National Law University, Delhi in collaboration with Herbert Smith Freehills LLP is set to organise the 7th edition of the International Negotiation Competition from 09 to 11 September 2022.
INC is a first-of-its-kind competition in India which brings together students of the top law universities across the globe. It introduces them to international negotiation and enables them to hone their skills in a myriad number of ways! The negotiation simulations closely imitate the actual legal environment and provide an opportunity to young law students to undergo a holistic learning experience. The problems comprise a common set of facts known to all participants and confidential information known exclusively to the participants representing a particular side.
Teams submit a negotiation plan before the Competition and then discuss these plans with the other party in negotiation sessions that last eighty to ninety minutes. Each Participating Team must participate in two preliminary rounds, based on which four teams proceed to the Semi-Final Rounds. The winners of the semi-final rounds proceed to a face-off in the Finals.
The unparalleled opportunity for multi-cultural interaction complements the INC’s competitive element. At the heart of our philosophy lie the connections our participants forge at the event, which they cherish for a lifetime. As New Delhi skies unveil a pleasant monsoon and a relatively bright Autumn, we could not be more excited to host teams from the United Kingdom, Japan, Australia, Sri Lanka, Nigeria, Singapore, and India.
The competition offers valuable takeaways for all participants in terms of experience and learning, and the best of the teams take away the winning awards. The Best Negotiation Team is awarded a cash prize of GBP 1000, while the Runners-Up receive a cash prize of GBP 500. The Best Negotiator and the team with the Best Negotiation Plan receives a cash prize of GBP 100 each. The team which best represents the spirit of negotiation through their communication skills receives the ‘Spirit of the Competition’ award and a cash prize of GBP 100.
The first preliminary round problem is called ‘High Fashion’, and revolves around the negotiations of the Gardener Group, a long-established designer and retailer of clothing, and its subsidiaries, Jack Gardener Pvt. Ltd. and Gardener Homewares Pvt. Ltd alongside Drapery Inc., a luxury fashion conglomerate. Drapery, under its ambition to expand markets, bids to acquire Jack Gardener. The major concerns of the negotiation revolve around retaining the quintessential English character of Jack Gardener, IP rights concerns with third parties, and the appointment of key personnel post-acquisition.
The second preliminary round is called The Ultimate Food Dilemma. It revolves around a joint venture, MalayCan Food Company – between Maple Tech Limited, a Canadian technology company and Rafflesia Sdn Bhd, a supermarket chain across Malaysia. The JV faces a cost crisis concerning its delivery system. Both parties intend to discuss developing an in-house delivery service system and address possible violations of the shareholding agreement while looking at potential tie-ups with third parties to streamline their business model. Keep watching this space for the Semi-Finals and Finals simulations!
The much-awaited semi-final problem revolves around the negotiations between Langad Hotel Group – a privately owned, well-established lifestyle hotel and Mordon Gamsey, a world-renowned chef, who became an overnight sensation after a TV show and now has Michelin Stars to his credit. The crux of the matter revolves around the upcoming French rooftop dining experience, L’Emile – a partnership between the two parties. A variety of conflicts involving the reputation of the potential mixologist, deadlock clauses in the agreement, and ambitious targets stand before the partnership. We cannot wait to see how the teams find a way out of this challenging probem!
This year, 26 national and international teams are participating in INC:
1. Chuo University, Japan
2. Dr. Ram Manohar Lohiya National Law University, Lucknow
3. Government Law College, Mumbai
4. Gujarat National Law University
5. ILS Law College, Pune
6. Jindal Global Law School, JGU
7. MNLU Mumbai
8. NALSAR, University of Law
9. National Law Institute University (NLIU)
10. National Law School of India University, Bangalore
11. National Law University Odisha
12. National Law University, Jodhpur
13. National University of Singapore
14. Obafemi Awolowo University, Nigeria
15. Rajiv Gandhi National University of Law (RGNUL), Patiala
16. School of Law, Christ University, Bangalore
17. Seinan Gakuin University, Japan
18. The National University of Advanced Legal Studies, Kochi
19. University College London
20. University of Bristol
21. University of Cambridge
22. University of Colombo
23. University of Oxford
24. University of Technology Sydney
25. University School of Law and Legal Studies, Guru Gobind Singh Indraprastha University
26. National University of Juridical Sciences (NUJS), Kolkata
The 7th HSF – NLU Delhi INC is here to revolutionise the art of negotiation, and this live-blog will help you see through! In the meantime, stay tuned for constant updates on our social media handles on Instagram and LinkedIn.
DAY 1, 09 SEPTEMBER
16:48: The registration process has been kick-started by the team representing the University of Oxford and the corridors of the NLU Delhi are once again bustling with excitement of the INC. The teams patiently await their respective call for registration in the Moot Court Hall, all while attempting to break the ice with each other. We can only hope that they keep their Confidential Information to themselves!
17:08: After completing their registration and collecting their comprehensive participant folders, the team from Obafemi Awolowo University, Nigeria heads out to the scenic green pathways of NLU Delhi to capture in a frame, the magic of the INC. Smiling faces and competitive eyes, they pose for a picture that will be forever etched in their minds as a memento of the INC.
18:10: Greetings to everyone! National Law University, Delhi welcomes you, after a prolonged break of two pandemic-stricken years, to the much-awaited 7th Herbert Smith Freehills – NLU Delhi International Negotiation Competition. The dais is graced by Prof. Srikrishna Deva Rao, Vice Chancellor, NLU Delhi, Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP, Mr. Siddhartha Shukla, Partner, Herbert Smith Freehills LLP and Prof. (Dr.) Harpreet Kaur, Registrar, NLU Delhi. Varnika Agarwal, the Student Coordinator for this edition extends a warm, cordial welcome to the notable panel and participants!
It is now time for the welcome address by the Vice-Chancellor.
18:16: Prof. Srikrishna Deva Rao extends heartfelt greetings to all the guests present. He emphasizes upon the importance of dispute resolution and negotiation. Having taught courses on Additional Dispute Resolution (ADR), the Vice-Chancellor underscores the importance of learning professional skills in ADR, keeping in mind the globalization and the development of novel legal fields. With multicultural, diverse representation and engaging simulations, the INC gives students a real-time experience of how it feels to strike a deal on the table! Professor Rao expresses his appreciation towards the student Organising Committee and wishes the participants luck for the upcoming rounds.
Now, it’s time for an introduction to the competition and its evolution over the years by Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP.
18:23: Varnika introduces Chris Parsons, Chairman of India Practice, HSF. She appreciates his efforts in support of mental health and invites him to deliver an introductory address. He starts out by mentioning the significant events of yesterday, expressing his condolences at the passing away of the epitome of stoicism, Queen Elizabeth II. He goes on to encourage the participants to socialize and take advantage of the multicultural environment which will ensure life-long connections. Mr. Chris Parsons, being the congenial soul he is, personally introduces all the teams to the audience. He extends a warm welcome to everyone and expresses his sheer excitement at being a crucial aspect of the INC.
Up next, Siddhartha Shukla, Partner at HSF, one of the first interns from the Indian ecosystem addresses the crowd.
18:42: Varnika goes on to introduce Mr. Shukla, inviting him to address the gathering. Siddharth Shukla, closely connected to the INC, proudly emphasizes his association with the event. He describes the parallel created between the problems of the competition and real-life negotiations that take place. He reaffirms Mr. Parsons’ view on the importance of using the INC as an instrument to build a network and subsequently, life-long friendships. He wishes everyone an enjoyable weekend and awaits meeting everyone through the course of the INC.
The lights are now dimmed as the audience gears up for the Inaugural Video.
18:53: The Inaugural video takes us through the legacy of Delhi, the legislative capital of the country. It introduces National Law University, Delhi. The sprawling campus, located in Dwarka is a sight to behold. There are snippets from the Vice Chancellor and Registrar’s Desk along with an aside from Mr. Chris Parsons, Chairman of India Practice, HSF. Tavashya, a fourth-year student at NLU Delhi emphasizes on how he has witnessed the culture and growth of the INC over the years. The video introduces HSF, orienting the participants about the work culture and vision the leading global law firm stands for. Lastly, the video inaugurates the International Negotiation Competition and the goal we aim to achieve with the 7th edition.
Prof. (Dr.) Harpreet Kaur, Registrar is invited to present the Vote of Thanks, as an echo of applause fills the Hall.
19:00: Prof. (Dr.) Harpreet Kaur extends her condolences at the passing away of Queen Elizabeth II and emphasizes her eminent role in building connections between Commonwealth nations. She thanks the participating teams and their coaches. She further extends her heartfelt gratitude to her colleagues, with a special mention to Prof. (Dr.) Daniel Mathew and the organising committee for working tirelessly to organise the competition. Last but not the least, she appreciates the support staff for their unending facilitation.
The inaugural ceremony is not over yet! To everyone’s surprise, there are introductory videos sent in by the teams to start the competition on a lighter, fun note. Mina Shiota and Yuichiro Kondo enjoy noodles while they introduce themselves. Niranjan underscores how his Tamilian heritage and dealing with Mumbai street vendors enable him to be a calmer negotiator. Cham Jay Yin and Clement show us their sprawling campus in Singapore. Erika and Natasha show us the scenic skyline of Sydney. The Organising Committee gave some delicious Indian sweetmeats to the best introductory video as a token of appreciation, because that’s how we welcome our guests to India!
The video clip left the participants feeling much closer to each other, and it was truly the highlight of the ceremony. The participants are now in attendance of the participant briefing, all ready to go toe-to-toe in tomorrow’s preliminary rounds…
But before that they will all relish some great Indian food and even better conversation!
Signing off for tonight, we will be back with the minute-to-minute updates of tomorrow’s preliminary rounds!
DAY 2, 10 SEPTEMBER
PRELIMINARY ROUND I
Room 102 | Team Code 103 vs Team Code 127
10:11: The judges and participants have arrived! They exchange pleasantries introduce themselves to each other and the round commences. The CEO of Gardener begins by highlighting the quintessentially English image of the brand and expressing their enthusiasm for collaborating with Drapery. The COO of Drapery talks about the history and values of Drapery. She explains the offers and highlights how the industry is dynamic and ever-changing, and how much they admire Mr Weatherford. The counsel for Drapery lists all the issues they have in mind: the brand image, the acquisition offer and the ‘alleged’ issue of intellectual property. Substance aside, Gardener’s counsel is rather careful – he requests that the teams sign a confidential agreement first!
10:26: The COO of Drapery asks for a ballpark figure for the acquisition of JG. The CEO requests that the transfer of Mr. Weatherford be discussed first. Gardener highlights how Mr. Weatherford is an important figure in the design consistency of the Gardener group. The discussion moves on to the importance of the ‘Quintessentially English’ image of JG and how keen they are for it to be maintained post the acquisition. Drapery assures them of the same. The counsel for Drapery enquires about the alleged IP issue with Freedom. Gardener let them know of an impending settlement for the issue with freedom, for which the discussion is still ongoing. The COO for Drapery directs the discussion to the inclusion of an indemnity clause. As Gardener seems to agree, they put forth a maximum value for the indemnity clause. The offers and counter offers for the amount of the indemnity clause begin, with each side justifying their offer keeping in mind the possible losses and litigation or other costs involved!
10:41: The parties reach an impasse, and the discussion moves on to the transfer of Mr Weatherford again. The CEO of Gardener suggests that Mr Weatherford works for JG for 30% of his working hours for the time being as he has been in rebuilding Gardener post-pandemic. Drapery seems to agree, they also express their wish to employ him permanently after a period of time. They now reach a consensus! The next issue on the table is employment standards. Gardener insists that their employees are retained and the standards are maintained as fair employment is an important value at their company. Drapery readily assures them of the same as fair employment and ESG is extremely important for them as well. The discussion begins on the supply chain model of Gardener, with the counsel for Gardener explaining how their manufacturing is based in the UK and their future goals for the same. The Drapery group also explains their plans to expand to the European luxury market.
11:06: The CEO of Drapery expresses their commitment to the growth of JG even after the acquisition and extends full support for personnel and manufacturing. They express their full faith in the abilities and expertise of Drapery. They ask for a share in the future profits of JG in exchange. The representatives of Drapery express their inability to comment on that, and promise to clarify with their board of Directors and get back to them in the next round of negotiations. With 3 minutes left for the round, the teams attempt to go over calculations again. Time, time, time – they then postpone it to a later stage. The parties have provisionally agreed to employ Mr Weatherford for 30% of the working time. And the assistance from Gardener Group in manufacturing. Drapery has assured them of the same standards of ESG and employment. The round wraps up, with parties promising to meet again as soon as possible!
Room 105 | Team Code 108 vs Team Code 128
10:14: Greetings, everyone! Both the parties have introduced themselves and have exchanged pleasantries. Drapery initiate the deliberations by establishing the agenda of the negotiation and their expectations from the same. The parties share their apprehensions and their willingness to align their interests. Drapery’s interests concern the acquisition of JG, and established that they would like to preserve the quintessentially English image and the brand value of the company. Drapery’s core agenda is to make sure that the legacy of their company is maintained.
10:29: Gardener Group establishes their interest in Drapery and wishes for their expansion and growth. Gardener Group looks forward to discussing the employee transfer from Jack Gardener, keeping their reputation intact and the uncertainties around transactions. Establishing their agenda, Drapery seeks access to the subcultures of the Gardener, intends to further the success of their established business with their proven skills in the market and clarify the rumours regarding impelling lawsuits. Both Gardener and JG are looking at a successful merger with Drapery and preservation of their businesses.
10:44: The agenda set by the Gardener Group for the negotiation primarily entails preserving their quintessentially English nature, a non-solicitation agreement, Weatherford’s role and innovation. Drapery highlights their concern about the timeline of the collaboration. Further, they discuss Mr. Weatherford’s skills and experience that make him the perfect match for Drapery. As Gardener presents their concern over the pending lawsuit, Drapery looks to clarify the status of the pending litigation.
10:59: Gardener Group shares the nourishing culture provided to the employees by their company and adds that it has similar expectations post-collaboration. Gardener Group is persistent about certain prerequisites such as agreement on time period of the acquisition and non-solicitation of Mr. Weatherford or any other employee. Additionally, they wish to retain control of the trademark for preservation of the consumer market. The parties negotiate the time period and participation of Mr. Weatherford as Drapery insists on his full engagement for 5 years with them. However, Gardener Group is willing to limit Mr. Weatherford’s participation to guidance and to assist Drapery in establishing their business.
11:05: The parties deliberate upon Mr. Weatherford’s tenure. To conclude, Gardener Group retains some control on the trademarks and Mr. Weatherford’s guidance and assistance will help Drapery establish their business. Gardener briefly discusses their concerns regarding privacy, IP freedom and ESG. They further their aim to discuss other relevant contentions in future, and wrap up the negotiations!
Room 103 | Team Code 104 vs Team Code 123
10:12: Greetings, everyone! The representatives of Gardener and Drapery have settled in their seats, and we are ready to begin what we hope will be a wonderful round of negotiations. The parties shake hands, and introduce themselves. Here we go! Drapery opens with expressing its interest in the acquisition of JG, and a symbiotic relationship between the two parties. The Counsel for Drapery highlights their agenda for this negotiation session. This is followed by the opening statements of Gardener, who look forward to reaching an amicable solution in this session.
10:27: Both parties set the agenda and get the boll rolling by discussing Drapery’s IPR related concerns. Drapery highlights the uniqueness and independence of its brands, and enquires about the IPR issue faced by Gardener with respect to Freedom. Gardener assures Drapery that it is in correspondence with Freedom, and is working to resolve the concerns raised. Gardener is rather reassuring – if the acquisition is finalised, Drapery need not worry about potential litigation with Freedom.
10:42: The parties continue to deliberate on the details of the IPR issue. Gardener suggests moving on to discuss the valuation of JG, and taking up the IPR issue again at a later point. Drapery is rather amenable to Gardener’s suggestion. Gardener once again speaks of “quintessentially English” identity of JG, and the parties further discuss their respective valuations of JG. Drapery mentions that their valuation includes the acquisition of Mr. Weatherford, who has worked very hard to help JG reach where it is today.
10:57: The parties discuss the details regarding the supply chains, labour employment terms and the maintenance of the “quintessentially English” identity of JG after the potential acquisition. Drapery tries to ameliorate the apprehensions of Gardener, and assures them that their expectations regarding labour employment terms would be met. The parties move to discuss the inclusion of Mr Weatherford in the acquisition of JG by Drapery. Gardener expresses its intention to retain Mr Weatherford and his importance to the company.
11:04: The time allotted for this negotiation session is almost over, and the parties are attempting to reach an agreement on the details of the employment of Mr Weatherford in the context of the valuation of the JG. The terms of Drapery’s latest offer is being considered by Gardener. However, the paucity of time prevents the parties from discussing the intricacies of the offer being tabled. The parties take cognizance of the same and agree to discuss the offer in future sessions. Closing remarks are exchanged and the parties thank each other for a fruitful session.
Room 204 | Team Code 112 vs Team Code 122
10:14: Welcome one and all! The judges, clients and counsels have entered the room. Drapery Inc and Gardener Group have exchanged pleasantries. Both parties reaffirmed the need for confidentiality and their aim to achieve a fruitful deal. Client for Drapery expresses their interest to acquire Jack Gardener, the traits they admire about Gardener, and specifically their concerns for their workers. Counsel for Drapery follows up with their agenda for the negotiation. This includes pre-acquisition concerns and the terms of potential specific agreement. Within minutes, both parties have reached the consensus that Drapery and Gardener are a match made in heaven!
10:28: Gardener enters the negotiation by strongly setting out their agenda that includes discussing aspects of the bidding process, the quintessential English character of Jack Gardener products, and the employment of Mr. Hugh Weatherford. A major concern of Drapery Inc., the £2,000,000 worth IP rights is discussed with veracity. Counsel for Gardener addresses the questions regarding IP concerns which have affected the brand heavily. Drapery further presses for a surety regarding the non-escalation of the IP rights issue. Counsel for Drapery proposes an indemnification process for any future legal proceedings against Gardener. Gardener agrees readily, at the heart of a win-win situation, is a healthy understanding between the parties! Further, both parties discuss valuations for the acquisition.
10:44: A Non-Disclosure Agreement has been brought to the table by the client for Drapery to protect their interests from IP rights and whistle-blower concerns post-acquisition. The poor working conditions at Drapery’s manufacturing centres have been questioned by Gardener. Counsel for Gardener appreciates the transparency and mutual respect throughout the negotiation process. Drapery takes accountability for certain labour concerns, while reassuring Gardener that they are working to the best of their ability to hold matters under control. Gardener presses for particularities on this concern, while respecting the privacy of a global brand, like Gardener. Client for Drapery and Counsel for Gardener appreciate the beauty and quality of each other’s products. The discussion ends with counsels of both parties summarising the broad matters addressed till now.
10:57: The cost-effectiveness and legality of the labour concerns are put to rest respectfully by both parties, who seem pleased with the discussion that played out. Drapery expresses its reservation regarding the establishment of manufacturing centres, post-acquisition domestically to retain the quintessential English character of Gardener. Drapery proudly boasts of its ability to retain the essence of locality despite being an authentic American brand. Client for Gardener expresses their major goal to retain Gardener’s intangible assets, designs and IP rights which may disturb the valuation of Jack Gardener, according to Drapery. With multiple subsidiaries all over the world, Counsel for Drapery does not shy away from claiming that they serve its commercial interests by being global, in its truest sense.
11.05: The negotiation is drawing to its end. Both parties are content and satisfied with the issues ironed out and consensus achieved. As the judges listen intently, the parties discuss the post-acquisition shareholding. Gardener, a family-driven brand and Drapery, a truly global luxury conglomerate end their discussion positively, hoping for future rounds of negotiation to finalize the specifics of an acquisition agreement. Both parties express their gratitude towards each other and leave the table with broad smiles!
Room 205 | Team Code 113 vs Team Code 121
10.05: Welcome one and all! Both parties, the Gardener Group and Drapery’s have exchanged pleasantries. The negotiation starts off with introductions by Drapery and they express their willingness to negotiate while establishing their interests and concerns and their wish to reach a mutually beneficial agreement. the CEO of Gardener group starts out by introducing the historical significance of their company and their values. Gardener’s counsel expresses her interests and concerns and lays the foundation for negotiation.
10.20: Both parties introduce themselves and discuss their agendas as well as aspirations to be derived from this negotiation. Drapery Inc. starts out by introducing their company and discussing their motivations for acquiring the luxury brand of JG. They also discuss the tenure of Mr. Weatherford and his association with JG. JG clarifies their position of retaining Mr. Weatherford as their company has gone through a lot of change and they would like some stability regarding the same. They also discuss his non-compete clause. Drapery enquires about all legal liabilities that might be attached to this acquisition and JG clarifies the same. Drapery emphasizes on maintaining the Quintessential British Brand even after the acquisition.
10.35: Drapery Inc. and JG discuss their minority shareholders agreement and its minute details. JG justifies this by their want to preserve the quintessential brand image. They also put forth that they would like one director on board who would help in aligning both the parties’ motives and aspirations. Regarding this, JG is slightly unconvinced but promises to keep an open mind for ease of creative synergies. Mr Weatherford’s tenure is discussed again and both parties believe that an amenable solution could be reached in that regard. They further move to another agenda: Corporate Social Responsibility. Drapery Inc. moves forward and puts forth that they want to uphold the best ESG standards with a CSR focus as this is what both parties would like to maintain. JG offers their employees on better or similar terms and also their factories under the acquisition as they would know the technical know-how already and would help with the same and it would also help in maintaining the image and essence of JG.
10.50: The discussion of employees and Factories moves further and Drapery promises to maintain the best standards for their employees and maintain the same ethical standards that were used while they were working under JG. Drapery Inc. summarises the whole agreement for the ease of both parties. JG then addresses the elephant in the room which is the monetary value of the acquisition. Drapery Inc. redirects the negotiation to the admiration and tenure of Mr Weatherford and that they would very much like to have him on board after the acquisition. Both parties discuss various strategies to maintain the tenure of Mr. Weatherford in both companies. JG mentions their new collection with a famous artist and Drapery Inc. confirms whether such a collaboration will be part of the purchaser’s agreement. JG clarifies that they would be positively open to potentially including the same and they reach an amenable agreement.
Room 211 | Team Code 114 vs Team Code 119
10:23: Welcome one and all! Parties Gardener and Drapery have exchanged pleasantries. To represent Gardener and Drapery we have their respective CEOs and General Counsels. The CEO of the Gardener Group establishes their market position and interest in a possible deal together with Drapery as the other side shares their concern over a possible lawsuit and the possibility of an indemnification clause. The Counsel of Gardener explains that they are in an advisory manner and would like to keep the discussions confidential.
10:37: Gardener present their three-fold agenda seeking an agreement in principle for a 25% ownership stake deal while keeping the sustainable nature of the company at heart. Drapery on the other hand would prefer a full right to the company that they acquire to properly establish their position in the United Kingdom as well as to do this in a timely manner. At this juncture, Gardener’s CEO is confident of the knowledge of their customer base. Gardener looks at the best manufacturing and revitalising a suffering establishment. Parties are also looking at Drapery to get a fully functioning company and the market supply chain that they desire. To this, Drapery raises concerns over Gardener’s ability to manage three different markets post the deal to which the other side expresses their definite ability.
10:52: Gardener’s CEO clarifies that the proposed 25% sell-out can be negotiated. They attribute their recent losses to Covid, Brexit and other external factors. At this juncture, Drapery’s executives take their caucus. A counter-offer of a 50% stake at 250 million pounds apart from a clause necessitating Drapery’s assent to a further sell-out to a third party is what Drapery propose post caucus. After Gardener’s caucus they present another counteroffer of 50% at 450 million pounds because of their current evaluation in order to acquire further capital.
11:07: Drapery’s CEO explains that considering the recent data security breach that will create a 2-million-pound liability, 450 million is hard to reach. However, Gardener’s CEO being fully transparent confirms the same and clarifies about an alleged IP breach litigation where they expect a win! Hence, the 330 million-pounds is something that they might have to settle for. 30 million pounds is the upper limit, their maximum exposure, their worst case scenario if Gardener goes for an out-of-court settlement! Drapery, however, is go for a maximum of 300 million.
11:16: Regarding the issue of Mr. Hugh Weatherford’s transfer, a 6% controlling interest in the JG is Gardener’s idea for the upcoming 2 years under JG’s subsidiary. Despite the lack of consensus between the teams, they have agreed on a 49 & 51% stake acquisition by Drapery for 300 or 375 million sell-out respectively. Furthermore, the legal indemnity is mutually agreed to. Drapery appreciates the transparency from the Gardener group while Drapery’s understanding is respected by the other sides. Both sides thank each other for coming to the meeting and propose to have further negotiations to decide the exact details of the sale, and the negotiations close!
Conference Room | Team Code 115 vs Team Code 117
10:15: Good morning ladies and gentlemen! The Gardener Group introduces themselves and sets forth their agenda, namely, employment terms and manufacturing factories, and retaining future control of the Gardener brand. The CEO and General Counsel of Drapery introduce themselves and lay down their agenda, focusing on their mutual agendas, while the counsel speaks of JG being a crucial part of their company. The parties seem to be ready to tally their numbers but take a short detour by clarifying their agendas. With this, the parties enter into the negotiation!
10:30: Gardener’s speaks of employee protection regulations in the UK and requests Drapery’s group that the employees who would be falling within their company are given the same, or preferably, better, working conditions. This is answered in the affirmative by the Drapery’s group and the first agenda seems to be settled! The parties move on to the valuation of the acquisition. The CEO of Gardener group proposes 1.5 bn as the starting amount. However, Drapery’s seeks clarification regarding the alleged IP violations in relation to “Freedom”. The claims were dismissed as frivolous and the tension dissipates. An indemnity clause is floated and the parties take a brief moment to discuss the terms individually. The lawsuit would be settled by Drapery’s Inc., with the settlement amount being paid from the annual revenue of Jack Gardener. The parties are on a roll, having settled their second agenda! Drapery’s Inc. seeks clarification regarding revenue loss to the Gardener group regarding the alleged IP violations. This is duly clarified, and now the parties move onto the valuation of the deal with 1.5 bn pounds floated as the initial amount.
10:45: The next agenda, regarding the most sought creative director Mr. Weatherford, seem to ruffle a few feathers. The counsel for Drapery’s requests the complete service of Weatherford which is denied by Gardener who puts forward a 70-30 split after the acquisition and a clause in the agreement which clarifies Mr. Weatherford remains with Gardener and spends 70% of the time with the same. The parties agree on this split. The manufacture of products post-acquisition is put forward. Jack Gardener. The Gardener group is keen on expanding its products into the European market. The counsel for Gardener proposes a creative proposal of one of the directors in the Drapery’s Group being a member of their team which is accepted heartily. The parties seem to have exhausted all their agendas except one, possibly the most important, the valuation of the acquisition!
11:00: Drapery’s agrees to the initial amount. The parties decide to sum up the agreed-upon agendas which include i) the confidentiality of the IP issue which is settled with an amount of 15 mn pounds and a confidentiality clause. ii) the retaining of all employees of the GG and their working conditions, the data breach, the retaining of Mr. Weatherford as the Gardener’s employee for the first five years, and the funding of the existing facilities of the Gardener group. Finally, the issue of the board of directors and the agreed-upon acquisition amount.
The parties clarify their terms. Gardener seeks the last clarification, or rather, a request, that their representative on the board of directors is given veto rights to maintain their interests even after the acquisition. This is agreed upon by Drapery’s. The parties have agreed upon all terms, and the spirit of negotiation has triumphed! The parties thank each other on successful negotiation and, surprisingly, the round ends 14 minutes before time!
Room 406 | Team Code 101 vs Team Code 116
10:16: The parties exchange greetings. The Gardener Group assures Drapery about confidentiality and hopes that this session would be fruitful session for both parties. Drapery mentions that their long-term goal is to have strong relations with JG and the aim of this session is to revitalize the growth of JG. The counsels for both parties elaborate that their role would only be in an advisory capacity. The parties deliberate on the agenda of the session which includes the indemnity contract and the actual sale of JG’s business. The Gardener Group also emphasizes that its brand is the Quintessential English Brand.
10:31: Drapery assures that they would maintain JG’s image of the Quintessential English Brand. Gardener proposes to involve their nominee in the future Board of Directors of JG and elaborates on the advantages of the same. The parties decide to discuss this issue at a later stage and move to the agenda dealing with the sale of JG. The parties find it difficult to agree on a amount of the sale. Drapery suggests alternative methods of making up to the amount suggested by the Gardener Group. However, the Gardener Group elucidates their concerns with the particular offer. Drapery introduces another offer on the table and the Counsel of Gardener summarises all the offers that have taken place on the table.
10:46: Gardener explains that they are open to negotiating on the timeline of the sale and that they would not prefer the collaboration to go public at this stage. Drapery elucidates their concern with moving above 1 billion pounds. The parties park the price issue and move to the agenda of the indemnity contract. Next, the Gardener mentions that they are advised to pay the settlement amount so that there are no issues at the stage after acquisition. However, Drapery explains their concerns over the uncertainty of the settlement procedure and hence asks for assurance from the Gardener Group.
11:01: Drapery reaffirms that they would be ready to invest in the ESG as well as the employment contracts when the sale takes place. However, Gardener talks about the true worth of its brand and its difficulties in agreeing to the monetary terms proposed by Drapery. While Drapery elucidates the non-monetary benefits that they are offering for the sale of JG, Gardener elaborates on the perks that JG brings with its sale. Drapery explains the importance of Mr. Weatherford for the growth of JG and hence proposes to collaborate with him. Gardener explains that Mr. Weatherford can work for the JG in an advisory capacity, but it is necessary for him to continue with the Gardener Group.
11:08: The parties agree on the time split of Mr. Weatherford and discuss his salary amount. Next, Drapery tries to negotiate the amount to 1.1 billion pounds. Due to the paucity of time, the Gardener summarises the things that they have discussed in this session and tries to ensure that both parties have the same understanding of all issues at hand. Parties exchange a word of thanks and acknowledge the growth that they have achieved through this negotiation.
Room 506 | Team Code 106 vs Team Code 120
10:15: Hello and welcome everyone! The parties are all settled and the round starts off with pleasantries. JG starts off with their opening statements, with the client introducing the vision of the company, its quintessentially ‘English’ identity and comments on their recent performance. The environment is rather comfortable and the counsel now has the floor to speak more of specific goals of JG coming into the round, with special emphasis on commitment and communication. We’re now on to Drapery introducing themselves!
10:30: The team for Drapery, after introducing themselves, moves on to discussing future collaborations with JG as modalities under the acquisition. The client emphasises that they look forward to associating with the JG title, not just in terms of the manufacturing infrastructure but also the collaborations that JG already holds. The counsel then takes over, and after highlighting his role as an advisor clear, goes on to propose agenda items in order to be discussed. The teams discuss the broad details for the agenda and finalise it. We now begin with the first agenda item – JG’s brand image. The discussion begins with JG asking Drapery about their plans and vision after the acquisition, which is responded to by Drapery with a plan to collaborate on the upcoming royal wedding. Both sides discuss, rather positively, the idea of preserving the traditional in the products of JG going forward. With this, JG puts across their concern in this regard and its wish to retain some amount of control in the creative process to ensure that the brand image remains intact. The negotiation is a treat – parties are candour and the negotiation room is friendly!
10:45: The discussion on retaining control continues and both parties bring up the matter of employment of Mr. Hugh Weatherford, the new Creative Director of JG. Drapery wishes to employ his inputs and creative talents for JG after the acquisition, and JG offers to provide consultative sessions with Mr. Weatherford for this purpose. The client for Drapery raises a few clarifications regarding the exact role of Mr. Weatherford, how his role within Gardener and JG would change with the acquisition and the binding or advisory nature of the consultative sessions. Simultaneously, the issue of transfer of intellectual property rights is also raised. JG proposes that the current effort allotment of Mr. Weatherford in JG, which is 70%, be maintained till his current projects continued, following which his role could be restricted to the consultative sessions. The discussion shifts to IP rights for the parties and Drapery decides to call for a caucus.
14:32: Maple suggests a group discussion with Wheelie as they have engaged with them as well, highlighting the benefits of that as well. However, Rafflesia suggests an amendment to the non-compete clause to facilitate a new kind of product. They now move on to the discussion about Porky. Maple highlights the benefits of bringing Porky to the partnership. Rafflesia lists out its own concerns, the primary one being that they are a halal business and this partnership would risk alienating its clients. Association of their partner non-halal business might have repercussions. Maple addresses this concern by suggesting brand differentiation and including only halal products as they recognize their cultural concerns. They suggest Maple forming a subsidiary and collaborating with Porky. However, Maple seems to not agree with this proposal, highlighting how creating a new subsidiary will be difficult and that Porky is more interested in the JV.
14:47: The parties reach an agreeable understanding with respect to future collaborations with Wheelie and Porkie. For Porky, the parties agree to discuss the modalities later, after conferring with their respective board of directors. Since Wheelie has not expressed interest in collaborating with Maple, the counsel for Rafflesia agrees to schedule a discussion on the same, while going ahead with their ongoing collaboration. Maple seeks further clarification about the expansion plans of Rafflesia and their intent behind having a collaboration outside of the JV. The discussion moves on to Mega. Answering a query by the counsel for Rafflesia, Maple divulges that they own the intellectual property rights to the technology. Rafflesia wants to use the mega platform non-exclusively for the JV, to go forward with its plans of expanding their halal goods market. The representatives for Maple need to take this back to their board of directors and promise to discuss their proposition in the next session. They move on to discuss the in-house delivery service. Maple wants to explore alternative financing and would appreciate Rafflesia’s perspective on the same. Both parties agree that they want to reduce costs. They also agree that they want to terminate the contract with Panda if an interim service is found.
14:54: Rafflesia suggests equity financing, however, Maple believes that it is not a good fit, as they want to reserve share capital for exigencies. They want to explore non-convertible ventures. Parties postpone discussion on financing to a later stage. Rafflesia is open to the offer if the percentage contribution is ensured. However, Maple clarifies that percentage division is required only for equity financing. Rafflesia wants to ensure that contributions to the business are clarified and acknowledged. In the interim, they agree to continue the contract with Panda. The counsel for Rafflesia summarises the session and lists out the agreement. They agree to discuss the SHA, non-compete and financing of the in-house delivery service. The session concludes with both parties looking forward to the next session. That marks the end of preliminary rounds. See you in the semis. Adios!
14:05: Good afternoon ladies and gentlemen!The parties have settled themselves around the negotiation table and following the introductions and words of gratitude being exchanged, the parties jump straight to the agendas. TheCEO of Maple, Mr. Taylor LaFlamme, starts on a light note with a witty joke and lays down the agenda. Trevor, the counsel for Maple takes over and reiterates the issues regarding SHA, delivery services and diversification to be discussed. Rafflesia begins with their introductions and reiterates the importance in arriving at a mutually beneficial agreement. The CEO, Raj Patel hopes to mend the tensed relationship between the two companies. The counsel for Rafflesia adds on to the agenda, considering market reputation and future prospects of an amicable relationship as central. The parties have set the agenda and the negotiations have begun!
14:48: The parties broadly discuss the loaning options available to Maple. Both companies ask each other questions that leave the other party tense. Trevor saves the day for Maple by countering the argument of Rafflesia regarding the buying-out option. Rafflesia puts forward a proposal regarding giving a loan to Maple. However, no loan is without self-interest and this is no exception either. Maple takes a quick caucus and comes back with a counter-proposal to Rafflesia’s proposal. Maple seeks clarification regarding everything that has been agreed on yet, for a better understanding of both the parties.
14:56: The parties discuss the ways in which removal of the non-compete clause can be made fair and in the balance of interests of both parties. Maple assures Rafflesia that they would look into the relaxation of the non-compete clause and is amenable to the same. Rafflesia wishes to appoint one more member to the Board, who would have a casting vote. Maple suggests keeping this issue at a later stage. Next, Maple highlights Canada’s concerns related to ESG and emphasises that they wish to continue the business in Canada. Rafflesia agrees to submit an ESG Report to the public, to assuage the concerns of the people.
15:01: The negotiation heads towards a conclusion, both parties are pleased to have discussed all the agendas initially written down. Min Lee takes the opportunity to summarise the day’s discussions. The round proceeded smoothly, yet excitingly with diverse solutions being tabled to tackle precarious concerns. They express their gratitude to each other for being patient and cooperative. The parties agree to further discuss issues in the future and expand their respective markets in sync with each other. The round ends on a rather optimistic note.
DAY 3, 10 SEPTEMBER
10:20: Top of the morning to everyone! The teams representing Morden Gamsey and the Langad Hotel group are up and ready with their A-game! The teams have introduced themselves and the counsel for the Langad Hotel has laid down their duties. A confidentiality agreement has been discussed and signed between the parties, followed by the counsel going on to highlight the agendas to be discussed for the day. The Chief Operating Officer for Langad goes on to outline their interest in collaborating with MG and shares their vision of a “fine dining” experience.
10:25: MG and counsel take over with their introduction. The parties empathise on the detrimental effects that COVID-19 pandemic had on their sector, and MG reiterates their interest in being a part of the venture and the counsel for MG clarifies their role in the negotiation session and proposes the structure for the session after which the negotiation begins!
11:12: The parties decide to keep a pin over the proposal and discuss the details in the next meeting. The counsel for MG decides to sum up the agendas discussed. The structure of the venture, the interior designers involved and Mr.Rhino’s suitability as a mixologist are summed up. The opportunity to capitalise on the vast resources of Mr. Rhino and MG is highlighted upon . The final agenda of advertising, on which the parties shook hands, is also summarised. Langad’s counsel adds onto the discussion and propose a legally binding agreement on the points agreed upon. Langad is still apprehensive on MG’s absolute discretion on operations and the veto powers in interior designing. The counsel highlights on the complete funding that Langad is providing to the venture and hence, the rights attached to it which they would desire. The hard numbers however, are kept aside to be discussed in a future session. The parties thank each other and the negotiation ends!
Keep watching this space for the coveted final rounds, beginning at 3pm!
FINAL ROUNDS
15:05: Welcome to the Final Rounds of the the 7th Herbert Smith Freehills – National Law University Delhi International Negotiation Competition! The teams representing Rajiv Gandhi National University of Law and National Law University Odisha have settled at the negotiation table and are ready to go head first into the rounds! The final round’s negotiations are set to happen between Life.AI, an English Health technology company founded by a young woman in a male-dominated industry, Sierra Knight, and Admiral Pharmaceuticals Ltd., an Australian multinational pharmaceutical company. The two parties look to collaborate over CloudPatch, an industry-revolutionizing idea. The collaboration would be the epitome of synchronisation of Life.Ai’s innovative idea and AP’s capital and managerial wisdom. But it’s not all that easy. Teams will go head-on to address larger shareholding and commercial concerns in a battle to emerge as the winner. We wish both the teams the best of luck!
15:13: A very good afternoon to everyone. Participants have settled in and words of encouragement from the judges have acted as a great confidence boost! The negotiation starts off with Life.AI Ltd (“LA”) and Admiral Pharmaceuticals Ltd (“AP”) introducing themselves. Sierra, LA’s CEO starts off by explaining her vision and motivation for her company and CouldPatch. Ben Walter, counsel for LA highlights the issues and agendas for the negotiation. The CEO of AP thanks LA for their welcome and provides an insight into their company’s aspirations and expectations from today’s negotiations.
15:28: The counsel for AP, Rita Patel, lays down her role and issues to be discussed in today’s process. Ben seeks to understand the vision of AP to understand where they are coming from. Bella from AP cuts to the chase regarding her company’s stand to invest in Sierra as they echo consensus with her goal for her company. Sierra seeks clarification from AP over the upholding of ESG standards by AP. AP however, tries to direct the conversation towards patent issues but only till Ben Walters redirects the conversation right back to ESG standards compliance by AP. Sierra is not convinced by the justification provided by Bella for undertaking animal testing in certain situations and proposes the signing of an MOU and figuring out the future testing process together. Ben attempts to persuade AP from desisting animal testing unless there is no other option available in place, on the grounds of repercussions faced by AP as a consequence.
15:38: Ben summarizes the conversation dealing with the signing of an MOU that pushes for animal testing being conducted only in extreme cases. AP raises concerns over the issue of the disputed patent held by LA. However, Sierra attempts to assuage the concern of AP by laying down the non-disputed nature of the patents. Ben expresses his confidence in the quick wrap-up of the registration process of the patents and expresses LA’s willingness to share non-sensitive documents with AP. However, AP catches LA regarding the point of “sensitive documents.” Bella asks Sierra about the likelihood of LA receiving a patent on CloudPatch. Rita attempts to seek a warranty regarding the same from LA in order to ensure AP’s shareholders’ interests are protected. Ben agrees to the adding of a warranty clause but expresses little possibility regarding taking an explicit stand on the time aspect of the patent being awarded. The parties then discuss the particulars regarding the patent aspect and Ben summarizes the same for the sake of convenience.
15:48: The parties now move on to the next agenda concerning control management. Bella attempts to convince LA to play to their strengths in regards to divesting some management and financial control over LA. Sierra acknowledges her lack of financial acumen and proposes a change in the structure of the board of directors by offering AP a position in its BoD out of the total three positions. However, she lays down the criteria for the said person being someone with an experience spanning over 15 to 20 years in the field. Ben emphasises upon the utmost-important nature of the standards in its Article of Association. However, AP puts forward a dual offer on the table. AP proposes a seat on the board of directors and the establishment of a sub-committee that would advise on financial and management matters. Sierra seeks clarification over the constitution of the sub-committee, while AP attempts to deviate from her question and explains the benefits of the sub-committee. Ben expresses reservation over the need for a sub-committee in addition to a seat of AP on the board of directors.
15:58: Ben proposes a counteroffer to AP regarding the composition of the board of directors and external consulting experts. Sierra proposes the inclusion of this provision in the articles of association instead of establishing a sub-committee. AP expresses their reservation over the maintenance of confidentiality by external consultants, especially in case of precarious matters. AP voices its uneasiness regarding the quorum of the board of directors. LA explains the reason for maintaining the same in light of simplifying shareholding percentages and ease of decision-making. Bella attempts to distinguish their company from the rest of the shareholders by explaining their future involvement and motivation for collaborating with LA. She provides a couple of innovative solutions for the same and proposes conducting virtual meetings so that the increased strength of four board of directors functions well.
16:09: Ben acknowledges the differential nature of AP’s involvement with LA. Sierra seeks clarification over adding the additional fourth director to the committee. AP lays down its non-negotiables regarding its business practices. It further states that it might not be possible to conclude this collaboration if some of its necessities are unmet. LA acknowledges AP’s non-negotiables while expressing its willingness to settle on some important aspects by providing that the board of directors issue can be left to future deliberation. The parties acknowledge the paucity of time and agree to come to the negotiable table again for better clarity. For the sake of convenience and understanding, Ben summarizes the issues deliberated upon during the course of the talks. The parties thank each other for taking the time to deliberate on the issues and meeting each other halfway. We now move on to the Questions & Answers segment.
16:33: Up first for the Q&A round is Team Code 111. The judges question them as to why the aspect of the BoD representatives from their company not having any real authority was not taken up. AP is able to navigate through this question by explaining that they were able to subtly slide in the point towards the end of the round. On being questioned as to why they chose to begin the round with a highly sensitive issue like patents, the team almost immediately responded that the importance of the issue trumped its highly sensitive nature. However, the team had a minor hiccup with Mr. Chris Parsons questioning them regarding their opening statements and summaries of the entire round. But all in all, it was an engaging Q&A round, with the team and judges going back and forth! Coming up next is the Q&A segment for Team Code 113.
16:48: Cutting straight to the chase, the judges question the team as to whether they were able to secure requisite funding. To this the team highlighted that their goal in the negotiation was not to sacrifice our non-negotiables, such as ESG standards and articles of association. We had certain reservations, however, other than we tried to be accommodating. We had a couple of agendas and were keen on them for certain reasons. On asking if they were able to conclude the points on the agenda, the team explained that most of the agendas were oriented towards the opposing party and hence, they were treading carefully to ensure that any point discussed does not backfire. The grueling Q&A segment came to an end with the judges asking for a summary of all that went down in today’s round. With that we come to the end of the final negotiation rounds of the 7th HSF – NLU Delhi INC! And now we all wait with bated breaths to find out the winner of the 7th edition of the International Negotiation Competition! See you at the closing ceremony…
VALEDICTORY CEREMONY
17:43: Bonsoir everyone and welcome again and, unfortunately for the final time for this edition of the INC! The valedictory ceremony has begun. Our student coordinator, Varnika Agarwal welcomes the dignitaries seated on the dais. The panel is bedecked with Prof. (Dr.) Srikrishna Deva Rao, Vice Chancellor, Prof. (Dr. ) Harpreet Kaur, Registrar of NLU Delhi, Dr Sanjeev Gemawat, Group General Counsel, Vedanta Group, Ms. Anjana Bali, Head of Legal (Gurgaon) DLF Home Developers Ltd., Mr. Chris Parsons, Chairman for India Practice, Herbert Smith Freehills LLP and Mr. Siddhartha Shukla, Partner at Herbert Smith Freehills LLP. Prof. (Dr.) Srikrishna Deva Rao expresses his gratitude to the judges and HSF for their unwavering support in the organization of the magnanimous event. Having spoken to the final round judges, he mentions that he recognises the importance of negotiation skills in life has been undermined. The INC aims to change this! He reiterates the cruciality of participation and congratulates all the participants. Varnika now invites Mr. Chris Parsons to address the gathering.
17:58: Mr. Chris Parsons begins by reflecting on the passing away of Queen Elizabeth II accompanied by a moment of silence. As a final round judge, he speaks about his experience with the finalists, commending them on their great performance. He expresses his gratitude towards all the judges who have given up their weekend to be part of the INC. In his efforts to raise awareness, he underscores the importance of mental health for lawyers and students, in particular by sharing his personal experiences. Varnika invites Ms. Anjana Bali, Head of Legal (Gurgaon) DLF Home Developers Ltd to address the gathering. She urges students to look at their legal profession as more than a mere source of livelihood but a vehicle to serve society.
18:07: Up next, Dr. Sanjeev Gemawat, Group General Counsel, Vedanta Group describes his experience as a final round judge. He expresses the significance of developing new avenues in the legal field and the importance of being a legal practitioner with sound commercial accumen. Partner at HSF, Mr. Siddhartha Shukla, who has been involved with the INC from its very inception speaks about the work that goes on behind organizing an event on this scale. He specifically mentions the particular committees in the Organizing Team and appreciates them for their effort.
18:20: It is finally time for the most-awaited Award Ceremony to begin! The first award announced is the Spirit of the Competition Award, and NUALS Kochi bags this one with a big smile on their faces! Prof. (Dr.) Harpreet Kaur felicitates the team. Up next, the Best Negotiator and Best Negotiation Plan Awards are announced. Vaidehi Marathe from NLUO has been adjudged as the Best Negotiator, felicitated by Dr. Sanjeev Gemawat. NLUO also bags the award for the Best Negotiation Plan, felicitated by Mr. Siddhartha Shukla. And now amidst much speculation and excitement…
The winners of the 7th edition of the HSF – NLU Delhi International Negotiation Competition are Rajiv Gandhi National University of Law, Patiala! Prof. (Dr.) Srikrishna Deva Rao, Ms. Anjana Bali, and Mr. Chris Parsons hand over the magnificent Winners trophy to them. NLUO is awarded the Runners Up trophy. The participation certificates along with the mementoes are awarded to all the participating teams by Prof. (Dr.) Harpreet Kaur.
18:32: Varnika invites Registrar, Prof. (Dr.) Harpreet Kaur to deliver the vote of thanks. She takes this opportunity to express the pride that NLU Delhi takes in hosting the INC. She expresses her gratitude to the HSF team, the judges, the 26 teams from 7 countries, the Organizing Committee and the volunteers. She thanks the Vice-Chancellor, Prof. Srikrishna Deva Rao, the faculty coordinators and the assisting non-teaching staff.
[youtube https://www.youtube.com/watch?v=V4UXZcgLXeI]
