I. COURSE DESCRIPTION

Instructors

Ms. Ana Penn
Faculty

Introduction to E-commerce (3 cr. Fall only) : An e-commerce web address usually begins www. This prefix embodies an important concept; that e-commerce is a world wide application. In 2001 e-commerce generated $32 billion in sales. It involves international protocols and conventions as well as state and national legislation. An e-commerce entrepreneur needs to be aware of online jurisdiction rules that apply to local and cross border transactions. Lapses in choice of law and forum in contracting can land an e-commerce vendor in a foreign jurisdiction that may be outside of the shores of the United States. An e-commerce entrepreneur should pay attention to the abbreviations that appear in business news. Entities such as the CERN, HCOPIL, ICC, ISO, OECD, UNCITRAL, WIPO, and WTO should be as familiar as B2B and COD to the Internet Attorney.

The factors that are driving e-commerce include the expanding global communication networks, the expansion of global online markets, and the emerging of business models that provide access to the global market. Business strategies have evolved from the bricks and mortar retail establishments, and catalog outlets into electronic business transactions that run the full cycle from procurement of raw materials, to processing and distribution of manufactured goods, to order fulfillment systems and international payment processes via electronic funds transfer systems.

In addition to the international sale of goods, there is a blossoming of electronic services that were previously only available through hard line links to service providers. Internet retailing, banking, and data exchange now flow over computer grids and satellite systems. Deals are closed not with a handshake, but with an exchange of private keys.

Internal business communications are conducted over networks connecting company employees to homes and offices worldwide. Electronic mail, file transfer, image senders, video-conferencing and other workflow are accomplished between remote sites that need to be secure.

E-Commerce is the complete value chain that links suppliers, producers, retailers, and customers. Companies that do not plan to enter the e-Commerce arena themselves, still have to deal with clients and customers whose only presence will be in the form of full-service electronic storefronts. These companies will have to adjust their strategic plan to include electronic media in their businesses. Understanding the novel legal issues that arise in relation to, the Internet, electronic commerce and on-line services, as well as the laws and jurisdictional matters that apply to e-commerce applications, will be the instrument of success in positioning a business in the electronic marketplace.

Any enterprise that attracts as much traffic and value as does the electronic commerce enterprise, seldom survives in a lese faire environment. This new economic reality is no different. Government intervention in this market exists on every level. From regulating the hours of a cyber-café to restrictions on access and content, to international protocol agreements; all levels of government are leaving an imprint on commercial matters in the electronic markets.

In the legal market a new classification is emerging: the “Internet Attorney”. This practice area is a crossover specialization that integrates the traditional Intellectual Property practice subjects of Patent, Trademark and Copyright Law with the Litigation practice subjects of Domestic and International Business Law. This practice area incorporates all of the practical applications of doing business online. The legal and regulatory issues of the Internet Law practice area involve the migration of businesses to the electronic storefront, the protection of industrial property, transnational licensing, strategic partnering, taxation of cross border transactions, and electronic financial services. Components of the practice also include consideration of issues of cyber-crime and privacy.

In short, the practice of law has embraced the global electronic marketplace. The LL.M program concentration in e-Commerce provides a new curriculum for training the Internet Attorney.

In this course students will learn about the international organizations that are involved in regulating and directing the development of e-commerce. Jurisdictional rules will be covered as well as practical considerations of limiting the possibility of being called in front of a foreign court.

Ana D. Penn is the CEO and Executive Director of International Business Law Services , (IBLS), www.IBLS.com headquartered in Irvine, California. Designed to help business and legal professionals understand Internet laws and regulations IBLS provides worldwide interactive source of information and counsel for legal issues relating to the Internet. Ms. Penn coordinates and directs IBLS’ legal and management teams, consisting of law professors, attorneys, finance, marketing and IT professionals. Ms.Penn has a master of law in international banking and financial law from Boston University, School of Law, Boston, Massachusetts; a master of law in taxation from Golden Gate University, School of Law, California and a juris doctor degree from Western State University, College of Law, California. She also studied European Community law at Cambridge University in England.

Module 1

Traditional, Sovereign, Nation State Regulation of E-Commerce

Jurisdiction Online – United States

Choice of Law and Choice of Forum

Personal Jurisdiction in Online Environment

                        Forum Selection Clause

Module 2

International Aspects of Online Jurisdiction

           Unification of Online Jurisdiction Rules

                        Regulation of Internet Providers

                        Brussels Convention on Jurisdiction…

Module 3

International Regulations of E-Commerce

Treaties

Module 4

Intl’ Regulations of E-Commerce cont;

Regulations by International Organizations

           World Intellectual Property Organization (WIPO)

           Organization for Economic Co-Operation and Development (OECD)

                       World Trade Organization (WTO)

Module 5

Self Regulation of the Internet, Internet Sovereignty

Module 6

Intellectual Property Review – E-Commerce Aspects

            Patents

            Trademarks

            Copyright

Module 7

Online Contracting

            The Elements of Online Contract Law and the Electronic Handshake.

Module 8

Global Commercial Online Laws

Banking and Financial Online Services

Cross Border Transactions

Anti-trust

Module 9

Global Commerce cont; Funding Internet Commerce

Venture Capital

Public Company Reporting Requirements

Module 10

E-Commerce Taxation

            U.S. Taxation

            Individual

                        Corporate



Module 11

International E-Commerce Taxation

Module 12

Cybercrime Law

            Computer Crime

            Information Security

Module 13

Cybercrime Law cont;

            Techno Torts

            Obscenity

             Indecent Speech

Module 14

Privacy Law

            Personal Issues

            Employee Privacy

            Government Data Retention

Research is conducted using the Internet WWW as well as, and most importantly, value added databases, such as

Lexis-Nexis US and foreign materials; Tax Treaties
BNA US and foreign materials; especially the country by country tax materials
BNA International
CCH International databases jurisdiction by jurisdiction, and its global treatises
CCH USA databases
Butterworths UK and international materials, especially Commonwealth/Caribbean case law
QuickLaw, especially Canadian and Commonwealth/Caribbean case law
Checkpoint-RIA-WGL-Gee, especially the treatises that explain planning techniques by topics, such as estate planning, for jurisdictions
Westlaw US and foreign materials
Tax Analysts, especially its superior tax treaty database, foreign law and global tax update magazines
Foreign Law Publishers - all foreign statues in English
World Compliance database
LLM and PhD thesis and dissertation databases
historical tax research using databases such as Hein and CCH
Matthew Bender databases
Lois Law e-libraries
amongst other databases that we subscribe to for you (see the external links in the classroom for details).

Also, the student should use the electronic book libraries and research the titles available. Finally, the student is encouraged to use online legal research resources or university library or another library through a University library exchange program.