Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (31.08.2009)
Subject Matter of the Course:
? Walking the participants through various stages of a transaction (acquisition, financing, litigation);
? Simulation of practical situations occurring in real life of a transaction with the requirement to draft and negotiate various documents; and
? Basic theory of negotiation, social skills and communication of a lawyer.
Metody výuky
Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (31.08.2009)
Interactive lectures with intense participation and involvement of students
Požadavky ke zkoušce
Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (31.08.2009)
Written assignments + at least 80% attendance
Special Rules:
· (Some)
assignments to be completed prior to the next class;
· Active
and frequent participation is expected;
Best participants to be evaluated on their performance
following each class; Announcement of the three best participants including the
Winner of the Course at its end
Sylabus
Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (31.08.2009)
The elective subject is organized in cooperation with White&Case Prague
The language of instruction: English
1. Introduction to the course and its “rules” (15-20 min); Negotiation Game (30-40 min); Evaluation
of the Game (15-20 min). (Ivo Bárta), October 5, 2009
Assignment for the next Class: (i) divide
participants into groups of four people; (ii) distribute a draft Letter of
Intent; (iii) each Group will have to amend the provided draft during the following
week (two groups will draft pro-seller and two pro-buyer LoIs); (iv) deadline
–following Monday morning (10 min)
2. Negotiating and Revising a Letter of Intent (Ivo Barta), October 12, 2009
Chose the better sample of the pro-seller and
pro-buyer LoI and have it negotiated (the drafters of the better sample will
have the advantage of defending their own draft);
Negotiations and revising of the drafts (40-60
min)
Evaluation of the results, showing the
difference between various drafts and impact of the negotiation thereon (20-40
min)
Assignment for the next Class: TBD
3. Leading an Argument / Theory of Negotiations (Kvetoslav Krejci), October 19, 2009
Overview of the skills required for a
successful negotiation of a deal. Getting the understanding of the business
rationale of the client.Negotiating
techniques. A role play exercise involving negotiations.
4. Social Skills and Communication of a Lawyer (Kvetoslav Krejci), October 26, 2009
The relationship of law and lawyering. Basic
lawyering and social skills. Communication skills. Conversational skills. Other
soft skills. Exercise with examples.
5.Exercise on Representations, Warranties and Disclosure
(Petr Pánek), November
2, 2009
The students will be introduced to the
concept of representations, warranties and disclosure. As an assignment,
the groups of students divided into sellers and purchasers will be
asked to prepare a draft of certain key reps and warranties (for purchasers)
and Disclosure Letter (for sellers). The students will then be asked to negotiate
individual clauses directly in the course of the session and present the
results to the class. Evaluation shall be made at the conclusion of the
lesson.
Assignment prior to the Lesson: (i) students
shall be divided into sellers and purchasers; (ii) facts sheet shall be
distributed indicating the commercial goals of their respective clients,
separately for the sellers and the purchasers and on a confidential
basis; (iii) using any sources available, the purchasers shall be
asked to draft a proposal of key reps and warranties and the sellers
shall be asked to draft a Disclosure Letter containing exceptions to
the likely requested reps and warranties, always so as to best protect
interests of their clients.
6. M&A - Negotiation of a Payment and Escrow Arrangement in a Share
Purchase,Agreement (Ivo Barta), November 9, 2009
(i) divide participants into groups
representing buyers and sellers; (ii) distribute a fact sheet; (iii) the
groups will have to negotiate and draft the principles and the wording (to the extent
possible) of the Payment and Escrow provisions of a Share Purchase Agreement
(40-60 min)
Evaluation of the results (20-40 min)
Assignment for the next Class: TBD
7. Exercise on Key Terms of a Shareholders Agreement (Petr
Pánek),November 23,
2009
The students will be introduced the concept of
the Shareholders Agreement, its purposes, content and pitfalls. Groups divided
among representatives of the Minority and Majority Shareholders shall be asked
to prepare a draft of individual clause dealing with management and control
rights with respect to the Project Company. The students will then be asked to negotiate directly in the course of
the session and present the results to the class. Evaluation shall be made at
the conclusion of the lesson.
Assignment prior to the Lesson: (i) students
shall be divided into representatives of Minority and Majority Shareholders;
(ii) fact sheets shall be distributed indicating the commercial goals of their
respective clients; (iii) using any sources available, the students shall be
asked to draft a clause related to management control over the Project Company
so as to best protect interests of their clients.
8. Financing - Negotiation of a Loan Agreement (Kvetoslav Krejci), November 30, 2009
Term sheet of a financial transaction. Overview
of standard documentation. Explanation of the most significant clauses in
financing agreements. Types of security.
9. Transaction Management – Managing and Closing a Cross-Border Financing
Deal (Jonathan
Weinberg), December 7, 2009
The role of the junior lawyer in transaction
management.Delegation by senior
associates and counsel.Key techniques
for keeping the deal “on track”.The
purpose and importance of conditions precedent; the tyranny of the toast
rack.Managing foreign counsel.Key aspects of legal opinions.
10. Mock Negotiation Exercise(Damian Beaven) + Evaluation
of the Course (all available speakers), December 14, 2009
Small groups negotiate a deal based on a set of
facts and circumstances provided to them during the session. Negotiations are
supervised by a group of “mediators”/timekeepers and the outcome is then
analyzed by the larger group. Partners then share their negotiation experiences
with the class.
Vstupní požadavky
Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (31.08.2009)
Completion of the elective "Legal Writing I" in the preceding Spring semester
