International Corporate Practice: A Practitioner's Guide To Global Success

Saturday, March 1, 2008 - 00:00

Edited by Carole Basri, President, The CorporateLawyering Group LLC

Reviewed by Robert L. Duncan, Deputy Publisher, The Metropolitan Corporate Counsel

In the age of corporate social responsibility, international financial reporting standards, anti-bribery and anti-corruption statutes with varied origins and extraterritorial reach, and all of the other components of the legal framework that is emerging with the global economy, the publication of International Corporate Practice: A Practitioner's Guide To Global Success by Practising Law Institute is most timely. The treatise is directed to a corporate counsel audience, although practitioners in a variety of settings will find it invaluable. The editor, who also authored or co-authored several chapters, is Carole Basri, President of The Corporate Lawyering Group, New York City. Ms. Basri has extensive experience as an international practitioner, including stints with leading law firms and corporate law departments, and in the academic world, with law school appointments that include both NYU and the University of Pennsylvania.

Ms. Basri has assembled a distinguished group of more than 50 practitioners from law firms, both American and international, and professional service providers. Their efforts have resulting in a looseleaf volume running to 1,254 pages, which is to be revised on an ongoing basis. International Corporate Practice is intended to be a companion volume to PLI's Corporate Legal Departments, which Ms. Basri eo-edited some 13 years ago. It is worth noting that the international law chapter appearing in the latter numbered six pages and that subjects mentioned in passing are given entire chapters in the new treatise. There is no question that accelerating globalization in recent years has had an immense impact on matters heretofore considered national, even local, in scope, including corporate compliance, crisis management and internal investigations, accounting and taxation, ADR and arbitration, mergers and acquisitions, among many others. The general theme of the treatise is that today general counsel and the members of corporate legal departments are required to consider the issues that arise in all of these areas in terms of global solutions.

The chapter headings are indicative of the scope of international corporate practice today. Global Law Department Management, predictably, addresses how general counsel or the head of an international corporate law department goes about setting up and then managing the global legal function. Among the pitfalls often encountered here are the absence of a shared company-wide culture and indistinct reporting lines. The chapter provides excellent advice in avoiding these and other common pitfalls.

The chapter entitled International Attorney-Client Privilege is an extremely important one for the practitioner, given the major differences between common law and civil law systems on this matter. Attempting to manage litigation across a number of jurisdictions or consummate a complex multijurisdictional transaction in today's global marketplace, without knowing precisely what attorney-client privilege rules apply at every step of the process, is foolhardy if not quite impossible. In addition to providing an overview of the ways in which the two systems achieve similar, if not the same, results, the author summarizes the rules in many of the major jurisdictions in which an international corporate practitioner is likely to be active.

Likewise, the chapter on International Law Firm Network discusses a variety of arrangements and affiliations to help practitioners ensure that their clients have the best of legal services available irrespective of the location. The chapter on Foreign Legal Consultants goes on to discuss the increasingly important presence of foreign practitioners in the U.S. and the types of services available, under appropriate rules, to U.S. clients. Outsourcing and the use of temporary legal staff also receives its own chapter, which discusses the evolution of this service from ancillary and support operations into mainstream legal work and, at times, highly complex and specialized work.

In light of the globalization of the world's economy and the increasing importance of American laws being applied beyond U.S. borders, the chapter entitled International Corporate Compliance is probably the one section of this treatise that every international practitioner will wish to read carefully. International corporate compliance converges with an important effort on the part of a variety of international organizations, including the WHO, the IMF and Transparency International, to confront business corruption head on, and conventional wisdom is that those in sync with this trend are going to be winners in the global competition now underway.

International crisis management and attendant international internal investigations also receive considerable attention, and the authors provide some very valuable tips on what corporate counsel should be thinking, and doing, at different stages of the crisis/investigation. The differences in global corporate governance standards are also explored in some depth, with a culture-by-culture survey that will be of considerable value to the practitioner engaged in cross-culture negotiating.

Among the other subjects covered in the treatise are international litigation management, arbitration, the various standards relating to international financial reporting, project finance issues in the global arena, international securities offerings under U.S. securities law, competition and antitrust law (and their differences), and international data protection and privacy law. It is difficult to think of any areas of corporate practice where the treatise has failed to shed at least some light, and most of the advice proffered is very extensive.

With the globalization process well underway at just about all enterprises in the developed world, and at the corporate legal departments and law firms that serve them, International Corporate Practice is an essential handbook for the practitioner called upon to negotiate the global environment.

International Corporate Practice: A Practitioner's Guide To Global Success is published by Practising Law Institute at $250. It may be ordered from PLI at 810 Seventh Avenue, New York, NY 10019 (order no. 10623); by telephone at (800)321-4PLI; by FAX at (800) 321-0093; or on the Internet at www.pli.edu.