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Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (28.08.2018)
- 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. Participants: - 24 participants, possible also 20 or 16; - selection criteria – preference will be given to: (a) students having completed the Legal Writing I class; and (b) Students of higher classes. Special Rules: (a) (Some) assignments to be completed prior to the next class; (b) attendance at 80% of all scheduled classes required (i.e. 7) (c) Active participation is expected; Lecturers: Partners of a leading law firm located in Prague |
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Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (28.08.2018)
All written assignments to be returned by the deadlines set during respective classes. In-class activities evaluated - for this purpose students are required to have visible name badges (holders will be provided) |
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Poslední úprava: doc. PhDr. Marta Chromá, Ph.D. (28.08.2018)
1. Introduction and Negotiation Game (Ivo Bárta) Introduction to the course and Participants; Negotiation Game; Evaluation of the Game and group discussion about negotiation. Assignment for the next Class: TBD 2. Negotiating and Revising a Letter of Intent (Ivo Bárta), Negotiate and revise the LoI with the aim to agree on its specific wording Evaluation of the results, showing the difference between various drafts and impact of the negotiation thereon Assignment for the next Class: TBD 3. Shareholders Agreement - Structuring and Negotiating Key Terms (Jakub Dostál) 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 will 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. Results evaluated at the conclusion of the lesson. 4. M&A - Negotiation of a Payment and Escrow Arrangement in a Share Purchase, Agreement (Ivo Bárta) Participants will be divided into groups representing buyers and sellers. After the distribution of a fact sheet 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 Evaluation of the results Assignment for the next Class: TBD 5. Financing - Negotiation of a Loan Agreement (Jakub Dostal) Phases of a standard financing transaction will be introduced and discussed. Overview of standard finance documentation. Explanation of the most significant clauses in financing agreements. Groups divided between representatives of the Lender’s and Borrower’s side of a finance transaction. The students will then be asked to negotiate directly in the course of the session and present the results to the class. Results evaluated at the conclusion of the lesson. 6. Exercise on Going Public and Going Private Transactions (Petr Kuhn) The students will be introduced to the joint hypothesis of efficient markets and CAPM and concepts of initial (secondary) public offerings, rights offerings, stock exchange listing and disclosure requirements. Evaluation shall be made at the conclusion of the lesson. Assignment prior to the Lesson: (i) students shall read texts relating to the subject and (ii) students (divided into groups) shall prepare a presentation of selected issues. 7. Financial Restructuring and Insolvency (Petr Kuhn) The students will be introduced to the concepts of leverage and its impact on going concern value, various restructuring techniques including formal reorganizations. Assignment prior to the Lesson: (i) students shall read texts relating to the subject and (ii) students (divided into groups) shall prepare a presentation of selected issues. 8. Tax Structuring of the Transaction (Tomáš Hlaváček), Introduction to the Czech tax system and the basic principles of international taxation; Demonstration of the impacts of the tax aspects on business transactions and a real life case study. Assignment for the next Class: TBD 9. Negotiation (Theory, Practice and Lessons Learned from the Course)(Ivo Bárta) Presentation of certain theoretical concepts and practical experience from negotiations of various transactions and documents. Group discussion concerning the lessons learned from the course. Evaluation of the course and concluding remarks. |