1. IBSR Topic 21 Topic 2: Legal Responsibility of Transnational Corporate Groups  is Parent liable for acts of Subsidiary?  under Home or Host country law?  can TNC choose its preferred legal system?  is TNC exposed to multiple jurisdictions? International Business Structures & Regulation Sol Picciotto Law School

2. IBSR Topic 22 Transnational Corporations simplified Parent A State X Home State Y Host branch Subsidiary A-1 State Z Host?

3. IBSR Topic 23 National Jurisdiction over Companies Territorial  where acts take place; constituent elements: sales?  where effects felt  residents: place of central control / management Nationality  state of incorporation / residence / central HQ Prescriptive jurisdiction: claim to regulate Enforcement jurisdiction: power to sanction  location of assets  markets: products; capital - Sarbanes-Oxley Act  visits by directors

4. IBSR Topic 24 Overlap, Conflict or Choice of Jurisdiction? Firm Liable under Laws of  state of incorporation (nationality)  residence (nationality/territory)  place where it does business (territorial) Business Abroad via Subsidiary  Host jurisdiction over Parent?  Home jurisdiction over Subsidiary? Obedience to Local Law  Home state standards higher? Does Overlap Entail Conflict?

5. IBSR Topic 25 Jurisdictional Coordination Civil: Conflicts of Law  Choice of forum: rejection if non conveniens  Choice of Law: contractual?  Judicial Assistance: Jurisdiction & Judgments: Brussels (EU), Hague Service of Process Taking of Evidence  Arbitration: enforcement of awards Criminal / Penal  Extradition: double criminality

6. IBSR Topic 26 Coordination of Regulatory Laws e.g. c ompetition, corporate, labour, consumer, tax higher standards, no conflict? National Treatment in Host State harmonisation? Mutual Assistance in enforcement

7. IBSR Topic 27 Civil Jurisdiction: Liability to be Sued Right to Sue Defendant within jurisdiction Present/doing business: at least branch/office UK: may add foreign defendant if necessary to case: Gillette Forum non conveniens dismissal if other forum more suitable for parties & justice: UK: Spiliada, Lubbe no deference for foreign plaintiffs, US: Piper must show other forum inadequate - Bhopal Brussels (Hague) Jurisdiction & Judgments Convention allocates appropriate jurisdiction other member states must enforce

8. IBSR Topic 28 Can Parent be Sued? Vicarious Liability  lifting the `corporate veil’?  Subsidiary as mere Agent of Parent? Direct Liability  was Parent involved in the activities Presumption for or Against?  separate legal personality  involvement based on central control? Amoco Cadiz

9. IBSR Topic 29 Liability under Home State Law What is Basis of Parent’s Liability? Right to Sue Parent? Forum non conveniens?  is Host state more suitable forum (UK)  is Home state better forum (US)

10. IBSR Topic 210 Bases of Liability - 1 Tort: breach of legal duty  duty of care - negligence  infringement of (intellectual) property rights  breach of statutory duty US: Alien Torts Claims Act  US corporations actions abroad  Actions contrary to international law

11. IBSR Topic 211 Bases of Liability 2: Contract Who is Liable? Party to Agreement Is Parent party to contract? Guarantor? Was Subsidiary Agent? Did Parent provide Guarantee  Letter of Comfort Choice of Law/Forum?

12. IBSR Topic 212 Bases of Liability 3: Regulatory Duties Who is Liable & for What Bribery of Foreign Official payment made by Agent/Employee of Subsidiary Parent/Principal knows/approves of payment complicity: aiding & abetting/conspiracy? Restrictive Business Practices anti-competitive agreements (cartels) abuse of dominant position