THE LAW OF CROSS-BORDER BUSINESS TRANSACTIONS: PRINCIPLES, CONCEPTS, SKILLS, by Lutz-Christian Wolff. The Netherlands: Kluwer Law International, 2013. 584 pp. Hardcover $223. ISBN: 978-90-411-4001-2.
Reviewed by Charles Ho Wang Mak, Faculty of Law, The Chinese University of Hong Kong. Email: charleshwmak@gmail.com.
Nowadays, the law of international business transaction is one of the fastest-growing areas of international law, due to the rise of the cross-border transactions around the world. In addition, there is no single body of law governing the different forms of international business transactions. Therefore, the complexity of the legal aspects of cross-border transactions is high. This book is a practical and comprehensive guide to cross-border transactions. This exciting work is written by Professor Wolff, who is one of the most eminent scholars and international attorneys that specializes in comparative law and private international law.
The main goal of Wolff’s book, as described in the preface, is to: “[…] make these concepts and principles transparent by giving a structured introduction to the law and practice of cross-border business transactions with the ultimate goal to consolidate transferable practical knowledge which can be applied across jurisdictions” (p. xix). Because of the comprehensive nature of the THE LAW OF CROSS-BORDER BUSINESS TRANSACTIONS, this book is not only appropriate for students, but also for practitioners, scholars, researchers, and government officials who need to understand the legal aspects of cross-border transactions.
Wolff provides an accessible and succinct introduction to the law and practice of both of the cross-border investment deals and non-investment transactions. It also provides some practical guidance for practitioners who practice in the field of cross-border transactions, such as advice on contract drafting, and practical approach in deal making in this area of the law. The book contains ten chapters, which are constructed according to the process of conducting a cross-border business transaction.
One of the most important and practical parts of this book occurs when Professor Wolff discusses in great detail the practice of drafting an international commercial contract. This part can help readers, practitioners in particular, to draft contracts for cross-border transactions in a proper way. Professor Wolff provides several contract checklists in order to help practitioners who use this book in their cross-border transaction work. For example, in Chapter 8: Cross-Border Investments, a sample legal due diligence request list is incorporated into the book to provide guidance to readers on how to structure most of the due diligence reports.
In addition to discussion on the practice of contract drafting, this book discusses how to structure investment projects by providing different modes of investment, investment vehicles, and options of organizational structure. For example, this book illustrates the importance of a special purpose vehicle (SPV) in the process of tax planning. Wolff also provides practical tips for business managers such as the advantages and disadvantages for different kind of investment modes. For example, one of the main advantages of greenfield projects (i.e. “normally refers to the establishment of an investment project from scratch either by the investor alone or together with other local or international partners”(p. 302)), when compared in particular with acquisitions, is that the expensive and time consuming due diligence exercise can be avoided (p. 302-303). This book can help business managers to choose suitable investment modes for their cross-border transactions.
Some critics have noted that this book does not offer many references for case laws. However, this book is not focusing on a specific legal regime; rather, it is focusing on legal issues in a global perspective by discussing the legal aspects of cross-border transactions in a [*58] theoretical perspective. Since this book is used as a practical guide for practitioners who are dealing with cross-border transactions, references to case laws are relatively not important. However, the lack of references for case laws might cause a problem for legal practitioner in dealing with dispute related to cross-border transactions.
Despite the fact that this book focuses on the practical side of cross-border business transactions, it also discusses international trade regimes in a theoretical perspective. Thus, this book is not only comprehensive in its coverage on the legal aspect of the cross-border transaction, but also the scholarly, innovative and informative aspects. Those international trade regimes included World Trade Organisation, Organization for Economic Co-operation and Development, and European Free Trade Association and those institutions which are dealing with public international law issues. This book does not merely discuss issues that directly relate to cross-border transactions but also has provided other information related to international commercial law as well, such as competition law, tax law, and foreign investment law, and so on.
I highly recommend this book to international legal practitioners who are dealing with cross-border transactions and those who are interested in the law of cross-border business transactions. This book is informative, innovative, practical and reader-friendly. Finally, I think this book will hugely benefit those readers who want to learn more about the legal aspects of the cross-border transactions.
© Copyright 2017 by author, Charles Ho Wang Mak.
