By Debra Talcott
Legal News
Study abroad and cultural exchange programs are common offerings at universities. However, students in the International Business Law course at Cooley Law School in Auburn Hills reap some of the benefits and learn some of the same global lessons without ever leaving American soil.
That is because Professor Robert Rothman, instructor of the course, has designed a project that takes students beyond the books and throws them into the “deep end” of international business transactions with students at the Beijing Foreign Studies University Law School.
“The International Business Law course is a general introduction to some of the legal, cultural, and practical issues that students can expect to face when operating internationally in the real world,” says Rothman. “While I could certainly lecture about these issues and tell war stories — and to a certain extent I do — nothing promotes learning in these areas like having the students wrestle with all the issues in the context of a ‘real’ deal for which they are responsible. The BFSU students in China also benefit from being exposed to that strange, foreign, American way of approaching a transaction.”
The exercise accounts for 20 percent of the grade for students at both schools, and it requires them to plan, draft, and negotiate a buy-sell agreement based on a set of written facts. The Chinese students represent a hypothetical Chinese manufacturer of a large piece of machinery that the hypothetical client of the American students wants to purchase. Students on both sides are divided into four “issue teams” which negotiate with the corresponding team on the other side using Skype, e-mail, texting from smartphones, and other electronic means of communication.
“The issues addressed include how to make certain the seller doesn’t ship the goods until assured of payment, how to make certain the purchaser doesn’t pay for goods until assured of delivery, currency to be used in the transaction (U.S. dollars or Chinese renminbi), mode of payment, where delivery takes place and who is responsible for what in that process, the U.S. Foreign Corrupt Practices Act, choice of law, and many other issues,” explains Rothman.
Student coordinator for this year’s four Cooley teams is Melissa Winkler, who ensures the synchronization of the teams’ progress. She schedules regular face-to-face meetings and has set up a Facebook page where students coordinate their positions as they get closer to obtaining the signed “contract.”
Since English is the international language of business and diplomacy, and because the BFSU Law School is a feeder school for Chinese government diplomatic service, all of the Chinese students are fluent in English. The 12-hour time difference is accommodated by holding the joint Cooley-BFSU classes at 8 p.m., which is 8 a.m. the next day in Beijing.
Rothman, who is a principal in Privacy Associates International in Novi, brings a wide range of legal and cultural experiences to the International Business Law course. He served on the General Motors legal staff for 37 years before retiring in 2009, and he had the opportunity to live and work in Europe for 13 years, two in Germany and 11 in Switzerland. Among his positions at GM, Rothman was general counsel of General Motors Europe, vice president and general counsel of GM International Operations, and general counsel of Delphi.
Rothman speaks Chinese, a language he has studied since high school, and he serves on the board of the Association of Chinese Americans. His educational background is as diverse as are his work and cultural experiences.
“My dirty little secret is that while I did my undergraduate work at the University of Michigan, where I was a Chinese major, I went to law school in my home state at Ohio State University,” confesses Rothman. “This is not only a heavy burden to bear — particularly during football season — but also a constant source of shame and humiliation for my daughter in Ann Arbor,” he quips.
Rothman also earned an MBA from Duke through the university’s Global Executive MBA Program, which involves studying in various locations around the world.
Rothman has been an adjunct professor teaching Public International Law and International Business Law since 2008. After teaching the International Business Law course a number of times, he felt compelled to take his students beyond the lessons their textbook offered.
“I was not satisfied that students were really grasping what was involved in doing an international transaction just from reading a textbook. In particular, the cultural issues and differences in legal philosophies and approaches seemed to be just words on a page. After some reflection, I decided there was no reason we couldn’t harness today’s ubiquitous technology to let Cooley students negotiate a deal with students outside the U.S. I just didn’t know how to reach non-U.S. professors who might be interested in promoting that kind of experience for their own students.”
The method of matching Cooley students with non-U.S. students was revealed the summer of 2011, while Rothman enjoyed dinner with his former GM colleague John Chu, who is now a partner in Jun He, a major Chinese firm headquartered in Beijing.
“John has extensive experience doing deals in both the U.S. and China and immediately saw the benefits of the idea,” says Rothman. “He put me in touch with Wan Meng, the Dean of the BFSU Law School and John’s former classmate. Dean Wan, who also teaches a course in International Business Law, agreed with the benefits and gave the project his full support. The project commenced in the fall of 2011, and we are now in our second year.”
Rothman is grateful for the support he has received from the Cooley Administration, including but not limited to that of Associate Dean John Nussbaumer, Director of JD Programs Audra Foster, and Director of IT Operations and Communications Services Greg Colegrove.
“The internationalization of business and law and the leveraging of technology continue to be major global trends at the beginning of the 21st Century, and Cooley remains right up there with the leaders,” says Rothman. “In Southeastern Michigan and other centers of the automotive industry, the importance of international business is far from a recent event. However, even in the rest of the country, a quick look in almost any local store at the percentage of goods that have been sourced from abroad testifies to the importance of international trade. This raises a plethora of legal and political issues, but the reality is business requires lawyers who understand how to do transactions internationally, and I believe it is the job of law schools to produce those kinds of lawyers.”
While continuing to improve the current program with the Beijing students, Rothman can’t help thinking about ways to involve a European school in the same exercise.
“After all, that is what is happening in the real world,” he says.
For now, though, Rothman is pleased to see that all of his students are truly engaged in the process of conducting international business law with their Chinese counterparts, and they are developing personal relationships beyond the exercise.
“While I am not privy to the student-to-student discussions,” says Rothman, “I do know that last year some of the Cooley students were using their iPads and laptops to give tours of their apartments to the Chinese students, and others were playing video games on their own time. Since the relationship between China and the U.S. is so critical for so many reasons, the development of these personal relations is not a bad thing.”
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