International Business Agreements Summer School

Why you should attend this summer school

Contracts are at the heart of nearly all business transactions and as business becomes increasingly globalised, more and more contracts are negotiated and drafted across international boundaries. Now more than ever you need to ensure that you protect your organisation against contractual risk and draft agreements that satisfy all parties and will be performed as agreed.

This five-day Cambridge Legal Summer School programme includes best practice tools, tips, techniques and sample clauses on all key elements that are essential when drafting and negotiating clear and concise contracts including pre-contract issues; Force Majeure; excluding and limiting contractual liability; managing risk; and international law considerations.

Integrated Practical Workshops

A special feature of the 2012 Summer School is the integrated workshop sessions where delegates will have the opportunity to work through different agreements. Participants will be divided into small working groups to apply ‘in practice and context’ tips and techniques learnt during the course of the programme under the guidance of our expert training faculty.

Who should attend?

This programme has been specifically designed for all professionals concerned with the drafting of cross-border commercial agreements, including:

• In-house lawyers
• Private practice lawyers
• Commercial and contract directors and managers

Learn practical skills, new techniques and tips for drafting effective agreements with a particular focus on:

• Licensing agreements
• Confidentiality agreements
• Agency and distribution agreements
• Joint venture agreements
• International supply contracts
• Share purchase agreements for international acquisitions

What are the objectives of this Summer School?

The Cambridge Legal Summer School series has been developed to provide in-house lawyers and contract executives with a focused learning opportunity that takes them outside of the office environment and allows them to benefit from being away from the daily challenges of their role, mix with colleagues from other organisations and concentrate on developing their commercial, professional, personal and technical skills.

Become part of the Falconbury Legal Summer School Alumni by attending this programme and you will access a new international network of legal colleagues. Meet and network in the exclusive learning environment created annually by our legal summer school series set in the heart of Cambridge.

Find our more about our Social and Networking programme HERE.

Registration and Refreshments

Welcome and introduction

Mastering the skills of international negotiation (1)

• Preparing for negotiations
• Setting objectives and getting started
• Tips for conducting cross-border negotiations
• Make-up of the negotiation team

Mastering the skills of international negotiation (2)

• Negotiating across national and organisational cultures
• Mapping national cultures
• Reconciling differences
• High and low context
• Types of collaborations
• Mapping organisational cultures
• Case studies

Mastering the skills of international negotiation

• Role play session

Key principles and common clauses in international business agreements

• Common law v civil law
• Terms of appointment/length of relationship
• Confidentiality and non-competition

PRACTICAL WORKSHOP: Drafting agency and distribution agreements

• Exclusivity and minimum performance targets
• Definitions of products and territory
• Obligations of the parties
• Intellectual property rights
• Commencement and termination

Pre-contract issues

• Pre-contractual liability
• Types of binding and non-binding documents
• Duties and obligations

Confidentiality

• Functions of confidentiality agreements – when are they appropriate and when should they be avoided?
• The basic obligations: confidentiality, non-use, limits on copying, return of information
• Typical negotiating issues and how they are resolved
• Dealing with breaches of confidence

PRACTICAL WORKSHOP: Pre-contract issues and confidentiality

• Drafting typical pre-contract documents
• Drafting confidentiality agreements

Dealing with cross-cultural issues

• Understanding different business environments
• Managing and identifying cultural barriers
• Cross-cultural communication
• Turning cultural differences into business advantages

Key IP law issues in commercial contracts

• Licensing
• Assignment
• Protection
• Ownership
• Dealing with disputes over IP

PRACTICAL WORKSHOP: Drafting licensing agreements

• Licensing and IP issues
• Financial terms
• Warranties
• Performance obligations and termination rights
• Boilerplate clauses, including law and jurisdiction

EU competition law and its relevance to drafting agreements

• Articles 101 and 102 Treaty on the Functioning of the European Union (“TFEU”)
• Scope of EU anti-trust internationally
• Consequences of breach of the rules
• EU regulations applicable to distribution, outsourcing and licensing agreements
• Common pitfalls with agreements and the block exemptions

Exclusions and limitations of liability

• Liability for personal injury or death
• Liability for late delivery, performance and similar
• How to limit the maximum aggregate damages
• Fundamental breach v breach of fundamental obligation

PRACTICAL WORKSHOP: Damages – workshop

• Liquidated damages and penalties defined
• Recoverability of liquidated damages and penalties
• Rules of interpretation and evidence requirement
• Types of contract to which the rules do or do not apply
• Types of clause to which the rules do or do not apply

Drafting international joint venture agreements

• Sharing of risk and investment
• Manufacturing
• Marketing
• Different types of joint ventures – new entity or contract
• Multi-party ventures

Force Majeure – a common law/civil law comparison

• The concept of Force Majeure
• Chancing circumstances and unforeseen events
• Hardship clauses
• Defining the events
• Typical claims
• The termination period
• Re-execution/re-negotiating
• The Doctrine of Frustration
• The legal effect

Drafting warranties, guarantees and indemnities in international business agreements

• Definitions
• Contrast between them
• Distinguishing guarantees and indemnities
• Does a guarantee vary the agreement?
• Recent cases

PRACTICAL WORKSHOP: Drafting contract clauses with financial implications

• Price, variation and escalation clauses
• Payment terms
• Currency clauses
• Time is of the essence

Choice of law, jurisdiction and ADR and disputes

• How to choose the governing law and jurisdiction
• Selecting the forum
• Impact of international treaties and enforcement
• Use of arbitration
• Alternatives – mediation

PRACTICAL WORKSHOP: Key clauses and how they are interpreted in different jurisdictions

A practical workshop where common clauses will be examined and compared to highlight

• How they are interpreted differently in different jurisdictions
• How these impact agreements
• Drafting tips to protect against risk

Drafting and understanding boilerplate clauses

• Impact
• Transferring contractual benefits, rights and obligations
• Waiver clauses
• Interpretation section
• Term and termination
• Entire agreement

Share Purchase Agreements

• What drives M&A documentation?
• Common law versus civil law
• English law in an acquisition of a non-UK company
• English law SPA structure
• Representation, warranty and indemnity
• Limitations to seller’s liability
• Take-over documentation

CASE STUDY: Share Purchase Agreements

A case study comparing common and civil law approaches to M&A documentation: negotiating key provisions of a SPA governed by English law/civil law.

PRACTICAL WORKSHOP: Drafting arbitration and ADR clauses

• Standard arbitration clauses (ICC, LCIA, AAA etc)
• UNCITRAL ad hoc arbitration clauses
• Bifurcation clauses (state courts and arbitration)
• ADR clauses (boilerplate, ICC and special purpose clauses

Summer School director

Arun Singh (Prof) OBE, FRSA is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of Commercial Law at KPMGLegal and partner at Masons (now Pinsent Masons). Arun has advised on disputes and collaborations in a wide range of jurisdictions including inn Europe, countries in West and East Africa, India, Bangladesh, China, Hong Kong, Saudi Arabia, UAE, Qatar, Pakistan, Libya, Jordan, Syria, the U.S., Caribbean, Russia, Israel, Lebanon, Egypt, Thailand, Singapore. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets. He also handles international legal risk management matters. He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate at Oxford University’s Institute of Legal Practice and teaches international leadership and negotiations at the University of Cambridge. He has facilitated programmes in Europe, Asia, the Middle East and the U.S.

Summer School faculty of presenters

Nick Gavin-Brown is a dual qualified solicitor (England & Wales and Hong Kong) at Pinsent Masons where he specialises in complex financial restructurings. Nick advises lenders, insolvency practitioners, distressed debt investors and corporates in relation to debt restructuring, security and insolvency related issues. He has particular experience in the construction, mining and house building sectors. Nick spent two and a half years practising in Hong Kong, where he undertook a broad variety of corporate and financing work including secured financing and general corporate financing.

Colin McCall is a senior associate in Taylor Wessing’s Intellectual Property Department. His practice focuses on the technology (with a particular focus on clean technology) of life sciences and healthcare sectors, and he advises on both non-contentious and contentious matters. Key areas include intellectual property disputes, commercial agreements including patent and know-how licensing, research and development agreements, collaborations, distribution agreements and contract disputes.

Paul Oxnard is a partner in the London office of Squire Sanders Hammonds. Paul has over 20 years of experience dealing with high value commercial litigation, and international and domestic arbitration matters. He has been instrumental in developing the firm’s marketleading Alternative Dispute Resolution practice in the UK. Paul has particular experience in relation to disputes in the heavy engineering, energy and telecoms sectors and white collar fraud, injunctive work. He also specialises in EU public procurement regulations related issues. Paul is recommended in the Legal 500, 2010 for his ‘tenacious approach, attention to detail, and drafting skills’.

Andre Pretorius is a partner in the London office of Herbert Smith specialising in anti-trust law. He has had very wide exposure to international work: after being a paralegal in the firm’s Brussels office, he did one of his trainee seats in Hong Kong. Since then work has taken him to Malaysia, India, Sweden, Germany, Belgium and Italy.

Eero Rautalahti is a partner in the London office of Edwards Wildman. He specialises on advising investment banks and listed companies on mergers and acquisitions and capital markets transactions. He is both a civil law trained lawyer and an English solicitor and has advised on several high-profile public and private M&A transactions involving targets in several jurisdictions, such as the Ukraine, Portugal, Poland, UK, Switzerland, Germany, Russia, Australia, Spain and the United States.

Susan Singleton is a solicitor with her own London firm, Singletons, which specialises in intellectual property law, including trade marks and competition law and Internet law and general commercial law. She founded her own firm in 1994 and since then she has advised over 700 clients. According to the Chambers and Partners Legal Directory, she is one of the UK’s leading IT Lawyers. She acted for the claimant in the first damages action for breach of the EU competition rules to come before the English courts Arkin v Borchard and Others. Her clients range from major Plcs and institutions to small start up businesses. She is the author of over 30 law books on topics such as Internet and ecommerce law, competition law, commercial agency law, data protection legislation and intellectual property and writes many legal articles.

Cerys Wyn-Davies is a partner at Pinsent Masons. She specialises in intellectual property, information technology and information law and has extensive experience advising major public companies, banks, universities and government bodies. Cerys has an in-depth experience of all areas of intellectual property, information technology and information law, in particular many years’ experience advising on technology licensing, confidentiality, evaluation, collaboration, research and development and licensing agreements, intellectual asset management, IT procurement, outsourcing and data protection in a wide variety of sectors and industries including the technology, manufacturing, automotive and life sciences sectors.

The Moller Centre
Churchill College
Storey’s Way
Cambridge CB3 0DE, UK
Tel: +44 (0)1223 465500

Web: www.mollercentre.co.uk

Residential accommodation

Set in the heart of Cambridge, one of Englands most famous centres of learning the Møller Centre accommodation has a fresh contemporary style and provides comfort and space for relaxing or studying. Some leisure facilities are available on site including a fitness suite, squash and tennis courts. Wireless broadband access is available throughout the centre.

Accommodation is included for the nights of the 19-21 August 2012. Breakfast, lunch and dinner are also included for the duration of your stay. If you would like to extend the length of your stay or bring a spouse there is an extra charge for this.

Please contact Falconbury Customer Services for more information on +44 (0)20 7729 6677 or contact use via our contact form

The Mini-MBA for In-house Lawyers

Drafting International Commercial Agreements in English Summer School

Influencing, Persuading and Negotiating Skills for Lawyers

International Intellectual Property Law Summer School

This course qualifies for the following CPD programmes:

• Solicitors Regulation Authority: 29.00 hours
• General Council of the Bar: 29.00 hours
• Cert: 29.00 hours

• ADGAS
• Bakcell Ltd
• BNP Paribas Lease Group
• Danske Bank AS
• De Brauw Blackstone Westbroek
• Dockwise Shipping BV
• Ernst & Young (CIS) BV
• Faurecia
• GOIC
• Greater Nile Petroleum Operating Company Ltd (GNPOC)
• Gulf Agency Co Ltd
• Hairdreams Haarhandels GmbH
• J&A Garrigues SLP
• Mobily Etihad Etisalat
• NautaDutilh NV
• Nike European Operations Netherlands BV
• Octapharma AG
• Plinacro Ltd
• S&T Romania SRL
• Saxo Bank
• SC Romtelecom SA
• Snamprogetti Ltd
• SPX Cooling Technologies
• SVITZER Salvage BV
• T-Mobile Slovensko,as
• Telecom Italia Group
• Toms Confectionery Group AS
• Trelleborg AB
• Udo Udoma & Belo-Osagie
• Wartsila Finland Oy

“Very informative, good content”

Waleed Mahmoud Moham Saeed, Director Legal Affairs, Mobily Etihad Etisalat

“Very good opportunity to share your experience and improve your skills”

Salima Fiandca, Manager – Legal Affairs, Helsinn Healthcare SA, Switzerland

“Course was practical, useful and gave a wide but depth overview of English law and of the main issues of international agreement. Showing experiences of all attendees was interesting and useful”

Stefano Negrini, Lawyer, Studio Legale Negrini

“Thanks so much for the valuable time, useful sessions, and the presenters are professional”

Nawal Mustafa Elshafie Elnour, In House Lawyer, White Nile Sugar Company Ltd

“Why make studying boring when Falconbury can make it funny and interesting?”

Markus Åbrant, Regional Sales Manager: North, Central and East Europe, Wärtsilä Finland Oy,

“Presentation was excellent”

Daniela Paul, Associate General Counsel, Vorwerk