Syllabus
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 M&A - Negotiation of a Purchase Price Structure (Petr Janů) The students will be introduced to the two most common ways to structure the purchase price in an M&A deal – the Locked-Box concept vs. Cash-Free Debt-Free concept (CFDF). Interim period covenants and their importance for both concepts will be discussed. Afterwards, the students will be divided into groups representing sellers and groups representing purchasers to negotiate the interim period covenants.
7. Distressed M&A – Negotiation in the Context of Restructuring Schemes (Ondřej Hampl) The students will be introduced to the concept and structuring of transactions related to distressed assets (and transactions made by distressed sellers). Standard M&A assumptions and procedures gathered during the previous lessons will be tested in the environment of transactions with distressed elements. After the distribution of an initial draft LoI and the fact sheet, the groups divided among the representatives of the seller, the purchaser and the bank which has financed the distressed asset will have to negotiate and redraft the LoI document.
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.
Annotation
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.
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