in the technology, even if it is licensed to the Americans will lead to the
transfer of authenticity of the technology. In case of failure of technology or the resultant
outcome that might come with the technology America will not be accountable for any losses,
and the joint venture will be responsible for the loss. Therefore, it should be able to come up with
ways to ensure that the technology benefits the joint venture. In case the technology fails, and it
needs any repair the joint venture will incur the cost of mending the technology but also the only
people who can do the technology repair should be the Americans so that the system is not
interfered with. The joint venture will be liable for any cost that might arise from the faulty
technology. The American personnel should be allowed enough time to educate the joint
venture's personnel about the technology and how to handle the technology before they can hand
over the technology fully to the joint venture's personnel so that they can continue with
embracing that particular technology.

Question 5

If American becomes disenchanted with its partner’s performance, what options

would it have under the Joint Venture Contract?

The joint venture also tries to give alternatives of what happens in case one of the parties
that are involved in the joint venture is not satisfied with the way the whole business is being
conducted. The member can either decide to request for dissolution or termination of the venture
before the specified time, or it can as well breach the terms of the contract and then suffer the
consequences. America can request for the dissolution of the joint venture once it is not
impressed with the performance of its partner. America can as well decide to breach the contract
and then it does not remedy it within the stipulated seven days without the receipt notice from
the other party that they were jointly ventured. The Chinese company can continue to operate the
13
Lucian Arye Bebchuk, Corporate Law And Economic Analysis (Cambridge University Press 2005).
14
'Book Review: Two Books On Merger Law: Mergers And Joint Ventures In Europe: The Law And Policy Of The
Eecmergers And Joint Ventures In Europe: The Law And Policy Of The Eecfinefrank L.London: Graham &
Trotman/Martinus Nijhoff (2D Ed.1994), 778 Pp., $256.' (1997) 42 The Antitrust Bulletin.
TRANSNATIONAL BUSINESS LAW 13

joint venture or as well choose to dissolve the joint venture. If it chooses not to dissolve the joint
venture and continue with its operations then it will not have breached the contract, and therefore
any kind of loss that the joint venture will experience; America will be held responsible, but it
will have to come out from the joint venture. America can also decide to remain in the joint
venture, but after the completion of the ten years if they agree then they will dissolve the joint
venture and not renew the contract with the Chinese company.

Question 6

Identify one or more issues that you would modify in the joint-venture agreement.

Various issues need to be revisited and modified in the agreement so that it can be more
favourable to both parties. For instance, what will be the trademarks of the joint venture. This is
a joint venture, and therefore the trademark should be inclusive of all the parties irrespective of
their share contribution. The trademark of the joint venture should not be under the people's
republic of China because it will be depicted as though it is a Chinese joint venture. Instead, it
should be designed to incorporate all the partners15. Secondly, the period that was agreed upon I
want to believe that it is too long and therefore it should be reduced to at least five years so that
in case one of the partners feels like is not satisfied it can think of the option of dissolving the
joint venture as well as breaching the contract. However, the ten years that was agreed is a bit
long stretched time for that particular joint venture and if the partner wants to terminate the joint
venture it will cost one of the partners heavily in case it breaches the contract. The board of
directors meeting should at least be twice a year, and each director must be present physically
unless it is something that is beyond the director's ability to complex health conditions. There
should be no alternative to representation like teleconferencing. Each director should be
physically available so that they can present their concerns by themselves rather than sending
representatives to the board meetings.

15
Peter Nehemkis and Alexis Nehemkis, 'China's Law On Joint Ventures' (1980) 22 California Management
Review.
TRANSNATIONAL BUSINESS LAW 14

Bibliography

Stefan Kröll, The “Arbitrability of Disputes Arising from Commercial Representation, in

Arbitrability: International & Comparative Perspectives 317 (2009).

Vera Van Houtte, Consent to Arbitration through Agreement to Printed Contracts: The

Continental Experience, 16 ARB. INT’L. 1, 1–18 (2000).

P Schlechtriem/P Butler UN law International Sales, Springer- Verlag Berlin-Heidelberg, 2009,

p.65.

J Honnald, Uniform Law for international sales under the CISG, 3rd ed., Kluwer Law

International, The Hague, 1999, p. 148.

Coyle, J.F., 2016. The Role of the CISG in US Contract Practice: An Empirical Study. U. Pa. J.

Int'l L., 38, p.195.

Spanjaart, M., 2019. The Carriage of Goods Convention. In Research Handbook on Maritime

Law and Regulation. Edward Elgar Publishing.

The Commercial Agents (Council Directive) Regulations 1993, retrieved from

https://www.legislation.gov.uk/uksi/1993/3053/contents/made

Verhagen, H.L., 2002. The tension between Party Autonomy and European Union Law: Some

Observations on Ingmar GB LTD v. Eaton Leonard Technologies, Inc. Int'l & Comp.

LQ, 51, p.135.

Robert Cooter and Francesco Parisi, Legal Institutions And Economic Development (2nd ed,

Edward Elgar 2009).

TRANSNATIONAL BUSINESS LAW 15

Jens Christian Dammann, 'Exercising Free Choice In Corporate Law' (2013) 4 SSRN Electronic

Journal.

Renee Jones, 'Rethinking Corporate Federalism In The Era Of Corporate Reform' (2011) 2

SSRN Electronic Journal.

William L. Cary, 'Federalism And Corporate Law: Reflections Upon Delaware' (2011) 83 The

Yale Law Journal.

Lucian Arye Bebchuk, Corporate Law And Economic Analysis (Cambridge University Press

2005).

'Book Review: Two Books On Merger Law: Mergers And Joint Ventures In Europe: The Law

And Policy Of The Eecmergers And Joint Ventures In Europe: The Law And Policy Of

The Eecfinefrank L.London: Graham & Trotman/Martinus Nijhoff (2D Ed.1994), 778

Pp., $256.' (1997) 42 The Antitrust Bulletin.

Peter Nehemkis and Alexis Nehemkis, 'China's Law On Joint Ventures' (1980) 22 California

Management Review.