This course gives junior lawyers an opportunity to consider the principal differences between agency and distributorship arrangements and to obtain an overview of the key commercial terms of a franchising agreement. In addition a number of specialist topics are covered in further detail – these include UK and EC competition law and the Commercial Agents (Council Directive) Regulations 1993. The course will enable participants to:
This course can also be delivered as two separate three-hour sessions – one on distributorship, and one on agency and franchising.
Contracts are the foundation of all transaction work, but how rusty is your basic contract law? What are the rules of privity of contract and how has the Contracts (Rights of Third Parties) Act 1999 changed them? What actions may be available for inaccuracies in an information memorandum in relation to the sale of a company? What form must a particular contract take? Who can bind a company to a contract? What remedies are available for breach of contract and misrepresentation? This interactive training course revisits the principles of contract law and sets them in a practical context.
The objectives of the training course are to enable participants to:
Participants consider the pre-session exercise on the basic elements required to form a binding contract. Issues considered include public offer of securities, provisional allotment letters on rights issues, the battle of the forms, auction sales and conditions precedent. The presenter highlights a checklist of matters to be considered in forming a binding contract.
In relation to case studies, the participants consider the checks to be made on ascertaining a party’s capacity to contract, analyse the rules of privity and the requirements for a contract to be in a certain form. The case studies deal with the enforceability of a confidentiality undertaking, the assignment of warranties and the requirements of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
Review of misrepresentation. Participants consider the pre-session exercises requiring them to analyse the potential actions for misrepresentation, including the different types of misrepresentation, the effect of an entire agreement clause and negligent misstatement.
Review of contract terms, the participants consider the pre-session exercise on discharge of a supply agreement., including breach of terms regarding quality and description in a sale of goods contact, force majeure clauses and penalty clauses. The presenter then outlines the possible remedies that may be available for breach of contract.
Whatever your area of practice, you may need to advise clients involved in e-commerce and should be aware of the legal and practical issues affecting them. This course gives an overview of the key concerns involved in setting up and running a website, including domain names, website developments, IP protection of online content, legal and information requirements for website operators, website terms and conditions when selling online and potential liabilities involved in e-commerce including defamation and infringement of third party IP rights. The course will enable participants to:
Can you spot a competition law problem? Did you know that your clients or directors could face imprisonment for breach of competition law? Do you know what to do when faced with UK and EC competition law issues? This course provides an overview of both EC and UK competition law (including all recent changes) and is essential training for the non-specialist to spot competition law issues in their general company or commercial work. The course will enable participants to:
An introduction to intellectual property rights (IPRs) for junior corporate lawyers or those new to the area. This course provides an overview of the core IPRs in the UK, the key terms in an assignment and a licence, the main legal and commercial issues to be considered on an asset or share sale where IPRs are included and the key EC and UK competition law issues involved. The course will enable participants to:
All corporate lawyers should have an understanding of the principles of professional negligence. This course is designed to provide junior corporate lawyers with an overview of the duty of care owed by professionals to clients and third parties in contract and tort, common provisions of engagement letters (including limitation of liability), the principles of causation, remoteness and contributory negligence, and the principle of SAAMCO. The course will enable participants to:
It is not just litigators who need to know about legal remedies. All corporate lawyers should have an understanding of the remedies available for breach of contract and tort. This course provides an overview of these issues for non-litigators, covering limitation periods, the principles for an award of damages in contract and tort, the drafting of common boilerplate provisions on remedies, the equitable remedies of rescission, specific performance and injunctions, key self-help remedies and the principles of alternative dispute resolution. The course will enable participants to:
This course offers an essential overview of the standard terms and conditions found in commercial agreements. It reviews the requirements of an enforceable contract made on standard terms and explores the issues raised by pre-contractual representations, contracting on the internet and e-mail, terms implied by statute and exclusions of liability, drafting of common boilerplate provisions and problems of risk allocation. The course will enable participants to:
This course looks at drafting issues in the context of a corporate transaction taking into account recent case law and market practice. Sometimes it can be too easy to rely on a precedent as being correct and there may be a temptation not to read certain provisions carefully. Delegates will be reminded that precedents must be used critically and always with the thought in mind that the ultimate reader of their drafting may be a Court.
Participants will be presented with a confidentiality agreement and share purchase agreement in the context of a proposed sale of shares. They will be asked to explain the effect of certain clauses in a role-play between a solicitor and client. They will then be asked to draft an entire agreement clause and consider recent case law in relation to this area.
Participants will be invited to think about the drafting process including the practical steps leading to production of the final document for execution. This will include some basic reminders on execution and the need to be absolutely clear on what your client is trying to achieve.
Participants are now ready to respond to a client’s specific instructions requiring them to amend a confidentiality agreement and a share purchase agreement. In particular some typical vendor limitation provisions will be considered and participants will be asked to amend these from the Purchaser’s perspective with both market practice and general drafting points in mind. In addition participants will be asked to redraft the share purchase agreement to provide for an issue of shares in the purchaser by way of consideration and again to think about specific issues relating to this aspect of the transaction as well as general drafting points.
Delegates will be asked to consider a clause relating to the service of a notice in relation to a warranty claim in the context of a recent case.
In this final exercise delegates will be asked to think about the areas which need to be covered in drafting a call option agreement and to go on to draft certain clauses from scratch.
Delegates will be invited to draw together the points arising from their attempts at drafting and discuss any particular points arising from the discussions of the day.