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Business Valuation Courses

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The specialist in highly technical, market-driven business and law contracts training

Business and Law Contracts Courses

web: redliffetraining.co.uk email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484

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Advanced Negotiation Issues in M&ADate:

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Course Overview

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PUBLIC COURSES

• English Law for Non-UK Lawyers• Standard Terms and Conditions• The SPA Course - Commercial Issues in Sale and Purchase

Agreements

IN-HOUSE COURSES

• Advanced Business & Contract Law• Advanced Negotiation Issues in International Commercial

Agreements• Drafting Commercial Contracts• Business & Contract Law - The Essentials• Competition Law

Corporate Membership Scheme

Our Corporate Membership Schemes are not valid on any courses held on an in-house basis and are in line with our standard Terms & Conditions

If you would like to enquire about one of our Corporate Membership Schemes then please call or email us for more information.

Email: enquiries@rtlimited.co.uk Tel: +44 (0) 20 7387 4484

Our Corporate Membership Scheme gives clients the benefit of discounted course places with absolutely no

restrictions.

Clients pay an annual subscription fee of £595 + VAT to receive 20% discount on all public course and conference

bookings irrespective of the numbers booked.

You Corporate Membership Scheme can be used once payment is received and will be valid for one year.

web: redliffetraining.com email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484

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English Law for Non-UK LawyersDate: 22-23 Feb 2018, 29-30 Oct 2018

Location: London Standard Price: £1,300 + VAT Membership Price: £1,040 + VAT

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Course Overview

This course is especially designed for non – UK lawyers who are advising on international commercial agreements which are governed by English law as many international transactions are subject to English law. It covers legal concepts that will be unfamiliar to assist civil law lawyers become more international and enable them to advise on a wider range of transactions. Or indeed ask more informed questions of their English law advisers.

The course sets out the key elements of English law particularly in relation to English contract law.

The approach is interactive - it will involve mini case studies, drafting workshops and a clinic for participants to raise questions about transactions they are involved in.

Participants will learn differences between common and civil law systems, analyse an English law judgment, what makes a binding contract under English law, and cover Tort (Delict) under English law.

In addition it will introduce the law of equity and trust particularly in relation to remedies, look at how damages are awarded under English law, a comparison of Penalties and Liquidated Damages. The different approach to Force Majeure, interpretation of contracts, the transfer of contractual rights, including novation, consideration and the particular place of Deeds in English law.

Who should attend? ■ In-house legal counsel ■ Private practice lawyers ■ Contract managers ■ Legal advisors and consultants ■ Commercial Directors ■ Legal support ■ Finance directors and financial controllers ■ Managing directors ■ Business development managers ■ Project financiers

Introduction

Common Law: nature and methodology ■ What is the ‘common law’? ■ The role of judge-made law ■ The authority of case-law ■ Consensual and non-consensual liabilities

Formation of contract (1) ■ Creating a binding and enforceable agree-

ment ■ Offer ■ Acceptance ■ Consideration

Formation of Contract (2) ■ Intention to create legal relations ■ Certainty ■ Capacity ■ Formalities

■ Deeds

Workshop - Analysing a common law judgment

Formation of contract (3)– Pre Contract Documents ■ Pre-contractual documents and undertakings ■ Letters of intent/commitment/heads of

agreement ■ Agreements to agree ■ Lock-out agreements ■ Letters of comfort ■ Corporate guarantee

Workshop; Consider different forms of pre contract documents and their impact and their role.

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Course Content

Tort ■ Nature of tortious liability ■ Types of tort

• Negligence• Specific duty situations• Nuisance• Strict liability• Trespass to land• Torts concerning goods• Trespass to the person• Tort affecting reputation• Employment related torts

Tort of Negligence ■ Duty of care ■ Breach of the duty of care ■ Causation ■ Remedies ■ Damages

Equity and trusts ■ The equitable jurisdiction ■ Trusts: their use and structure ■ Legal and beneficial interests ■ Intention to create a trust ■ Identifying trust property ■ Duties of trustees

The terms of the contract ■ Express Terms ■ Oral Statements ■ Written Terms ■ Parol Evidence Rule ■ Implied Terms ■ Unfair Contract Terms

Warranties, (Mis)representation, Guarantees and Indemnites ■ Warranty ■ Representation ■ Misrepresentation – Types and remedies ■ Guarantees ■ Indemnities

Workshop – Participants will divide into groups and clarify the distinctions between these contractual remedies and their differing legal effect.

Liquidated Damages, Penalties Differences Between Common and Civil Law, and Delay ■ Delay clauses ■ Liquidated damages ■ Service credits and service level agree-

ments ■ Time of the essence

Limitation and Exclusion of Damages ■ Direct ■ Indirect ■ Consequential ■ English law approach to exclusion clauses –

the rules ■ Judicial control of exclusion of damages ■ Statutory control of exclusion clauses

Interpreting a Contract under English Law ■ Construction of contractual terms ■ Rules of interpretation ■ Common terms and phrases ■ Special and technical meanings ■ Courts ‘canons of construction’ ■ Courts looking beyond the contract ■ Implied terms ■ Legislative limitations on standard terms

Transfer of contractual rights and obligations ■ Assignment ■ At law ■ In equity ■ Statutory assignments ■ Novation – transferring the benefits and bur-

dens

Termination, Force Majeure, Frustration and Economic Hardship of contract ■ Termination by agreement ■ Termination by frustration ■ Termination upon breach ■ Force Majeure ■ Economic Hardship

Workshop: Force Majeure real case study

Drafting exercise

Split into groups and draft clauses based on a mini case study.

Clinic

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Standard Terms and ConditionsDate: 22 Mar 2018, 02 Nov 2018

Location: London Standard Price: £675 + VAT Membership Price: £540 + VAT

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Course Overview

Standard T & C’s are critical and interdependent with commercial relations. They can enhance value between parties or destroy long held profitable relations invested in over time. However, they are usually given a low priority and only looked at when a dispute arises.

We will look at how to use Standard T & C’s to create and sustain profitable relationships with customers and suppliers.

Experience shows that there is all too often a disconnect between the sales and legal/contracts/compliance department which results in using T & C’s that are out of date, copied from those of a competitor, staff not following procedures – all creating risk. Often, without knowing your company may even not have contracted on their T & C’s but their counterparty’s – this is all too common.

By the end of the course participants shall be able to ensure an agreement that is more favourable to their company that creates certainty and minimises the chances of legal disputes. For negotiations it will help you to identify your options - target, realistic, fall-back and walk-away.

You will learn how to review a set of simple or complex Standard Terms & Conditions with a checklist of pointers. Review the '7 Essentials' of a valid contract and what happens if one is missing.

The day will cover how to ensure you contract on your (more favourable) terms and not your counterparty’s. Cover the ‘Battle of the Forms”, Price and Performance and Intellectual Property Rights.

Also, there will be a practical session on the key statutes that have a significant bearing on Standard T & C’s - the Sale of Goods Act 1979, the Sale of Goods and Services Act 1994, and the terms they imply into your Standard T & C’s.

Also, the Unfair Contract Terms Act 1977, which has a direct and onerous impact on whether you can exclude liability.

If you already have Standard T & C’s you will learn whether and how they can be amended. Moving from price clauses as to delivery, performance, Force Majeure and why they require regular review as the context of commerce constantly changes such as Brexit. To protect goods against payment it will look at Retention of Title or ‘Romalpa’ clauses.

What 'Damages' might you or your counterparty have to pay, whether you have a valid Liquidated Damages clause.At the end of the course participants will be able to avoid mis - matched expectations to deepen and sustain profitable commercial relationships.

During the course participants will look at case studies, sample documents and receive checklists to assist them during and after the course as they apply the learnings in their everyday work.

Who Should Attend: ■ Contract and Procurement Staff ■ Legal and compliance ■ Sales professionals ■ Business development managers ■ In-house legal counsel ■ Contract managers ■ Legal advisors and consultants ■ Commercial Directors ■ Legal support ■ Finance directors and financial controllers ■ Business development managers

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Course Content

Introduction ■ Transacting on Standard T and C’s ■ Questions to ask ■ Incorporation ■ Formation of contract ■ ‘Subject to Contract’ ■ Intention to Create Legal Relations

Which Terms Are You Contracting On? ■ The ‘Battle of the Forms’ ■ How to ensure your terms are used ■ Terms on the back of a Purchase Order ■ Acceptance by conduct

Drafting, additions and Amendments ■ Definitions ■ Express terms ■ Implied terms - Sale of Goods Act 1979,

Sale of Goods and Services Act 1994 ■ Excluding Implied Terms – Unfair Contract

Terms Act 1977 ■ Minimising/Controlling the right to amend ■ Entire agreement clause ■ Pointers

Price, Payment and Set Off ■ How is it calculated ■ What is included in the pricre ■ When is the price to be paid ■ Set Off ■ Review

Intellectual Property Rights ■ IP Quiz ■ Design right ■ Copyright ■ Patent ■ Know How ■ Trade Marks

Performance – Delivery, Retention of Title, Force Majeure, Frustration ■ Who has to deliver ■ When does risk pass? ■ Different types of retention of tile clauses ■ Force majeure – is you r clause up to date ■ Frustration of the contract

Exclusion and Limitation of Liability, Liquidated and Ascertained Damages ■ Exclusion of liability – does the law prevent it

in your contract - Unfair Contract Terms Act 1977

■ Limitation of liability ■ Direct loss ■ Indirect loss ■ Consequential loss ■ Key pointers to drafting and amending ■ Liquidated and Ascertained Damages and

Penalties

Dispute Resolution and Governing Law ■ Mediation ■ ADR ■ Arbitration ■ Litigation ■ Selecting a governing law

Clinic

Considering participants Standard Terms & Conditions and specific questions they have and pointers to improvement

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Course Content

Advanced Negotiation Issues in M&ADate:

Location: London Standard Price: £*** + VAT Membership Price: £*** + VAT

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Course Overview

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Course Content

Sale & Purchase Agreements - The Commercial IssuesDate: 19 Feb 2018, 09 Jul 2018, 26 Nov 2018

Location: London Standard Price: £725+VATMembership Price: £580 + VAT

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Course Overview

A simplistic view of an acquisition is that the actual price paid is paramount but experienced practitioners recognise that price is but one aspect of the deal and that there is the potential for significant value leakage in arriving at the actual price and also from claims arising after completion.

The “price” paid may seem a simple concept but, in practice, requires an understanding of how this is derived. Most private acquisitions are based on a “cash-free, debt-free basis” with adjustments for working capital or net assets. Buyers typically develop an enterprise value which is then adjusted to derive an equity value by adjusting for cash, debt and working capital all of which needs to be captured in the Sale & Purchase Agreement (“SPA”). When the consideration is to be paid in a foreign currency, a range of issues can intervene to create problems for both parties.

English law is widely used for many contracts and the recent decision in Arnold v Britton has clarified decisions in earlier judgements and clarified the how the courts and parties will approach this in the future. The course reviews these and the differing approach to this in the USA.

Negotiating and documenting these items is not as straightforward as one might expect; for example, does “cash” include “trapped cash”, what does debt include, what is wrong with using “average” working capital and how can parties minimise subsequent disputes? Additionally, the choice of the completion mechanism (completion accounts or locked box) creates further opportunity for further value transfer. Even after completion the seller may find further value erosion through claims arising under the warranties and indemnities.

There is no right or wrong answer to many of these questions and the ultimate position will be dictated by the negotiating strength of the respective buyer and seller. Despite that, a sound grasp of the key commercial and legal issues can minimise value loss for parties.

This programme focuses on transactions involving the purchase of shares but also covers areas of specific relevance to asset purchases. It provides a step by step template to the basics but also covers the critical legal and commercial aspects in the transaction from the perspective of both buyer and seller. Reference is made to recent or relevant leading cases.

Please note that this course covers material that is also covered on the Advanced Negotiation Issues in M&A course.

SPA structure & Interpretation issues ■ The skeleton structure of a contract: over-

view ■ General approach to interpretation of con-

tracts• UK vs USA vs Europe• Influence of Arnold v Britton case

■ Interpretation – Forex issues re price / cur-rency (avoiding the traps)

■ Implied terms & “duty to negotiate in good faith”• Position in the UK • Position in the USA• Position in Europe / civil law - Traps for

the unwary ■ The spectrum of “endeavours/ efforts” –Best

vs Reasonable other variants ■ Force majeure –

• Doctrine of Frustration • Problems in English law

■ Dispute Resolution ■ Jurisdiction & choice of law

Ancillary agreements ■ Confidentiality letters ■ Exclusivity agreements ■ Heads of agreement / letter of Intent

• Checklist of key issues• Drafting guidelines• Migrating the terms to the SPA• Pros & cons

■ Side letters• What’s in a name

The purchase price: reconciling enterprise to equity value ■ Common purchase price protections

• Cash free/ debt free (What should be in-cluded in Debt)

• Cash vs trapped cash?

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Course Content

Advanced Negotiation Issues in M&ADate:

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Course Overview

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Sale & Purchase Agreements - The Commercial IssuesContinued...

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• Equity / NAV adjustments• Capex issues• Debt – what is included?

■ Adjustments for working capital• Receivables• Inventory• WIP – problem areas• Normalised working capital

Other adjustments to the price – warranties & indemnity claims Completion mechanisms & non-simultaneous exchange & completion ■ How this can affect the deal, source of val-

ue loss ■ Locked box vs completion accounts

• Key differences ■ Completion accounts

• Pros & cons• Problem areas – access post completion

■ Locked box• Pros & cons• Leakage vs permitted leakage• Other areas of potential dispute

■ Issues with the “accounts” • Impact & role in the deal – why they

matter• Which accounts? Consolidated vs individ-

ual, statutory, audited, management ■ Issues to consider when exchange & com-

pletion not simultaneous • Conditions to completion• Matters between exchange & completion• Other matters – warranties, costs,

breach by sellerRepresentations & misrepresentations ■ Representations vs warranties vs indemni-

ties• Representations vs “term” (of contract)

■ Critical negotiating issues (buyer vs seller friendly)• Financial statements “fair presentation”

representation• “No undisclosed liabilities” representation• “Full disclosure” representation

■ Manner of misrepresentations• Statements of opinion vs statements of

law ■ Types of misrepresentations & their reme-

dies• Fraudulent vs negligent vs innocent mis-

representations ■ Accuracy of representations

• When must representation to be accu-rate – agreement vs closing date

• Accuracy of representations - in all vs material respects vs MAE qualification

Warranties ■ Warranties – rationale ■ Warranties and interaction with disclosure ■ Purpose of warranties

• Retrospective price adjustment ■ The common areas of warranty protection

■ The information warranty (on the target)• Quality of information – information is

“true, accurate, complete and not mislead-ing”

• Accuracy of information in the disclosure letter / bundle

• The “full disclosure / sweeper” warranty ■ Who provides the warranties

• Issues with multiple sellers, limits on liabil-ity

• Sales of subsidiaries• Sales by trustees• What about the directors?• Private equity issues - managers (not own-

ers)

Disclosure ■ Why & how it matters ■ General vs specific disclosure ■ The disclosure letter & disclosure bundle ■ When should disclosure be made? ■ Seller’s vs buyer’s approach to disclosure ■ What is disclosed – the data room? ■ How full & complete must disclosure be ■ What is fair disclosure?

Indemnities ■ Purpose of & rationale for Indemnities ■ Key issues

• Sandbagging (buyer’s ability to seek re-dress despite prior knowledge)

• Indemnification as the exclusive remedy (carve-outs)

■ Main areas of Indemnity coverage• Environmental• Product liability• Litigation (esp IPR)

Limitations on liability under the warranties & indemnities ■ Awareness carve-outs ■ Time limits ■ Financial limits

• De minimis limits• Threshold for aggregate claims• Overall cap

■ Other limits ■ Security for breach of warranty

• Retentions & escrow accounts• Set-off• Bank guarantees

■ Warranty & Indemnity insurance – a viable solution?• Buyer vs seller policies – key differences

Tax; what‘s best covenant, warranty, indemnity? ■ Why is a tax covenant needed - rationale

• Benefits vis-à-vis the tax warranties• Scope of the covenant• Why & when is a tax warranty also re-

quired?• Impact of the Zim Properties case

Specific matters re U.S. deals ■ Jurisdiction does matter (U.S. is a Federal

System)

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Course Content

Advanced Business & Contract LawIn House

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Course Overview

This course complements and can equally be standalone to the Essentials of Business & Contract Law for Managers. It focuses on key elements in the management of a contract, negotiation, pre emptive steps, and clauses related to potential claims.

It covers sample clauses, negotiation points, drafting exercises, contract management, including potential claims, particularly through the contract.

It will look at delay, such as liquidated damages and retention of title of goods, monies due and proceeds of sale. In addition, contractual remedies through warranties, guarantees and/or indemnities.

There are specific sessions covering contract management to prevent and anticipate potential claims, how to exclude and /or limit liability, ending contracts, looking at the various ways to resolve disputes including the increasingly used route of a alternative dispute resolution such as mediation.

It informs participants who include, contract managers and officers, legal advisers and consultants, commercial directors, finance directors and controllers, business development managers, how to minimise contract risk and have a competitive edge over their counterparts.

It enables attendees to draft tighter provisions and ensure greater protection for their stakeholders.

There will be class discussions and drafting exercises to consolidate the lecture and workshop experience. Participants will leave with the updated knowledge, enhanced confidence and an understanding of contracts essential to deal with the most important aspects of commercial contract law.

Delay - Liquidated Damages and Penalties ■ When are they used ■ Practical remedy ■ Distinction from indemnities, incentive pay-

ments ■ Approach of English law ■ Penalties ■ Service credits and service level agreements ■ Recognizing a penalty ■ Can a single sum be payable for any breach ■ ParkingEye Limited v Beavis (ParkingEye)

(2015) ■ Makdessi v Cavendish Square Holdings

(2015)

Quality of Goods and Services - Warranties, Guarantees & Indemnities ■ Context ■ Warranties ■ Guarantees ■ Time is of the essence ■ Third party rights

■ Differences between Guarantees and Indem-nities

■ Variation of main agreement

Contract Management and Potential Claims ■ Pro – active management of commercial risks ■ Risk mitigation ■ Consequence clauses ■ Passing risk ■ Post contract negotiations ■ Evidence collection ■ Record keeping ■ Elements requiring pro – active management ■ Obligations clauses ■ If you are not able to satisfy your obligations ■ Contract completion

Possession is 9/10ths of the Law - Retention of Title ■ Definition ■ Purpose ■ Legal background ■ Basic clause ■ All monies clause

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Advanced Business & Contract LawContinued...

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Course Content

■ Mixed goods clause ■ Proceeds of sale clause ■ Pointers to drafting

Seeking to Avoid Liability - Exclusion of Damages ■ What is an exclusion clause? ■ Distinction from limitation of liability

clause ■ Identification of exclusion clauses ■ Incorporation ■ Interpretation ■ Legislation ■ Unfair Contract Terms Act ■ Liability for death or personal injury ■ Test of reasonableness ■ Judge’s approach to exclusion clauses

Ending it All - Termination & Variation ■ Default clause ■ Termination rights ■ Termination – choice ■ Ways in which contracts end ■ Important to agree ■ Appropriate duration ■ Termination rights ■ Post termination ■ Clauses surviving termination ■ Material breach ■ Acceptable excuses for breach ■ Variation clause

Minimising Legal Liability - Limitation of Damages ■ Purpose of damages ■ Types of loss ■ Measure of damages

■ Damages -limits ■ Key cases ■ Principles restricting damages ■ Direct ■ Loss of profits ■ Indirect ■ Consequential ■ Recent cases

Sorting It All Out - Choice of Law and Dispute Resolution ■ Dispute resolution provisions ■ Choice of law – selection ■ Choice of jurisdiction – considerations ■ Arbitration – agreement ■ Drafting arbitration clauses – recommended

components ■ Pathological arbitration clauses ■ Drafting ADR clauses ■ Mediation ■ Conciliation ■ Expert determination ■ Recognition and enforcement of arbitration

awards and judgments

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Advanced Negotiation Issues in Interna-tional Commercial Agreements

In House

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Course Overview

The course is specifically designed for those working on international business contracts. It highlights the key legal and commercial issues to identify, address and resolve to create successful and sustainable transactions with minimal risk.

Equally it will assist those already operating internationally to deal with the increasingly complex aspects of working internationally highlighted by Brexit and resultant uncertainty for international business.

It will address the unique nature of international negotiations, set out how different nationalities make decisions to enable participants to influence and persuade their counterparts more effectively.

It will look at the options that businesses have to enter or expand their current interests by setting out the different vehicles for to do business and the advantages and disadvantages of each with the effect of helping participants to select their strategy.

Drilling down into agreements it will cover the key areas that populate negotiations – agency, distribution, franchising, joint venture, intellectual property, contractualguarantees, penalties, confidentiality, termination, duties and obligations of the parties, which law to choose to govern the agreement and the most cost effective way to resolve any disputes.

This course is designed for those working in international business and are involved in negotiating and drafting cross border business agreements to enable them to master the skills for successful transactions.

It will highlight key areas of international negotiations - differences and their options for resolution. Differences of laws and concepts between countries and their laws as well as practice drafting of contractual clauses.

It covers common clauses and key principles of international agreements, different types of agreements in international business and key clauses.

The agreements it covers are agency, distribution and franchising and joint ventures (including a checklist and sample agreement).

Specific areas highlighted include contractual guarantees, intellectual property, choice of law and dispute resolution. In addition international comparative law around best and reasonable endeavours, confidentiality, penalties and termination.

Who should attend ■ In-house legal counsel ■ Managing directors ■ Finance directors and financial controllers ■ Contract managers/officers ■ Legal advisors and consultants ■ Project financiers ■ Legal counselors - commercial contracts ■ Business development managers

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Course Content

Advanced Negotiation Issues in Interna-tional Commercial Agreements

Introduction

Key Issues in International Agreements ■ Common Law v Civil Law ■ Effective contract negotiation ■ Binding contracts ■ Letters of Intent ■ Pre contract documents – pointers ■ Emails ■ Chains of liability ■ Intention to be legally bound ■ Types of Commercial agreement ■ Contract signatures ■ Termination ■ Remedies

Cross Cultural Negotiations ■ The impact of culture in international agree-

ments ■ Mapping Cultures ■ How successful deal makers conduct inter-

national negotiations ■ Decision making in different cultures ■ Effective intercultural communication

Agency, Distribution and Franchising Agreements ■ Introduction ■ Distinctions between them ■ Benefits and advantages ■ Agency – types of agency relationship ■ Agency – key issues ■ Distribution agreements ■ Agency v Distribution ■ Franchising – Key features ■ Factors influencing choice of vehicle

Case Study of company going international

Key IP law issues in international contracts ■ Licence grant ■ Ownership of new IP internally and exter-

nally generated ■ Joint ownership ■ Collaboration issues ■ Improvements ■ Grant backs

Contractual Guarantees with Sample Clauses ■ Types ■ Why do they go wrong ■ Parent company guarantee ■ Types of promise ■ Group and subsidiary companies ■ Subsidiary exposure ■ Contracts of guarantee

■ Liability of surety ■ Indulgence clauses ■ Duration/continuing nature ■ Assignment ■ Novation ■ Governing law

Key Clauses – Different Comparative Interpretations ■ Interpretation ■ Best efforts and reasonable endeavours ■ Confidentiality ■ Penalty ■ Assignment ■ Termination

International Joint Ventures with Sample Agreement and Mini Case Study ■ Sharing of risk and investment ■ Relevant laws ■ Memorandum of Understanding ■ Articles of Association ■ Shareholder’s agreement ■ Ancillary agreements ■ Employees ■ Finance ■ Protection of minority interests ■ Transfers and pre emption rights ■ Deadlock ■ Termination

Choice of Law, Jurisdiction, ADR and Disputes ■ How to choose the governing law and juris-

diction ■ Selecting the forum ■ Impact of international treaties and enforce-

ment ■ Use of arbitration ■ Alternatives – mediation

Drafting and Understanding Boilerplate Clauses, Sample Clauses and Pointers to Drafting ■ Assignment and sub contracting ■ Conflicts of language ■ Costs ■ Counterparts ■ Entire agreement ■ Insolvency and bankruptcy ■ Communication notices ■ Publicity ■ Set off ■ Severance ■ Time of the essence ■ Waiver

Clinic

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Course Content

Drafting Commercial Contracts In House

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Course Overview

This intensive course will take the participant through the key steps in drafting successful commercial contracts to minimize legal and commercial risk in contracts. Most disputes are about the interpretation of a contract term. Disputes can be expensive, damage commercial relations and take up valuable management time, this course is designed to avoid potential disputes.

You will be taken through the structure of a contract, then the drafting process by introducing you to a framework that will be easy to adopt from the course onwards; also, how to analyse the meaning and impact of yours and counter party’s contract clauses.

You will be taken through the steps of what is needed to have binding enforceable contract, and the way in which terms are categorized, such as express and implied terms, that is those terms that the law says are a part of the contract even though you did not insert them.

Sharing draft clauses and pointers to drafting you will be taken through critical and significant clauses that form a part of all commercial contracts, including the limitation and exclusion of damages, the regularly misunderstood and wrongly drafted warranties and indemnities. Unless they are drafted carefully to certain rules they may not provide the remedies you think they do.

The course will look at commonly used terminology such as ‘Best Endeavours’ and ‘Reasonable Endeavours’ the duty they create and how to bring a contract to an end – the different options in your control and those beyond your control such as Force Majeure and Frustration.

Participants will be taken through key boilerplate terms with sample clauses and pointers to drafting to ensure that contracts are effectively performed and that rights and obligations are clear and effective to pre – empt disputes and minimize risk.

Throughout the course the group will practice the drafting of clauses with feedback and coaching by the facilitator.

Who should attend ■ In-house legal counsel ■ Private practice lawyers ■ Contract managers ■ Legal advisors and consultants ■ Commercial Directors ■ Legal support ■ Finance directors and financial controllers ■ Managing directors ■ Business development managers

Introduction and Structure ■ Interpreting contract terms ■ Common law and civil law – differences -

impact on drafting ■ The authority of case-law ■ Certainty and clarity ■ Context of a contract ■ Rules of interpretation ■ Common terms and phrases ■ Special and technical meanings ■ Courts ‘canons of construction’

■ Mapping the commercial deal for the contract – examples

■ Tailor made contract ■ Standard forms

The Drafting Process ■ 6 W’s list ■ Key stages of the drafting process ■ Figures and formulae ■ Arnold v Britton ■ Execution formalities ■ Key issues to check for execution - checklist

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Drafting Commercial Contracts Continued...

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Course Content

Forming a Contract ■ Creating a binding and enforceable agree-

ment ■ Offer ■ Acceptance ■ Consideration ■ Intention to create legal relations ■ Certainty ■ Capacity ■ Formalities ■ Deeds

The terms of the contract ■ Express Terms ■ Oral Statements ■ Written Terms ■ Parol Evidence Rule ■ Implied Terms

• By law• By custom and usage• By Statute – Sale of Goods Act, Unfair

Contract Terms Act

Limitation and Exclusion of Damages ■ Indirect and consequential loss ■ Loss of profit ■ Excluding and limiting claims ■ Caps on liability ■ Positioning of clause ■ The special test for exclusion clauses ■ Checklist for Limitation and Exclusion claus-

es

Drafting exercise ■ Split into groups and draft limitation clauses

Drafting Warranties and Indemnities - Sample and Checklist ■ Warranty ■ Guarantees ■ Indemnities ■ Trigger event ■ Losses covered by indemnity ■ Limitations ■ Conduct of third party claims ■ Representations ■ Best endeavours ■ Reasonable endeavours

Workshop – Participants will divide into groups and clarify the distinctions between these contractual remedies and the significant impact on drafting.

Termination, Force Majeure, ■ Triggers ■ Process ■ Consequences ■ Effect on other rights

■ Breach of contract ■ Force Majeure ■ Drafting a termination clause – checklist ■ Drafting a Force Majeure clause – checklist

Boilerplate Clauses ■ Why you should not “cut and paste” ■ Agency/Partnership ■ Assignment and sub-contracting ■ Conflicts of language ■ Costs ■ Counterparts ■ Entire agreement ■ Insolvency and bankruptcy ■ Communication notices ■ Publicity ■ Set off ■ Severance clause ■ Time of the essence ■ Waiver

Drafting exerciseSplit into groups and draft clauses

Clinic

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Course Content

Business & Contract Law

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Course Overview

Contracts are critical for and interdependent with commercial relations in that they can enhance or destroy long held commercial relations invested in over time.

The course looks at what parties entering into a commercial transaction need to address and be aware of such as what is the effect of a pre contract document, do the parties have a binding or non binding contract. What specific clauses should be inserted for the context and nature of the transaction and how they are reflected in the contract documents.

The course recognises the commercial and legal problems that regularly arise during the life cycle of a contract. It covers the thorny issue of letters of intent, confidentiality, terms implied by law regardless of whether or not they are set out in the written terms.Coming to the end of the life cycle of a contract the programme focuses on contract terms to pay specific attention to such as best and reasonable endeavours, time is of the essence, force majeure, termination and jurisdiction.

During the course participants will look at case studies, sample documents and receive checklists to assist them during and after the course as they apply the learnings in their everyday work.

Introduction – Essentials of a Contract ■ What are the risks you want to cover? ■ Key considerations ■ Drafting ■ Effectively and easily reading a contract ■ Interpretation of contracts ■ Key legal considerations ■ Letters of Intent (LoI) and Memoranda of

Understanding (MoU’s) – Beware ■ ‘Subject to Contract’

Formation of Contract ■ What is a contract? ■ What do you need for binding and enforce-

able contract ■ 6 essentials to make a binding contract ■ Offer and Acceptance ■ Consideration ■ Certainty and Capacity ■ Intention to be legally bound ■ Formalities

Confidentiality Agreements with Sample Document ■ What is confidential information? ■ NDA/Confidentiality letters ■ Effectiveness ■ Remedies for breach – injunction or dam-

ages

Terms and Conditions ■ Express terms ■ Implied terms by statute ■ Implied terms by law and custom ■ Terms you did not realize were in your

contract ■ Standard terms – whose terms apply

■ Late Payment of Commercial Debts (Inter-est) Act 1998

How to Read A Contract & Interpretation ■ Purpose ■ Structure ■ Questions to ask ■ Interpretation of meaning ■ Drafting clauses ■ Amending clauses

Liability and Damages ■ Exclusion of liability ■ Limitation of Liability ■ Liquidated and Ascertained Damages (LAD’s)

Clauses ■ Remedies ■ Damages

Contract Terms to Pay Specific Attention To ■ Best and reasonable endeavours – the differ-

ence ■ Time is of the Essence ■ Entire agreement clauses ■ Force Majeure ■ Variation ■ Notices ■ Termination ■ Governing law ■ Execution of Contracts and Deeds – require-

ments for validity

Clinic ■ To discuss and resolve participants contrac-

tual questions

Case studies

Sample documents and checklists

In House

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Course Content

Advanced Negotiation Issues in M&ADate:

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Course Overview

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Competition Law

In-House

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Course Overview

All businesses have to be aware of and comply with competition law and therecan be serious consequences for businesses and individuals, including directors, for non-compliance. – examples are a fine of 10% of worldwide turnover, unenforceable contracts, disqualification of directors, and criminal sanctions including imprisonment for the most serious types of breach. In addition significant negative publicity

This course is intended to provide a basic overview of the law and outlines the steps that can be taken to prevent and /or comply and to think of steps to take to commence a compliance policy.

It will also help participants to spot when others are engaging in illegal anti-competitive behaviour.

In addition the course will also provide participants with details on what to do if they think their business or a competitor is breaking competition law.

Participants will: ■ Learn the essentials of Competition Law ■ Appreciate why businesses have to pay attention to Competition Law and Rules ■ Be made aware of the severe consequences of breach including a fine of 10% of worldwide turno-

ver and criminal sanctions ■ Become aware of what are considered anti – competitive agreements ■ See what is considered a market dominant position with examples ■ How beaches can arise from complaints by competitors, suppliers or customers, disgruntled em-

ployees, or whistle blowers ■ Get to grips with what they and directors can do if they think that they may be in breach ■ See how Brexit will impact on UK and EU Competition Regimes.

The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as “a strong commercial thinker.

He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations.

In addition to being a corporate educator he sits as a non-executive director in the private and public sector.

Course Objectives

Background of the trainer

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Advanced Negotiation Issues in M&AContinued...

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Course Content

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Competition LawContinued...

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Course Content

Introduction – Essentials of Competition Law ■ Aim ■ When do competition issues arise ■ Why do businesses have to pay attention

to Competition Law and Rules? ■ Key laws and regulations ■ Consequences of breach ■ Cartels ■ Anti Competitive Agreements ■ Abuse of a dominant position ■ Enforcement

Anti - Competitive Agreements ■ What are they? ■ “Arrangements’ and Exemptions ■ When do businesses need to worry? ■ Examples of cartels

• ‘Price fixing’• Market sharing agreements• Agreements limiting output• ‘Bid rigging’

■ Information exchange ■ Resale price maintenance ■ Non compete clauses ■ Exclusive agreements ■ “Most favoured nation” clauses

Abuse of a Market Dominant Position ■ What is a market dominant position ■ When do you need to worry? ■ The concept of abuse ■ Excessive pricing ■ Predatory pricing ■ Discrimination ■ Tying/full line forcing ■ Refusal to supply

What you can do ■ Enforcement ■ 4 Steps

• Risk identification• Risk assessment• Risk mitigation• Review

■ What must directors do? ■ What to do if you think you are in breach

The specialist in highly technical, market-driven banking and corporate finance training

web: redliffetraining.com email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484