International Business Negotiations Spring Semester 2013 This course, which is being offered for the first time at UC Hasting, is structured around a simulated negotiation exercise that will cover the entire Spring Semester in which the students in this class will be divided into two sections, with one section representing a US pharmaceutical company (KJH Pharmaceutical Corporation) and the other section representing an African agricultural production company (Malundian Cassava Corporation). The two companies are interested in working together to exploit a new technology developed by KJH Pharmaceutical that uses the cassava produced by Malundian Cassava Corporation. The form of their collaboration could be a joint venture, a licensing agreement or a long term supply contract. The negotiations will take place through written exchanges and through live, face to face negotiations. This class will be taught by two instructors. For introductory and concluding lectures, the class will meet as a whole (each session, 2 hours) and both instructors will teach these sessions. Beginning with the third class, each of the two Sections will be taught by one of the two instructors and will meet on different days (Monday for Section 1 and Wednesday for Section 2) to permit each Section to focus on the issues for its assigned party and to allow written exchanges between the Sections. The actual negotiations will be held on Saturdays (four times during the semester) during three-hour sessions that will meet face to face. The purpose of the course is to provide students with an opportunity (i) to experience the sequential development of a business transaction over an extended negotiation, (ii) to study the businesses and legal issues and strategies that impact the negotiation, (iii) to gain insight into the dynamics of negotiating and structuring international business transactions, (iv) to learn about the role that lawyers and law play in these negotiations, (v) to give students experience in drafting communications, and (vi) to provide negotiating experience in a context that replicates actual legal practice with an unfamiliar opposing party. The thrust of this course is class participation and active involvement in the negotiations process. Students are expected to spend time outside of class, often working in teams, to prepare for class discussions involving the written exchanges as well as to prepare for the live negotiations. Class discussions will focus on the strategy for, and progress of, the negotiations, as well as the substantive legal, business and policy matters that impact on the negotiations. Prerequisites: Basic corporations course; a course in basic negotiations is desirable but not mandatory. NOTE: This class has four 3-hour Saturday morning sessions, and has weekly 2-hour Monday or Wednesday afternoon sessions (Section assignments will be made during second class; every effort will be made to accommodate any student conflicts with a Section assignment). The Saturday sessions are devoted to the live negotiations. Due to the Saturday sessions, this class will be completed earlier in the semester than other classes.
COURSE MATERIALS: Daniel D. Bradlow and Jay Gary Finkelstein, NEGOTIATING INTERNATIONAL AND DOMESTIC BUSINESS TRANSACTIONS: A Practical Skills Approach through an Extended Simulation Module utilizing Collaborative Teaching Methodology [Textbook currently in draft and will be provided to the students by the instructors]. COURSE REQUIREMENTS: In order to successfully complete this class, students must meet the following requirements: 1) Active participation in (i) class discussions regarding the preparation of the written exchanges in the negotiation, (ii) the live negotiations, and (iii) class analysis of the process and progress of the negotiations. Participation in the exercise will constitute 40% of the final grade. 2) Throughout the class and the negotiations, each student must keep a diary of the student's impressions of the process, strategy and progress of the negotiations. There should be one diary entry for each class session devoted to the negotiation, and one for each live negotiation session. Each entry should be approximately one page. The diary should contain the student's critical assessment of (i) the class' communications to the other Section, (ii) the process of drafting each communication, (iii) the responses received from the other Section, and (iv) the live negotiations. The diary will be handed in on the last class date and will constitute 30% of the final grade. 3) Serve as part of the negotiations team in charge of designated classes and actual negotiations. The functions of the negotiations team include: Preparing an initial draft communication for the class to consider as it develops the assigned communication in the negotiations with the other Section, chairing class discussions and preparing the final communication to the other Section, and submitting the communication to the other Section in a timely manner. (Section 1 communications must be submitted by 10:00 am on Tuesday mornings, and Section 2 communications must be submitted by 10:00 am on Thursday morning.) 4) Write a 10-12 page retrospective paper after the conclusion of the exercise. More detailed instructions will be provided in class. This paper will constitute 30% of the final grade. * * * *
CLASS SCHEDULE [NOTE: As a result of the Saturday classes, this class ends earlier in the semester than other classes] Class 1 Wednesday, January 16 Introduction to Class and General Discussion of "Negotiation Cycle" NEGOTIATING INTERNATIONAL AND DOMESTIC BUSINESS TRANSACTIONS: A Practical Skills Approach through an Extended Simulation Module utilizing Collaborative Teaching Methodology Chapter 1 - Introduction Chapter 2 - Introduction to Transactional Practice Chapter 6 Process of Negotiation ****** Monday, January 21 Martin Luther King Day NO CLASS Class 2 Wednesday, January 23 Introduction to Simulation Exercise and Preparing for First Communication Chapter 3 - Role of Lawyer in a Business Transaction Chapter 5 Simulation Materials Negotiation Instructions (handed out in class) Class 3 SECTION 1: Monday, January 28 Wednesday, January 30 Financial Analysis of Simulation Exercise, discussion of First Written Communication, and preparation for initial negotiation Chapter 4 -Use of Financial Analysis in Transactional Practice and Negotiations Chapter 7 Lawyer as Negotiator Chapter 11 - Communications Chapter 13 - Transaction Documents: A Primer Chapter 14 The Letter of Intent (Introduction) First Written Communication Class 4 Saturday, February 2 - FIRST NEGOTIATING SESSION (9:30 am - 12:30 pm)
Class 5 SECTION 1: Monday, Feb. 4 Wednesday, Feb. 6 Review and analysis of first negotiation; discussion of written communications; introduction to joint venture agreements; discussion of Second Written Communication and strategy for next negotiation Additional textbook assignments for balance of the class will be announced in class and will depend on the progress and issues of the actual negotiations Second Written Communication Class 6 Saturday, Feb. 9 SECOND NEGOTIATING SESSION Class 7 SECTION 1: Monday, Feb. 11 Wednesday, Feb. 13 Review and analysis of second negotiation; discussion of written communications; selected additional issues related to progress of the negotiation; discussion of Third Written Communication and strategy for next negotiation. Third Written Communication NO CLASS ****** Thursday, Feb. 14 (Treated as a Monday) ****** Monday, Feb. 18 Presidents Day Holiday - NO CLASS Class 8 Wednesday, Feb. 20 THIRD NEGOTIATING SESSION Class 9 SECTION 1: Monday, Feb. 25 Wednesday, Feb. 27 Review and analysis of negotiation; discussion of written communications; selected issues related to progress of the negotiation; discussion of Fourth Written Communication and strategy for next negotiation. Fourth Written Communication Class 10 Saturday, March 2 FOURTH NEGOTIATING SESSION Class 11 SECTION 1: Monday, Mar. 4 Wednesday, Mar. 6 Review and analysis of negotiation; discussion of written communications; selected issues related to progress of the negotiation; discussion of Fifth Written Communication and strategy for next negotiation Fifth Written Communication ****** March 11-15 Spring Break NO CLASS Class 12 SECTION 1: Monday, Mar. 18 Wednesday, Mar. 20 Review and analysis of written communications; selected issues related to progress of the negotiation; discussion of de-briefing to follow final negotiation; discussion of Sixth Written Communication and strategy for final negotiation Sixth Written Communication
Class 13 Saturday, March 23 FIFTH (FINAL) NEGOTIATING SESSION (9:30 a.m. to 12:30 p.m) Class 14 Monday, March 25 Review and Evaluation of Simulation Exercise [Sections meet together] Class 15 Wednesday, March 27 [Sections meet together] Evaluation of Simulation Exercise (continued); Special discussion on the structure of transactions documents Friday, April 5 Diaries to be submitted at end of this class (hard copy or email) Final Class Paper Due (to be submitted to Instructors via email)