The course description on International Contracts says it will delve into the interplay between different legal systems. "Over the course of these sessions, we will have the opportunity to work with some of the documents and issues arising when contracts are used in deals involving more than one legal system," the text says. It then poses several hypothetical situations, including the following:
"Perhaps your deal falls apart in the negotiation stage, before a final agreement is reached. Could your client be held liable under a common-law approach? What about the civil law?"
"In an arbitration matter, you realize that the whole dispute can be traced back to a poorly-drafted agreement. While it won't help your client this time, your sudden realization emphasizes the importance of proper drafting to make sure these problems don't happen in future deals."
Professor Marsden earned his J.D. from the University of California's Hastings College of the Law, a Diploma in Advanced International Legal Studies from the University of the Pacific's McGeorge School of Law and a Bachelor of Arts degree from the University of California at Irvine. He is a member of the California State Bar and the Ilustre Colegio de Abogados in Madrid. Before arriving at Miami Law, Professor Marsden answered a few questions from Vaishali Desai, a Post-Graduate Student Services Fellow:
Why did you choose to teach at Miami Law?
"It was actually one of the Miami Law faculty, Professor Fred McChesney, who after one of his visits to IE Law School in Madrid suggested that UM students might be interested in a course on International Contracts. From there we started planning and preparing, and we're now ready to begin this short course with a full roster."
What are you most looking forward about teaching at Miami Law?
"I see Miami as a city that forms a bridge between the U.S., Latin America, the Carribbean, and to some degree Europe. This is reflected in the diversity of the UM student body and their interest in the practice of law in an international environment. I'm looking forward most to meeting the students and working with them over the week of this course."
What can a Miami Law student hope to get out of your class?
"Most importantly, a chance to apply some of the knowledge from Contract Law to a variety of situations, each involving an international aspect. Then, a realization that contract clauses are just one way of managing risk in an international deal, and that other tools are at hand in how the deal is structured and how risk can be divided up and distributed to other players. And hopefully, the chance to start off in international practice a bit farther along the learning curve than I did back in the day!"
What is your most memorable teaching experience?
"A couple years ago I taught Negotiation at Facultad Libre de Derecho in Monterrey, Mexico. It's an undergraduate law school and the students were in their first semester, so they were around 18 or 19 years old. I was a bit apprehensive, as I had previously taught this subject to MBA and LL.M students. To my surprise, this was one of the best experiences I have had in the classroom. The students had all the enthusiasm and energy of teenagers, plus the key factor that they all wanted to be in my class."
Where is the coolest place you've gotten to travel? Either as a result of teaching or personal travel.
"It's a hard choice to make, but I have to say that I was really impressed by Istanbul. I was asked to give a talk to a group from our Alumni Club in Turkey and found it to be an amazing place, which really gives the sensation of a meeting of East and West. You find modern Europe side-by-side with Ottoman palaces and Byzantine mosaics. I hope to get back there some time."
Please give us one fun fact about yourself.
"After more than two decades overseas, I'm spending more and more time exploring and photographing the mountains and deserts of our western United States. So many dirt roads, so little time..."
What was the most interesting case you ever worked on?
"An ICC arbitration in Paris where my client kept complaining bitterly that the other side (a publicly-traded corporation with its headquarters in New York) was highly unethical, a bunch of crooks, etc. Clients are always talking trash about the other side in a dispute; as a lawyer you need to put it aside and focus on the law and the facts. We counterclaimed, got a very favorable award from the arbitrators, collected our legal fees and moved on.
A few years later, I was surprised to find that the US corporation had been raided as part of a major fraud investigation. Eleven top executives were indicted, including two who had been on the other side of the table in our arbitration hearings. The General Counsel sang like a canary, then pled guilty to federal tax charges, while the CEO fled the United States to avoid prosecution. According to the U.S. Postal Inspection Service, he's still at large with a $100,000 reward for information leading to his arrest and conviction."
What do you consider your greatest contribution to the field?
"I'm most proud of being part of the shift in legal education away from the previous model of a purely local endeavor, focused on teaching domestic law to students from one particular jurisdiction. Until quite recently, there were very few opportunities for law students to gain international experience. The change began with study-abroad programs, and has progressed to include international moots, dual-degree and double-degree graduate law programs, clinics, service learning and internships. Law schools worldwide are actively seeking new ways to position their students in the global legal marketplace. It has really been a privilege to have played even a small part in this change."
What kind of jobs are there for aspiring young attorneys in your field?
"Even taking Spain's battered economy as an example, with overall unemployment of nearly 30%, our law graduates are still finding jobs. We're long past the pre-2007 glory days when everyone had a job midway through spring semester before graduation, but firms and legal departments still need skilled new attorneys. Some of the trends I have seen over the past couple years are:
- Job searches are taking longer than they did in the past.
- Some of our International LLM graduates are going far afield to find jobs. Several have ended up in Beijing, others in Brazil, Macau or the Persian Gulf.
- Employers are still seeking traditional qualities in their new hires: strong academics, solid writing skills, willing, personable and ambitious, with internship or clerkship experience.
- International experience, multiple bar qualifications and languages are definitely a plus, but graduates need to remember that a successful international lawyer is primarily a successful lawyer in his or her own jurisdiction. 'International' skills are the icing on the cake."
What do you consider the burning issues in your field for the next five years and beyond?
"For international business practitioners, I think the next few years will see continued domestic and international efforts towards reducing corruption in international transactions. Where the current focus is on bribery of foreign officials, I believe the next focus will be on private-party bribery, such as kickbacks paid to purchasing managers in private enterprise. Enforcement will increase along both lines as governments realize the potential revenues to be gained from criminal and civil sanctions in international corruption cases.
All of this points to the growing importance of the anti-corruption field to new international practitioners. New attorneys might expect to spend an increasing amount of time dealing with these issues, and in particular in designing, managing and supervising compliance programs, in an effort to reduce liability for possible violations of anti-corruption laws."
