Syllabus: Foreign Enrichment: Business and Legal Environments in Latin America

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LAW 6930 (2 credits)
Section 083D
Fall 2015
Monday, Tuesday, Thursday
4:00-5:20 p.m.
Holland 359

General Overview

This two-credit course will be taught in a condensed schedule of twenty (20) sessions of seventy (70) minutes in order to accommodate the busy schedules of the practitioners who will bring us their considerable experience. It will start on Tuesday, September 8, 2015 and end in October, 2015.

The course will start with an orientation and overview by Professor Pedro A. Malavet. The substance of the course will be taught by three outstanding professors with extensive practice experience in Latin America, whose short bios are included below.

Our first visitor, Professor Hugo Hurtado, a tax partner at Deloitte Touche Chile (http://www2.deloitte.com/cl/es.html#), will start teaching that Thursday, September 10 and will teach the entire week that follows. Prof. Hurtado has an LLM and SJD from our Tax Program. He is followed by Prof. Walter Keiniger, a tax partner in Marval O’Farrell (http://www.marval.com), the largest law firm in Buenos Aires, Argentina. He also holds an LLM from our Tax program. He will teach from September 21 to September 29. Our final visitor is Professor Javier Tous, a professor at the Universidad del Norte in Barranquilla, Colombia (http://www.uninorte.edu.co/). He will teach from October 5 to October 15.

Professor Hurtado will teach units on the general legal challenges of foreign direct investment in Latin America, especially the tax consequences and how tax treaties may apply; he will focus on the US-Chile tax treaty to illustrate the challenges of tax-planning when engaged in direct foreign investment. Professor Keiniger will teach about doing business generally, and direct investment in particular in Latin America, focusing on Argentina. He will discuss the challenges of complex international business contracts and adjusting to local laws and regulations, with special focus on currency exchange, profit-repatriation and local reinvestment and taxation rules.  Professor Tous teaches about the intersection of corporate law and doing business generally with human rights, focusing on Latin America.

The visitors will record some sessions for future viewing in order to make the best use of their time in Gainesville. Levin College of Law Professors Pedro A. Malavet and Daniel Sokol will teach any sessions left open by the visitors.

Generally, the course seeks to enable students to answer a basic series of questions from an American business client wishing to do business in Latin America:

  1. How do you get your money in.
  2. How do you get your money out (or reinvest it for profit).
  3. How do you reduce business risk (legal uncertainty) while you are doing business in a country other than the United States. If pertinent, this should include a discussion of anti-corruption rules.

Each faculty visitor will produce a modest course packet with their readings and these will be distributed through a course Canvas page maintained by Professor Malavet.

Our Enrichment Faculty:

Hugo Hurtado: Teaching September 10 to September 17

Hurtado is Partner in the International Tax Area in the Chilean Tax & Legal Division of Deloitte Touche, one of the Big Four accounting firms. Hurtado advises clients in matters related to both Chilean and international taxation and to reorganization of companies. He also advises on possible purchase and exit structures that may exist in order to identify the most tax efficient one.

Hurtado has more than 12 years of experience in the tax field and is a professor of tax law at Pontificia Universidad Católica de Chile and of International Taxation at Universidad Diego Portales. Additionally, he has been a visiting professor at the Faculty of Law of University of Florida and Washington University in St .Louis. Hurtado  graduated from the Faculty of Law of Pontificia Universidad Católica de Chile, obtained a Master of Laws (L.L.M.) in International Taxation and a Doctorate of Juridical Science (S.J.D.) in Taxation from the University of Florida. He is the author of several writings in English and Spanish on international taxation.

Walter Keiniger: Teaching September 21 to September 29

Keiniger is a partner in Marval O’Farrell, the largest law firm in Buenos Aires, Argentina.

Practice Areas: Tax law. Advises Argentine and non-Argentine individuals and entities in cross-border taxation, inbound and outbound investments, M&As, business restructuring, tax-free reorganizations, real estate projects, etc. Strong background in complex tax litigation. Education: Lawyer - Tax Law specialization, University of Buenos Aires, School of Law; Graduate Tax Program, University of Buenos Aires, School of Economics; Graduate Tax Program (LLM in Taxation), University of Florida, USA. Publications:  Articles in his area of practice. He is usually speaker at tax conferences organized in Argentina and abroad. Awards: Selected as one of Argentine top tax lawyers by Chambers Latin America, Legal 500 and Practical Law Company. Member of the Argentine Fiscal Association and the International Fiscal Association.  He has been appointed as Argentine reporter for the annual Congress of the International Fiscal Association held in Copenhagen in 2013, and panelist for the Regional Latin-American Meeting held in Santo Domingo in 2015.

Javier Tous: Teaching October 5 to October 15

PhD. Candidate in Business and Human Rights from Université Panthéon-Assas (France). Holding a Master in research in Human Rights and Humanitarian Law from the same university. Also Msc in International Organizations and Human Rights Protection from Université Catholique de Lyon (France) and Msc in Human Rights History and Theory Université Pierre Mendès France (France).  Lawyer from Universidad Nacional de Colombia (Colombia). Associated Professor from Universidad del Norte Law Department (Colombia).

Work experience as consultant in international organizations like USAID and The Office of the United Nations High Commissioner for Human Rights. Currently manages some projects and researches about the relation between transnational corporations and human rights in Latin America. 

Course Details

Class materials: A collection of edited texts, The Comparative Method: Legal History and Culture in Comparison, will be available to illustrate the peculiar challenges of studying law that is foreign to the student. But the primary course materials will be distributed later by each faculty visitor.

Recommended Reading: John Henry Merryman and Rogelio Pérez-Perdomo, The Civil Law Tradition, An Introduction to the Legal Systems of Europe and Latin America (3rd ed. 2007).

Assignment Sheets. Specific assignment sheets will be distributed for each visiting faculty member.

Office Hours: Each faculty visitor will be assigned an office and will schedule office hours during the two-week visits.

Web Page and Canvas Course Page. This Syllabus will be posted in the Comparative Law-JD Section of Professor Malavet's web site (http://nersp.osg.ufl.edu/~malavet) for the sake of convenience. Additionally, we will have a Canvas page on the University's eLearning system.

Testing Score:

  1. Each visitor will design their own exam question or project. Exam questions or projects will take into account that there there will be multiple exams or projects for the course.

Grading Generally: When determining your final grades, your testing score may be adjusted as follows:

  1. Minimum participation (20% of the overall grade). Each student will be required to participate in class discussion with each faculty visitor during the semester in order to meet minimum participation requirements. Class participation includes regular attendance and accessing the course materials on Canvas.
  2. Current Grading Scale. The University of Florida follows a letter grade and grade point average system with a maximum letter grade of “A” and a maximum GPA of 4.0. Please visit the University Registrar's site for information on the current grade scale. [https://catalog.ufl.edu/ugrad/current/regulations/info/grades.aspx]
  3. Mandatory Grading Curve for the Levin College of Law. This course is subject to the policies regarding compulsory class means and grade distribution approved by the law faculty and posted in the Academic Policies section of the Dean of Students' page here: http://www.law.ufl.edu/student-affairs/current-students/academic-policies#9

Class Attendance and Conduct: Professors will take attendance in accordance with University of Florida and ABA rules. You must be in class and prepared to participate unless there are extenuating circumstances. Please be on time out of respect for everyone. It is distracting to have people coming in after class starts. Be sure to turn off cell phones and pagers during class. Only in emergency situations should a student respond to these during a class.

Professionalism in the Classroom. Naturally, you are all bound by the Regulations of the University of Florida, University Student Code of Conduct, the College of Law Honor Code and the rules articulated in this syllabus. But more than obeying rules, classroom behavior is about showing proper professionalism expected of future members of the bar.

Sanctions. Absences, tardiness and any other unprofessional conduct will be initially dealt with on a case-by-case basis as a matter of course grading, at the discretion of the instructors. The imposition of disciplinary measures will follow the process provided in the Regulations of the University of Florida, University Student Code of Conduct and the College of Law Honor Code. Serious class disruptions may result in expulsion from the disrupted session. Excessive absences -even if an excuse is offered- may result in administrative removal of the offending student from the course or in a reduction of his/her grade. Absent waiver, other matters will be referred to the pertinent committee or administrative hearing, without prejudice to the instructor's normal grading discretion.

University Policies

Religious Holy Days. Absences due to observance of a religious holy day shall be treated as excused absences. Please inform me via email.

The College of Law’s Policy on Religious Holy Days states: The College of Law respects students’ observance of major religious holidays. If an instructor has an attendance policy limiting the number of absences, reasonable alternative means shall be established by the instructor to satisfy the attendance policy and accommodate the religious obligations of the student.

The University of Florida Policy on Religious Holy Days is as follows: Students, upon prior notification to their instructors, shall be excused from class or other scheduled academic activity to observe a religious holy day of their faith. Students shall be permitted a reasonable amount of time to make up the material or activities covered in their absence. Students shall not be penalized due to absence from class or other scheduled academic activity because of religious observances. If a faculty member is informed of or is aware that a significant number of students are likely to be absent from his or her classroom because of a religious observance, a major exam or other academic event should not be scheduled at that time. A student who is to be excused from class for a religious holy day is not required to provide a second party certification of the reasons for the absence.

Exam Make-up and accommodation. Exam make-ups will be as authorized by the Professor Malavet. Exam accommodation is managed by the Levin College of Law’s Office of Student Affairs. Please visit theOffice of Student Affairs’ page to review the College’s policies in this regard: http://www.law.ufl.edu/student-affairs/current-students/academic-policies#11.

Classroom Accommodation. Students requesting classroom accommodation must first register with the Dean of Students Office. The Dean of Students Office will provide documentation to the student who must then provide this documentation to the professor when requesting accommodation. Students are strongly encouraged to communicate with their professor and with the College of Law’s office of student affairs to ensure that they receive proper accommodation.