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Graduate School of Law and Finance - LL.M. Program

Syllabus for Introduction to E-commerce - LLM109

I.          COURSE DESCRIPTION

Possible Instructor - Ms. Ana Penn -Faculty

Introduction to E-commerce : 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 university library or another library through a University library exchange program.

LLM Online Course Requirements for AAFM Financial Board Certification:

• CWM Chartered Wealth Manager - Take LLM 131, and LLM200
• CTEP Chartered Trust & Estate Planner - Take: LLM111 and LLM 131
• CPM Chartered Portfolio Manager - Take LLM 222
• CRA Chartered Risk Manager - Take LLM106 and 110
• CAM - Chartered Asset Manager - Take LLM 104 and LLM 105
• CMA - Chartered Market Analyst - Take LLM 333 (Must of Masters Degree, JD or CPA)
• RFS - Registered Financial Specialist - LLM 101 and LLM 102