学部・大学院区分開・博前
時間割コード3053202
科目区分共通・基礎
Basic
科目名　【日本語】国際開発特論B（グローバルビジネス事情）
科目名　【英語】Lecture on International Development B (Global Business Affairs)
コースナンバリングコード
担当教員　【日本語】石川　知子 ○
担当教員　【英語】ISHIKAWA Tomoko ○
単位数2
開講期・開講時間帯春集中 その他 その他
Intensive(Spring) Other Other
授業形態


授業の目的　【日本語】
授業の目的　【英語】
The lecturer had a practical experience of working for Mitsui & Co as its in-house lawyer. Mitsui & Co is an one of the biggest Japanese Sogo Shoshas (general trading houses) which are known for their unique global business activities in and outside Japan.
From the perspective of in-house lawyer, you will get to know what's going on in the real business world. We will consider the the following 5 topics:
(1) Organisation of the company and Corporate Governance
(2) Corporate wrongdoings and compliance
(3) Global business activities
(4) Foreign investment
(5) Dispute resolution.
《The goal to be achieved》
(1)　Corporate governance is one of the biggest corporate issues which has led to the frequent revisions of the Companies Act in Japan. You are expected to know what is the corporate governance and to make presentations on the the corporate governance framework in your home country.
(2)　Relating to the international development, bribery and corrpution is one of the most serious problems. You are expected to know these problem through the research of global anti-bribery and corruption framework and domestic regulations of US, UK and Japan. Also, you are requested to investigate the whistleblower protection in your home country and make the brief presentation..
(3) As it is extremely important to know the basic knowledge of the business contract, you are expected to understand the concept of the business contracts, giveing your particular attention to the JICA EPC contracts relating to the international development. Also, in order to achieve the desirable goals, negotiation skill is important. You are requested to understand the difficulty of negotiation through the role-play.
(4) International joint venture and cross-border M&A are both typical examples of foreign investment. In the present global economy, these foreign investments are very active in the developed countries as well as developing countries. They may affect the local industries. You are expected to understand the process of establishing joint venture company and M&A which may encourage you to think of the impact of these foreign investment on the economy of your home countries.
(5) Disputes are unavoidable in many global transactions , so you are expected to know how such commercial disputes are handled in the real world. At the end of this lecture, you are requested to participate in the debate competition to know the skills how to make logical argument on the proposed topics.
到達目標　【日本語】
到達目標　【英語】
授業の内容や構成
Day 1: Organisation of the company and Corporate Governance
(1) Case Study : Sogo Shosha
Visit Mitsui & Co’s HP and study its History and Roots.
Having reviewed its Corporate Profile, organization chart and Articles of Incorporation, point out anything unique which you have noticed about this company.
(2) Decision-making process
Most of Japanese companies have the traditional decision-making process– Ringi.
What is Ringi?.
Discuss merit and demerit
(3) Corporate Governance
What happens with Nissan?
Referring to G20/OECD Principles of Corporate Governance (2015), discuss what the corporate governance is?
Current discussion in Japan on Corporate Governance – Japan’s Corporate Governance Code
Options of corporate governance framework: US v Japan; What with your country?

Day 2: Corporate Wrongdoing and Compliance
(1) Recent corporate wrongdoings in Japan
Recent news about the wrongdoings committed by various Japanese companies
Case Study : Mitsui & Co’s bid rigging scandal relating to the construction of a power station in Kunashiri Ireland. What lesson have we learned from it?
(2) Corporate Wrongdoing relating to the international development
- Bribery and corruption
(3) Whistleblower Protection Act in Japan
Present framework of the Whistleblower Protection Act in Japan and a proposal for its amendment
What is the situation about the whistleblower protection in your country?
(4) Consequences of the corporate wrongdoings
(5) How to prevent occurrence of such wrongdoings

Day 3: Global business activities
(1) Various global business activities
(2) Common law and Civil law
(3) Business Negotiation
(4) Business contracts
Freedom of contracts
Contract formation- offer and acceptance
Once made, a contract is legally binding- What does it mean by legally binding?
Some legal jargons
How to interpret the contractual terms?
Written agreement - Parol Evidence Rule: What is this?
Boiler-plate clauses
(5) Performance of contracts
　Pacta sunt servanda
Force Majeure
(6) Breach of contract
Remedies – damages
Termination of contract
(7) Tax implications
(8) Characteristic elements of intenational sale and purchase contract
UN Convention on Contracts for the International Sale of Goods (CISG)s
Delivery and risk transfer:　INCOTERMS
Payment:　Letter of Credit
Transportation:　Hague-Visby Rule, Hamburg Rule、Rotterdam Rule
Insurance:　SG form v MAR form
(9) Typical infrastructure contract relating to the international development
JICA ODA Engineering, Procurement and Construction Contract

Day 4: Foreign investment
(1) How is your country regulating the foreign investment?
(2) Establishment of offices abroad
Representative offices, braches, subsidiaries
(3) Foreign Joint Venture
Examples of 2 joint venture companies in Italy and Indonesia in which the lecture was personally involved:
Partners problem
How to manage the joint venture company
Shareholdings and number of directors to be designated by each partner
Decision-making process
Dead-lock and withdrawal
Negotiation on the joint venture agreement
Tax treatment
(4) Cross border M&A
Study the process of M&A (See the example of the acquisition of Blue Drinks from Blue Corporation by Red Inc, a problem of Inter-Collegiate Negotiation Competition)
Steps for completing M&A
Due diligence
Price
Rep and warranties
Closing
PAI (Post Acquisition Integration)
(5) Various issues relating to the management of organization abroad

Day 5; Dispute Resolution
(1) Disputes resolution in general
You cannot avoid disputes to be arisen during your business activities. In anticipation of such dispute, you want to provide a dispute settlement clause in the business agreement. Once the dispute occurs, you must negotiate with the other party for amicable settlement. But if you fail to reach an agreement for final settlement, what are you going to do?
The disputes must be settled legally and the parties may agree to an applicable law clause in the agreement. But if there is no such applicable clause, how to decide the applicable laws?
(2) Applicable laws
Applicable law clause in the agreement
If no applicable law clause in the agreement, how should the applicable law be selected?
(3) Disputes resolution
What JICA EPC Contract says about the dispute resolution?
If no dispute resolution clause in the agreement, how should the dispute be settled?
Method of dispute resolution
－Arbitration v Litigation
－Mediation・Conciliation
Litigation
Arbitration
(4) Enforcement of foreign arbitral award and foreign judgment
(5) Role of the lawyers and how to retain them
履修条件・関連する科目
There is no precondition to take this course
成績評価の方法と基準
Presentation 40%, Report 40%, Contribution to the lecture 20%.
Credit is given to C- or C (where applicable) or higher grade for each criterion.
教科書・参考書
Textbooks:
A lecture résumé + PP slides each day
References:
At the commencement of this course, students will be provided a large binder named the Materials in which copies of useful documents and information, case studies, and rules of negotiation and debates are contained.
For further reading, the Materials recommends reference books such as Roger Fisher, William Ury & Bruce Patton, Getting to Yes 2nd ed" (Houghton Mifflin, 1991) for Day 3
課外学習等（授業時間外学習の指示）
注意事項
使用言語
English
授業開講形態等
遠隔授業（オンデマンド型）で行う場合の追加措置