Richard Kohn : Courses and Seminars
The worlds of corporate finance and secured transactions law reform interact to make cross-border lending a rapidly evolving area of law. Due to the unprecedented globalization of U.S. business, U.S. banks and other financial institutions are increasingly being asked to finance the international business activities of U.S. companies, often in countries having laws that are incompatible with U.S.-style corporate lending practices. At the same time, the United Nations Commission on International Trade Law (UNCITRAL), the World Bank and other international organizations are actively encouraging developing countries, where access to capital is scarce, to modernize their secured transactions laws to promote the availability of low-cost secured credit for small and medium-sized enterprises as a way of creating jobs, raising standards of living and contributing to a country's overall economic and political stability. This course explores both worlds. Students will examine the broad array of legal and practical issues encountered by U.S. lenders (many of them new to cross-border lending) as they seek to make loans to foreign companies, obtain security interests in foreign collateral and finance foreign corporate acquisitions, and learn a conceptual framework for evaluating and structuring potential cross-border loans from the perspective of a U.S. lender. We will also study recent initiatives in secured transactions law reform (with particular emphasis on the UNCITRAL Legislative Guide on Secured Transactions (2007)), and consider how they are exerting a profound influence on cross-border corporate finance in developed countries as well. The course is taught by a lawyer who specializes in representing banks in cross-border lending transactions and who also participated actively in the development of the UNCITRAL Legislative Guide on Secured Transactions and other UNCITRAL projects. Because cross-border lending touches upon many areas of law, it provides a useful introduction to international commercial transactions in general. There are no prerequisites. Grades will be based on class participation and a take-home exam.