Instructional goals
The course aims to in-depth study of the main topics concerning the regulation of the economic activity of companies, with particular reference to the comparison between the Italian system and the Emirati one. The main purpose of the course is to provide the research and analysis tools of the regulations and the interpretative techniques, in order to develop the ability of textual and systematic investigation and to fully understand the legal and economic developments of the Emirati market, with particular attention to the evolution of legislation, in step with the constant change in economic phenomena. In order to achieve the objectives of the course, the lessons will have the function, already knowing the general framework of commercial law, of providing the tools for research and updating of the analysis of the rules, in the light of the interpretations of the doctrine and jurisprudence, in scope of the UAE context.
The course is divided into a first cycle of lectures in which the main institutions already seen in the field of commercial law are addressed, with particular reference to company and market law, however paying attention to the context of internationalization and in particular applying the concepts to the market and context of the UAE.
A second part follows, which consists of the two final lessons,that will aimed at solving practical case studies.
Prerequisites
General knowledge of law with a particular focus on commercial law and private law.
Intended learning outcomes
At the end of the course, the student will have acquired the technical-practical knowledge necessary to fully understand the commercial law institutes applied in the context of the United Arab Emirates as well as strategically manage complex group and study contexts from a transversal perspective and in such a way as to provide a connection to the financial and economic reality of reference.
Course Contents
Internationalization of Italian companies in the United Arab Emirates. Commercial law in the UAE: regulation of business entities and comparison profiles with Italian corporate law. Legal and tax aspects in the United Arab Emirates. Intellectual property in the UAE with particular reference to trademark protection. International contracts.
Reference Books
G. Cavallaro, Diritto commerciale negli UAE, Cacucci Editore, Bari, 2021.
Teaching material provided during the lectures.
Teaching Methods
The course includes a cycle of theoretical lessons carried out according to the traditional frontal teaching approach and practical lessons aimed at solving practical cases.
Assessment Method
The final grade will be based on three elements:
students’ attendance rate and participation in the class discussions (“cold-calling”), which will account for 35% of the final evaluation;
mid-term exam, which will account for 35% of the final evaluation;
final oral exam, which will account for 30% of the final evaluation.
Thesis assignment criteria
Subject matter interest
Week 1
1. Presentation of the Course
2. Internationalisation
2.1. Opportunities and challenges for Italian businesses in the United Arab Emirates
2.2. Preliminary assessments for the choice of internationalisation
2.3. The choice of the target market
Week 2
3. Commercial law in the UAE
3.1. History and Development of Commercial Law in the UAE
3.2. Sources of Commercial Law
3.3. The Company Law and the reference regulatory framework on corporate matters for foreign investors
3.4. The forms of direct and indirect access
3.5. The impact of the corporate law reform on foreign investments
Week 3
3.6. The forms of direct investments in the mainland
3.6.1. Branch Office
3.6.2. Representative Office
3.6.3. Joint Ventures
3.6.4. General Partnership (Civil Company)
3.6.5. Commandite
3.6.6. Limited Liability Company (LLC)
3.6.7. Share Holding Company
3.6.8. Commandite Limited By Shares
3.6.9. Joint stock company
3.6.10. Professional civil company
3.6.11. Sole Proprietorship Company
3.7. How to set up a company in the mainland
3.8. Investing in a freezone
Week 4
4. Legal and fiscal aspects
4.1. Tax residence, foreign investment and permanent establishment
4.1.1. Transfer of tax residence of natural persons
4.1.2. Transfer of tax residence of companies
4.1.3. Controlled Foreign Companies
4.1.4. Exit Tax and extraordinary operations
Week 5
5. Legal and fiscal aspects
5.1. The application of conventions against double taxation and the Italy-UAE Convention
5.2. The OECD model
5.3. Notes on international taxation in the UAE
Week 6
5.4. Transfer pricing regulations and relations with the UAE
5.4.1. Operations in the UAE
5.5. Tax disputes regarding transfer pricing
6. Intellectual property in the UAE with particular reference to trademark protection
6.1. Introductory profiles
6.2. Trademark registration
6.3. Documents to be produced for trademark registration purposes
Week 7
6. Intellectual property in the UAE with particular reference to trademark protection
6.1. Introductory profiles
6.2. Trademark registration
6.3. Documents to be produced for trademark registration purposes
Week 8
7. International contracts
7.1. International trade: the relationship between hard law and soft law
7.2. The role of Italy – ICC International chamber of commerce and the Joint Italian Arab Chamber of Commerce
7.3. The dispute resolution services operated by the ICC and the ICC Arbitration Rules
7.4. International arbitration in the UAE
7.5. Enforcement of International Contracts in the UAE: Recognition and Enforcement of Foreign Arbitral Awards (New York Convention 1958)
Week 9
7.6. International sales in the UAE system
7.7. Incoterms
7.8. Agency contracts and the agent
7.9. The commercial agency and the various types of contracts
7.10. Real Estate Contracts in the United Arab Emirates: Sale, Commercial Leasing, and Foreign Ownership
7.11. Differences Between Freehold and Leasehold Ownership in the UAE
7.12. Regulation of Real Estate Contracts in the Free Zones
7.13. Dispute Resolution in Real Estate Contracts: Arbitration and Mediation in Real Estate Matters
Week 10
8. Negotiation
8.1. Negotiation: introductory profiles
8.2. The different definitions of negotiation
8.3. The opportunity to resort to a negotiation procedure
8.4. Negotiating structures
8.5. Communication strategies
8.6. The role of equity
8.7. Application strategies
8.8. The win-win approach
Week 11
Case Study 1: Entry into the UAE market of a company incorporated under Italian law in the freezone and mainland regime
Week 12
Case Study 2: agency contract between Italian companies and Emirati companies