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Course Syllabus

Spring Break Field Course: Doing Business With Latin America

Professors Lidsky (lidsky@law.ufl.edu) & Sokol (sokold@law.ufl.edu)

Class Overview:

This spring break course will be held in Miami. The course explores a number of

practical issues in both inbound and outbound business between the United States and

various Latin American countries. It is taught through some lecture and some document

intensive review with professors and practitioners. The course explores a wide variety of

subjects, including: Social Media in the workplace, data privacy, International licensing,

customs, inbound tax treatment for starting a business in the United States, international

tax planning for M&A tax issues, M&A and joint ventures, antitrust, franchising and

distribution and employment law best practices. Students who have taken Doing

Business In Latin America are not precluded from taking this class (different issues will

be covered).

A website for the course has been created on The West Education Network (TWEN):

http://lawschool.westlaw.com/twen/. The website will host an increasing number of

PowerPoint slides and other course materials as the semester progresses.

Class Organization and Conduct:

We will have one day of transactional lecture at Greenberg Traurig (Monday) and one

day of litigation lecture at Boeis Schiller (Tuesday). We also will have a visit in-house to

get that perspective on Wednesday. We are planning a UF alumni reception (to be

confirmed) on Thursday evening and a job fair on Friday (to be confirmed). Potentially,

we may have someone come to Gainesville to guest lecture for an hour on an important

Latin American business issue (to be confirmed).

Note: We will have an informational meeting the second Thursday of school at

12pm in Room 180 to go over logistical details.

Grading:

You will be asked to offer a legal analysis of the following Harvard Business School case

study - https://hbr.org/product/delta-air-lines-the-latin-america-contact-center-

d/an/TB0127-PDF-ENG. We will get you a special discount for the case study but you

will need to purchase it for $4. That is the only cost for course materials though there

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will be lodging, travel and miscellaneous expenses costs in Miami. Your exam analysis

will be not more than 1,000 words (not including your name) and will be due the last day

of the exam period by 12pm that day.

Disability Syllabus Statement:

The University of Florida is committed to providing equal educational access to students

with disabilities. As you are developing and/or updating your syllabi for the spring

semester, please take a moment to review the university’s “Policy on Course Syllabi”

which specifies the inclusion of the following recommended statement related to

accommodations for students with disabilities:

“Students with disabilities requesting accommodations should first register with the

Disability Resource Center (352-392-8565, www.dso.ufl.edu/drc/) by providing

appropriate documentation. Once registered, students will receive an accommodation

letter which must be presented to the instructor when requesting accommodations.

Students with disabilities should follow this procedure as early as possible in the

semester.”

A disability syllabus statement serves to open the lines of communication between an

instructor and a student by making the student feel included when approaching an

instructor regarding accommodation needs and/or disability-related concerns.

Additional resources for faculty can be found on the Disability Resource Center’s

Instructor Resources webpage (https://www.dso.ufl.edu/drc/faculty/resources-for-

instructors). Please contact the Disability Resource Center at 352-392-8565 or via e-mail

at accessuf@dso.ufl.edu if you have any questions.

Class sessions:

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Transactional Day Agenda

Morning Session: Background on Latin America (9:00am-12:00pm) Greenberg

Traurig

I. REGIONAL OVERVIEW

A. A Historical Understanding of Latin America, and Why It is Important to

Being a LatAm Lawyer.

A Tale of Two Latin Americas

Lack of Integration

1. MILA (Mercado Integrado Latinoamericano)

B. Mexico

“The U.S. Sneezes & Mexico Catches a Cold”

C. Central America

Costa Rica

Panama

El Salvador

Guatemala

Honduras

Nicaragua

Belize

D. Venezuela

Foreign Exchange Controls, Inflation, Expropriation

E. Colombia

Pre- and Post-Narco Wars

F. Ecuador

G. Peru

The Advantage of Being Investment Grade

1. Infrastructure Development

H. Bolivia

I. Paraguay

J. Chile

K. Uruguay

L. Argentina

Pre- and Post-Default

M. Brazil

Success, Growth, Bureaucracy & Corruption

N. Caribbean

English-speaking Caribbean

1. Jamaica

2. Trinidad & Tobago

3. Offshore Jurisdictions (Cayman Islands & British Virgin

Islands)

Spanish-speaking Caribbean

1. Cuba

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2. Dominican Republic

3. Puerto Rico

French-speaking Caribbean

1. Haiti

II. M&A IN LATIN AMERICA – AN OVERVIEW

A. Why would a Latin American M&A deal get done under U.S. law?

Sample Deal: Bancolombia (Colombia) acquires Banagricola (El

Salvador) for US$900 million.

1. Dispute Resolution

2. Rule of Law

3. Legal Certainty

4. Local Law Considerations

a. Flexibility: U.S. Law vs. Local Law

b. Enforcement: Non-Competes & Other

Troublesome Covenants

B. Why is New York law so prevalent?

GOL Sec. 5-1401 & Sec. 5-1402

Financing Transactions

1. CPLR Sec. 3213

C. Local Counsel

Selecting Counsel

1. U.S. Law Practice vs. Foreign Law Firms

A Difference with a Distinction: Common Law vs. Civil Law

III. QUESTIONS & ANSWERS

Afternoon Session: Getting the Deal Done (1:00pm-4:00pm)

IV. DEAL STRUCTURE: TAX PLANNING

A. Sample Deal: Arcos Dorados (BVI) acquires 1,600 McDonald’s

Restaurants in 19 jurisdictions in Latin America and the Caribbean for

US$700 million.

B. Overview of Global Tax Issues

Dividend/Interest Withholding Taxes

Transfer Pricing

CFCs, PFICs, and other Acronyms

Eliminating “Leakage”

C. “Blacklist” Jurisdictions

D. Common Latin American Structures

The Spanish ETVE

The Dutch Structure

V. DEAL STRUCTURE: REGULATORY

A. Sample Deal: Launch of Volaris (Mexican Airline)

B. Restrictions on Foreign Ownership

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C. Antitrust/Competition Requirements

VI. DUE DILIGENCE

A. The Process

B. Major Areas

Corporate

Financial

Litigation

Environmental

Contracts

1. Suppliers

2. Customers

Labor & Employment

Real Estate

Tax

Regulatory

C. Foreign Corrupt Practices Act (FCPA)

VII. DOCUMENTING THE DEAL

A. The Term Sheet

Purpose

Non-Binding. . . are you sure?

Important Terms

1. Parties

2. Structure

3. Material Terms

B. The Purchase Agreement – Structure

Asset Purchase vs. Share Purchase in Latin American Deals

Who drafts?

C. Material Provisions of the Purchase Agreement

Purchase Price

Deliverables

1. Local Documents

Representations & Warranties

1. Corporate

Conditions to Closing

Indemnification

1. Who indemnifies?

2. Escrow, Holdbacks, and R&W Insurance

3. Survival Periods

a. General Matters

b. Fundamental Matters

c. Recent Caselaw

4. Baskets & Deductibles

5. Caps

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D. Securities Laws Considerations

VIII. NON-M&A CONTRACTING

A. Franchise Agreements

B. Distribution Agreements

Special Laws Protecting Distributors

C. Supply Agreements

D. Consultants or Employees?

IX. QUESTIONS & ANSWERS

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Day 2

Boies Schiller & Flexner

Morning Session on Cuba (9:00am-12:00pm)

I. BRIEF HISTORICAL & CONTEXTUAL OVERVIEW

A. Historical Overview of the Embargo

Late 1800s.

Cuban Revolution of 1959.

What led to the initial embargo in 1960?

1. Russia’s Involvement

Embargo in the 1960s

Codification of the Embargo

Trade Sanctions Reform Act

Relevant U.S. Regulatory Bodies

B. Currency in Cuba

Introduction of the dollar in 1993

Introduction of the Cuban Convertible Peso in 2004

Economic Apartheid

Attempts of Unification of Currency

II. COMMERCIAL TRANSACTIONS WITH CUBA

A. Permitted Commercial Transactions With Cuba

U.S. Nationals May Export Certain Agricultural Commodities to Cuba

Authorized Exporters of Goods May Engage in Travel-Related Activities

in Cuba

Authorized Exporters of Goods May Maintain Bank Accounts in Cuba

for purposes of engaging in Travel-Related Transactions

Authorized Exporters of Goods May Establish and Maintain a Physical

Presence in Cuba

Payment

B. Prohibited Commercial Transactions With Cuba

C. Companies Engaging in Commerce With Cuba Today

Tyson Foods

Archer Daniels Midland

Cargill

Air B&B

MasterCard

III. RISK TO FOREIGN INVESTORS

A. Lack of Transparency & Lack of Due Process

Canadian Investor Jailed & His Assets Expropriated

Two British Investors Jailed on Alleged Corruption Charges

B. Monopoly Over Foreign Business Deals in Cuba

Monopoly on Investments

Cuban Investment Act

Doing Business With The Cuban Government

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Law Firms

C. Poor Infrastructure in Cuba:

Poor physical infrastructure

Grossly undeveloped banking

Lack of widespread or reliable internet connection

D. U.S. Embargo Still In Place

E. Reputational Harm

IV. A CONCRETE EXAMPLE OF DOING BUSINESS IN CUBA: CARGILL

A. Cargill in Cuba

B. Challenges Cargill Faces in Cuba.

Restrictions on Financing Food Sales

Cumbersome Payment Process

Difficult to Travel for Discharge/Loading Related Issues

V. WHAT CAN CUBA DO TO ATTRACT MORE FOREIGN INVESTMENTS?

A. Strengthen Property & Contract Rights

B. Transparency & Due Process

C. Unify the Currency

D. Improve its Infrastructure

E. Create and Foster Reliable Dispute Resolution Systems

VI. WHAT’S ON THE HORIZON FOR CUBA?

A. Spike in Tourism

B. Florida Bar’s Cuba Trip

VII. CONCRETE EXAMPLE OF NEW BUSINESS VENTURES IN CUBA:

The cruise line giant, Carnival, is going to Cuba. General Counsel, Arnaldo Perez

discusses how this major United States corporation approached this new venture.

VIII. QUESTIONS & ANSWERS

Afternoon Session: The Chevron Example (1:00pm-4:00pm)

I. RULE OF LAW

A. Introduction: Fostering the Rule of Law:

ABA

ABA’s Rule of Law Core Principles

ABA’s Judicial Reform Program

World Justice Project

What effective Rule of Law helps reduce

B. What is the Rule of Law?

Definition and Importance of Application

Rule of Law Factors

C. The Role of Judges and Courts in Rule of Law.

D. The Legal Fraud Perpetrated on Chevron is the Perfect Example of the What Will

Happen When The Rule of Law is Not Respected

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II. THE “FRAUD OF THE CENTURY”: CHEVRON IS THE VICTIM IN A

COMPLETE BREAKDOWN IN OF THE RULE OF LAW IN ECUADORIAN

COURTS/GOVERNMENT

A. The Fraud Perpetrated Against Chevron is the Ideal Case Study.

B. Brief History of the Lago Agrio Facts

C. Procedural History in Ecuador

D. Subsequent Evidence Discovered by Chevron

III. THE RICO RULING IN THE S.D.N.Y

A. Judge Kaplan’s Ruling

B. Donziger and the LAPs Obtained the Lago Agrio Judgment by Fraud

IV. JUDGE KAPLAN’S KEY FINDINGS IN THE RICO CASE:

A. Judicial Coercion

Ghostwriting the Expert Report

Ghostwriting the Judgment

LAPs Wrote the Judgment

Zambrano Did Not Write the Judgment

B. No Country Respecting the Rule of Law Will Enforce the Lago Agrio

Judgment

C. Voluminous Evidence Supports Judge Kaplan’s Decision

D. Donziger and Those He Directed Committed Criminal Acts to Obtain the

Lago Agrio Judgment

V. BIT and Enforcement Actions:

A. BIT Arbitration

B. Enforcement Actions

VI. DUE PROCESS OF LAW—NECESSARY TO ATTRACT FOREIGN INVESTMENT

A. What is Due Process?

B. Due Process and the Chevron Example

C. Comparison of the RICO action and the Lago Agrio Action to illustrate violations of

due process and the “rule of law”

D. Revisit the ABA and WJP initiatives to expand the Rule of Law to other countries

VII. IMPACT OF THE CHEVRON JUDGMENT ON BUSINESS AND INVESTMENT IN

ECUADOR AND LATIN AMERICA

A. Impact

B. Ecuador’s Continued Attempt to Enforce the Lago Agrio Judgment

C. International Arbitration

VIII. HOW BUSINESS DECISIONS ARE INFLUENCED BY THE RULE OF LAW

A. Level of risk in business decisions

B. Businesses all have significant assets to protect

C. The “rule of law” is the foundation underlying all economic activity and business

decisions

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D. Even before a business considers the pure business aspect of its decisions, it must

consider the “rule of law”

IX. SOME BASIC RULE-OF-LAW QUESTIONS INCLUDE:

A. Adequate body of law

B. Law’s protection of business investments

C. Will there be fair and impartial courts

D. Protection of due process

X. CONSIDERATIONS TO STRENGTHEN THE RULE OF LAW—THE CHEVRON

EXPERIENCE

XI. ETHICAL CONSIDERATION IN THE CHEVRON EXAMPLE

XII. RULE OF LAW AND DUE PROCESS CONCERNS IN CUBA

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Litigation Day Agenda

Morning Session on Cuba (9:00am-12:00pm) Boies, Schiller & Flexner

I. BRIEF HISTORICAL & CONTEXTUAL OVERVIEW

A. Historical Overview of the Embargo

Late 1800s.

Cuban Revolution of 1959.

What led to the initial embargo in 1960?

1. Russia’s Involvement

Embargo in the 1960s

Codification of the Embargo

Trade Sanctions Reform Act

Relevant U.S. Regulatory Bodies

B. Currency in Cuba

Introduction of the dollar in 1993

Introduction of the Cuban Convertible Peso in 2004

Economic Apartheid

Attempts of Unification of Currency

II. COMMERCIAL TRANSACTIONS WITH CUBA

A. Permitted Commercial Transactions With Cuba

U.S. Nationals May Export Certain Agricultural Commodities to

Cuba

Authorized Exporters of Goods May Engage in Travel-Related

Activities in Cuba

Authorized Exporters of Goods May Maintain Bank Accounts in

Cuba for purposes of engaging in Travel-Related Transactions

Authorized Exporters of Goods May Establish and Maintain a

Physical Presence in Cuba

Payment

B. Prohibited Commercial Transactions With Cuba

C. Companies Engaging in Commerce With Cuba Today

Tyson Foods

Archer Daniels Midland

Cargill

Air B&B

MasterCard

III. RISK TO FOREIGN INVESTORS

A. Lack of Transparency & Lack of Due Process

Canadian Investor Jailed & His Assets Expropriated

Two British Investors Jailed on Alleged Corruption Charges

B. Monopoly Over Foreign Business Deals in Cuba

Monopoly on Investments

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Cuban Investment Act

Doing Business With The Cuban Government

Law Firms

C. Poor Infrastructure in Cuba:

Poor physical infrastructure

Grossly undeveloped banking

Lack of widespread or reliable internet connection

D. U.S. Embargo Still In Place

E. Reputational Harm

IV. A CONCRETE EXAMPLE OF DOING BUSINESS IN CUBA: CARGILL

A. Cargill in Cuba

B. Challenges Cargill Faces in Cuba.

Restrictions on Financing Food Sales

Cumbersome Payment Process

Difficult to Travel for Discharge/Loading Related Issues

V. WHAT CAN CUBA DO TO ATTRACT MORE FOREIGN

INVESTMENTS?

A. Strengthen Property & Contract Rights

B. Transparency & Due Process

C. Unify the Currency

D. Improve its Infrastructure

E. Create and Foster Reliable Dispute Resolution Systems

VI. WHAT’S ON THE HORIZON FOR CUBA?

A. Spike in Tourism

B. Florida Bar’s Cuba Trip

VII. CONCRETE EXAMPLE OF NEW BUSINESS VENTURES IN CUBA:

The cruise line giant, Carnival, is going to Cuba. General Counsel, Arnaldo Perez

discusses how this major United States corporation approached this new venture.

VIII. QUESTIONS & ANSWERS

Afternoon Session: The Chevron Example (1:00pm-4:00pm)

XIII. RULE OF LAW

A. Introduction: Fostering the Rule of Law:

ABA

ABA’s Rule of Law Core Principles

ABA’s Judicial Reform Program

World Justice Project

What effective Rule of Law helps reduce

B. What is the Rule of Law?

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Definition and Importance of Application

Rule of Law Factors

C. The Role of Judges and Courts in Rule of Law.

D. The Legal Fraud Perpetrated on Chevron is the Perfect Example of the What

Will Happen When The Rule of Law is Not Respected

XIV. THE “FRAUD OF THE CENTURY”: CHEVRON IS THE VICTIM IN A

COMPLETE BREAKDOWN IN OF THE RULE OF LAW IN ECUADORIAN

COURTS/GOVERNMENT

A. The Fraud Perpetrated Against Chevron is the Ideal Case Study.

B. Brief History of the Lago Agrio Facts

C. Procedural History in Ecuador

D. Subsequent Evidence Discovered by Chevron

XV. THE RICO RULING IN THE S.D.N.Y

A. Judge Kaplan’s Ruling

B. Donziger and the LAPs Obtained the Lago Agrio Judgment by Fraud

XVI. JUDGE KAPLAN’S KEY FINDINGS IN THE RICO CASE:

A. Judicial Coercion

Ghostwriting the Expert Report

Ghostwriting the Judgment

LAPs Wrote the Judgment

Zambrano Did Not Write the Judgment

B. No Country Respecting the Rule of Law Will Enforce the Lago Agrio

Judgment

C. Voluminous Evidence Supports Judge Kaplan’s Decision

D. Donziger and Those He Directed Committed Criminal Acts to Obtain the

Lago Agrio Judgment

XVII. BIT and Enforcement Actions:

A. BIT Arbitration

B. Enforcement Actions

XVIII. DUE PROCESS OF LAW—NECESSARY TO ATTRACT FOREIGN

INVESTMENT

A. What is Due Process?

B. Due Process and the Chevron Example

C. Comparison of the RICO action and the Lago Agrio Action to illustrate

violations of due process and the “rule of law”

D. Revisit the ABA and WJP initiatives to expand the Rule of Law to other

countries

XIX. IMPACT OF THE CHEVRON JUDGMENT ON BUSINESS AND

INVESTMENT IN ECUADOR AND LATIN AMERICA

A. Impact

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B. Ecuador’s Continued Attempt to Enforce the Lago Agrio Judgment

C. International Arbitration

XX. HOW BUSINESS DECISIONS ARE INFLUENCED BY THE RULE OF LAW

A. Level of risk in business decisions

B. Businesses all have significant assets to protect

C. The “rule of law” is the foundation underlying all economic activity and

business decisions

D. Even before a business considers the pure business aspect of its decisions, it

must consider the “rule of law”

XXI. SOME BASIC RULE-OF-LAW QUESTIONS INCLUDE:

A. Adequate body of law

B. Law’s protection of business investments

C. Will there be fair and impartial courts

D. Protection of due process

XXII. CONSIDERATIONS TO STRENGTHEN THE RULE OF LAW—THE

CHEVRON EXPERIENCE

XXIII. ETHICAL CONSIDERATION IN THE CHEVRON EXAMPLE

XXIV. RULE OF LAW AND DUE PROCESS CONCERNS IN CUBA

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In House agenda (Wednesday 10am-12pm) - Ryder

Logistics

Financing

Employment

Homeland Security

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Optional background readings:

Corporate

Anatomy of a deal: the role of transactional lawyers

Ronald J. Gilson, Lawyers as Transaction Cost Engineers, in The New Palgrave

Dictionary of Economics and the Law (Peter Newman ed., 1998).

Rubén Kraiem, Leaving Money on the Table: Contract Practice in a Low-Trust

Environment, 42 Colum. J. Transnat’l L. 715 (2003-2004).

Comparative contract law and style

E. Allan Farnsworth, A Common Lawyer’s View of His Civilian Colleagues, 57 La.

L. Rev. 227 (1996).

Boilerplate Clauses, International Commercial Contracts and the Applicable Law

(Giuditta Cordero-Moss ed., 2011) (chapter 1 and conclusion).

Mariana Pargendler, The Role of the State in Contract Law and

Enforcement: Making Sense of Common-Civil Law Divergences (Working Paper,

2016).

Dispute resolution and deal structure

Robert E. Scott & George G. Triantis, Anticipating Litigation in Contract Design,

115 Yale L. J. 814 (2006) (selected excerpt: pp. 816-839).

John Armour & Caroline Schmidt, Layers of Legality: Building Enforcement

Capacity for Brazilian Corporate Law, 20 Rivista di Diritto Pubblico Italiano,

Comparato, Europeo 1 (2014).

Érica Gorga & Michael Halberstam, Litigation Discovery and Corporate

Governance: The Missing Story About the “Genius of American Corporate Law,”

63 Emory L. J. 1383 (2014) (selected excerpt: pp. 1482-1487).

George Triantis, Case Study on Brazilian Bankruptcy Reorganization

Addressing legal and exogenous risks

Christiane Leles Rezende & Decio Zylbersztajn, Pacta Sunt Servanda versus the

Social Role of Contracts: The Case of Brazilian Agriculture Contracts, 22 RESR

207 (2012).

Érica Gorga, The Impact of the Financial Crisis on Nonfinancial Firms: The Case of

Brazilian Corporations and the ‘Double Circularity’ Problem in Transnational

Securities Litigation, 16 Theoretical Inq. L. 131 (2015).

Concentrated ownership and deal structure

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Alexander Dyck & Luigi Zingales, Private Benefits of Control: An International

Comparison, 59 J. Fin. 537 (2004) (selected excerpt: pp. 537-544).

Ronald J. Gilson, Controlling Family Shareholders in Developing Countries:

Anchoring Relational Exchange, 60 Stan. L. Rev. 633 (2007) (selected excerpt: pp.

633-645).

Mariana Pargendler, Corporate Governance in Emerging Markets, in Oxford

Handbook of Corporate Law and Governance (Jeffrey N. Gordon and Wolf-Georg

Ringe eds., 2016).

Susan Perkins, Randall Morck & Bernard Yeung, Innocents Abroad: The Hazards

of International Joint Ventures with Pyramidal Group Firms, 4 Global Strategy

Journal 310 (2014).

Dealing with the state

Mariana Pargendler, Aldo Musacchio & Sérgio Lazzarini, In Strange Company: The

Puzzle of Private Investment in State-Controlled Firms, 46 Cornell Int’l L. J. 569

(2013).

Mariana Pargendler, Governing State Capitalism: The Case of Brazil, in Chinese

State Capitalism and Institutional Change: Domestic and Global Implications

(Benjamin Liebman & Curtis J. Milhaupt eds., 2015).

Litigation

1. Cuban Assets Control Regulations Overview, 31 No.3 Corp Couns. Quarterly

ART 4, Vol. 31, 3 (July 2015).

2. Miller Marc, Navigating the Unchartered Waters of Doing Business in Cuba,

Jones Lang LaSalle (June 2015): http://www.jllblog.com/florida/wp-

content/uploads/2015/06/Special-Report_Cuba_JLL.pdf

3. Bader Donna, Interested in Doing Business in Cuba, 57 May Orange County Law

22 (May 2015):

http://www.virtualonlineeditions.com/article/Interested_In_Doing_Business_In_C

uba%3F/1987872/255311/article.html

4. Cuba’s Currency: Double Trouble, the Economist (Oct. 23, 2013) at:

http://www.economist.com/blogs/americasview/2013/10/cubas-currency

5. Coates Mike, What You Need To Know If You’re Considering Doing Business in

Cuba, FORBES (Nov. 19, 2015): Available at Forbes.com

6. Rafael Castillo-Triana, Managing the Risks of Doing Business in Latin America,

The Alta Group (Sept. 2004):

http://www.thealtagroup.com/files/Managing_the_risks_LAR.pdf

7. Myron Brilliant, Latin America’s Future Depends on the Rule of Law, The Daily

Caller (Mar. 1, 2010): http://dailycaller.com/2010/03/01/latin-

america%E2%80%99s-future-depends-on-the-rule-of-law/

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8. U.S. Court Declares Ecuador Judgment Against Chevron Corp. Fraudulent,

Unenforceable (Mar. 4, 2014):

http://www.chevron.com/chevron/pressreleases/article/03042014_uscourtdeclares

ecuadorjudgmentagainstchevroncorporationfraudulentunenforceable.news

9. International Arbitration Tribunal Finds Chevron Not Liable for Environmental

Claims in Ecuador (Sept. 18, 2013):

http://www.chevron.com/chevron/pressreleases/article/09182013_internationalarb

itrationtribunalfindschevronnotliableforenvironmentalclaimsinecuador.news

10. Clifford Krauss, Big Vistory for Chevron Over Claims in Ecuador, The New

York Times (Mar. 4, 2014):

http://www.nytimes.com/2014/03/05/business/federal-judge-rules-for-chevron-in-

ecuadorean-pollution-case.html

11. ABA Rule of Law Imitative:

http://www.americanbar.org/advocacy/rule_of_law.html

12. World Justice Project: http://worldjusticeproject.org/

13. World Justice Project, Rule of Law Index: http://worldjusticeproject.org/rule-of-

law-index

14. The Facts About the Legal Fraud of the Century:

http://www.chevron.com/documents/pdf/ecuador/ecuador-lawsuit-fact-sheet.pdf

15. Ecuador’s High Court Ignores Fraud, Upholds Judgment Against Chevron:

http://www.chevron.com/chevron/pressreleases/article/11132013_ecuadorshighco

urtignoresfraudupholdsjudgmentagainstchevron.news

16. Ecuador Lawsuit: http://www.chevron.com/ecuador/ (This page contains three

minute video that describes the legal fraud of the century and the infamous video

of Donziger saying that facts do not exists, but are created.)

17. Second Interim Award on Interim Measures:

http://www.chevron.com/documents/pdf/ecuador/SecondTribunalInterimAward.p

df

18. “Crude Reality: Ecuador’s Indigenous Population”

http://theamazonpost.com/crude-reality-ecuadors-indigenous-population/

19. “Donziger’s Own Experts Admit to Fabricating Scientific Evidence”

http://theamazonpost.com/science-fiction-plaintiffs-own-experts-admit-case-has-

no-merit/

20. “Crude Reality: Plaintiffs’ Cancer Claims” http://theamazonpost.com/crude-

reality-plaintiffs-cancer-claims/

21. Corruption: Threats , Bribery, False Evidence: The Plaintiffs’ Corrupt Lawyers:

http://theamazonpost.com/threats-bribery-false-evidence-the-plaintiffs-corrupt-

lawyers/

22. The hubris of Steven Donziger: ‘Something You’d Never Do in the U.S’–Crude

Film Outtake: http://theamazonpost.com/something-youd-never-do-in-the-u-s-

crude-film-outtake/

23. Chevron’s statement on the LAP’s attempt to enforce the fraudulent judgment in

Brazil; http://theamazonpost.com/chevron-statement-on-brazilian-ecuador-

judgment-enforcement-action/

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24. Chevron’s statement on the LAP’s attempt to enforce the fraudulent judgment in

Argentina; http://theamazonpost.com/plaintiffs-lawyers-evade-u-s-courts-again-

attempt-to-launder-fraudulent-ecuador-judgment-in-argentina/

25. Chevron’s statement on the LAP’s attempt to enforce the fraudulent judgment in

Canada and a recent appellate ruling in that case :

http://theamazonpost.com/chevrons-statement-with-regard-to-the-supreme-court-

of-canadas-decision-in-the-chevron-corp-v-yaiguaje-case/

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Day 3

Agenda

Doing Business with Latin America –

Ryder System, Inc. In-house Counsel Perspective

March 2, 2016 10:00 a.m. – Noon

1. Introductions Bob Fatovic 10:00 – 10:05 EVP & Chief Legal Officer Professor Lyrissa Lidsky 2. Ryder Company Overview Bob Fatovic 10:05 – 10:20 a. History b. Product Lines c. Strategy/Geographies d. Law Department Role 3. Bribery & Corruption – Bill Anderson 10:20 – 11:05 How to Effectively Identify and Group Director Manage Compliance Risk Int’l Safety & Security When Doing Business Abroad

a. Anti-corruption Legislation Celeste Bailey b. Corporate Policies & Programs Vice President & c. Impact on Individuals & Company Chief Compliance Officer d. Corruption Dos and Don’ts e. Trusted Trader Programs

4. Joint Ventures, Acquisitions & David Beilin 11:05 – 11:25 Dispositions Abroad Associate General Counsel

a. Personal Liability of Directors in Latin America b. Employment Claims & Considerations c. Strategies for Day-to-Day Control of Business d. Exit Strategies/Restrictions on transfers e. Exclusivity/Competition with the Business

5. Negotiating & Contracting with Latin America Kim Gerber 11:25 – 11:55

a. Tax & Inter-company items Assistant General Counsel b. Foreign Exchange (Fx) & Currency Issues c. Language & Translation Issues Dan Green d. Negotiating Liabilities & Damages Assistant General Counsel e. Use of Electronic Signatures f. Working with Outside Counsel g. Cultural differences in Negotiating & Contracting

Foreign Enrichment: Business and Legal Enviornments in Latin America Fall 2015

Sokol