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LAW-2989 Negotiating Business Transactions: A Simulation
Course
Prof. Christopher Gibson,
3 credits day; 3 credits evening.
Students using this course to fulfill the experiential learning requirement may not also use this
same course to meet the legal writing requirement.
The course is intended to provide students with an opportunity to gain insight into the dynamics
of negotiating and structuring international business transactions, to learn about the role that
lawyers and law play in these negotiations, and to give students experience in drafting
communications and actual negotiations in a simulated setting. The course is structured around a
simulated deal and negotiation exercise in which students in this class will represent a U.S.
company while students in a similar class at York Law School, University of York in England,
will represent a non-US Company. The two companies are interested in working together to
exploit new technology. 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 real-time negotiation via both videoconference and teleconference. The
emphasis of the class is on the process and the experience, not the outcome of the negotiation.
The goals of the course are (i) to introduce students to transactional law, (ii) to provide
negotiations instructions in the context of transactional practice, and (iii) to further the student's
practical legal skills. The focus of the course is on having students apply their legal and non-
legal knowledge in the context of serving as a lawyer negotiating a "real business transaction
within the controlled environment of the classroom.
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 of two or more, to
prepare for class discussions involving the written exchanges as well as preparing for the live
negotiations. Class discussions will focus on strategy for, and progress of, the negotiations, as
well as the substantive legal, business and policy matters that impact on the negotiations.
In order to successfully complete this course, students must meet the following requirements:
1) Active participation in class discussions regarding the preparation of the written exchanges in
the negotiation; the live negotiations; and class analysis of the process and progress of the
negotiations. Participation in the exercise will constitute 50% 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. The diary will be handed in
on the last class date and will constitute 20% of the final grade.
3) Serve as a Lead Advisor (generally a team of two or more) in one or more classes during the
simulation exercise.
4) Write a 10-12 page retrospective paper after the conclusion of the exercise. More detailed
instruction will be provided in class. This paper will constitute 30% of the final grade.
Prerequisite: Required Contracts; Suggested - Corporations or LLC, Partnership and Agency
Enrollment is limited: 12