...readable, informative and relatively concise volume. At its core, it is a prophylactic book: Its focus is primarily on identification of issues, with a liberal amount of practical suggestions and limited case law citation. As Klotz notes in his introduction, the book is not a substitute for proper legal and tax advice, but rather is a tool to understand[ing] the issues in enough detail to assess the risk of the transaction. The book follows a logical order, beginning with the negotiation stage and protection of confidential information, drafting and use of letters of intent, and consideration of what most consider boilerplate provisions, such as dispute resolution and force majeure. However, as a good mentor should, the author taps the reader on the shoulder and says, look again.
For example, the subject of introductory paragraphs or recitals is specifically addressed. Klotz notes the tendency to gloss over recitals on the way to the meat of the agreement, but adds that they may contain legally persuasive content that may be important in the interpretation of the agreement and may even recite facts that are not actually reflected in the agreement. American lawyers may cite law from a particular jurisdiction to indicate that recitals or whereas clauses do not create rights beyond those in the contract's operative terms, and therefore are of no legal moment. However, the impact not only of a choice of law provision may alter that result. More to the point, as Klotz points out, contract recitals may be particularly relevant where the United Nations Convention on Contracts for the International Sale of Goods is concerned, the intention of the parties becomes particularly relevant.
It is this kind of limited and focused discussion of the pieces of an international transaction, linked to the broader discussion, that makes the book particularly useful.
Following the first chapter's preliminary considerations, the book moves through negotiating the international sales of goods and services, with instructive explanation of Incoterms, import and export regulations, insurance, methods of payment, damages provisions and intellectual property issues, to name a few. Following this detailed overview, the book breaks down the discussion by type of agreement agency and consulting deals, international distribution agreements (including more-detailed exposition on intellectual property issues), international licensing deals, and international joint venture and consortium deals. In each chapter, limited checklists and case examples are used to provide context.
This is not a treatise containing detailed forms or multitudes of footnotes to case citation and statutory reference. It is, however, the written equivalent of having the experiences partner down the hall, who in response to the query Got a minute? provides cogent response to the myriad of questions that may arise from beginning to end in the international business transaction. -- Steven M. Richman, Duane Morris --New Jersey Lawyer Magazine, April 2009
