National Law University, Delhi in collaboration with Herbert Smith Freehills LLP is set to organise the 8th edition of the International Negotiation Competition from 1-3 September 2023.
The Herbert Smith Freehills – National Law University Delhi International Negotiation Competition is a meticulously crafted competition providing an enriching encounter of scholarly knowledge and industry practices to law students around the globe.
Through this collaboration, HSF and NLU Delhi aspire to bring onto a common platform law students who explore the expanding contours of negotiation in a competitive yet fulfilling environment. This event serves as a forum for law scholars to engage in competition within a profoundly diverse and international milieu, thereby elevating the intricacy of the negotiation process beyond the customary bounds and comforts of home. The simulations mirror real-world situations and industry depth, and expect the participants to apply their scholarly wisdom when sailing through it. The simulation provided by the INC forces its participants to expand their plane of vision and creativity in tackling the problem. Initiated in 2014 and hosted at NLU Delhi, the HSF – NLU Delhi INC is one of its kind in India, evoking special interest among law universities globally. Through its seven iterations, this event has garnered widespread acclaim owing to its carefully devised negotiation simulations and judicious and reliable adjudication, with a legacy of its own to boast of.
The HSF – NLU Delhi INC has witnessed an astounding history of 7 glorious editions and is back again in 2023 with its 8th edition. The past editions of the INC witnessed extensive negotiations coupled with the much-awaited socials event. the 7th edition of the INC witnessed the team from Rajiv Gandhi National University of Law as winners, while National Law University Odisha emerged as the Runner-Up and also bagged the award for the Best Negotiation Plan. Vaidehi Marathe from National Law University Odisha was adjudged the Best Negotiator and The National University of Advanced Legal Studies won the Spirit of the Competition Award.
The 8th 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 | 01 September 2023
16:52 – The registration process has been initiated, and the halls of NLU Delhi are once more filled with anticipation as the INC unfolds. The OC members and volunteers are all hustling here and there to ensure a smooth functioning of the event. Teams are eagerly waiting for their registration calls in the Moot Court Hall, breaking the ice conversations with each other. Let us hope they are careful about keeping their confidential information private!
17:30 – With the registrations undergoing and the chitter chatter continuing, participants have picked up their comprehensive participant folders. NLU Delhi is incredibly excited to host the diversity being exhibited through global participation at the INC. Teams head out into the picturesque green walkways of NLU Delhi to capture the enchantment of the INC in a photograph. With cheerful expressions and determined gazes, everyone assembles for pictures that will forever remain in their memories as a keepsake of their INC experience.
19:00 – Greetings everyone! National Law University Delhi welcomes you to the much-awaited 8th Herbert Smith Freehills – NLU Delhi International Negotiation Competition, with eight times more excitement and enthusiasm! The dais is graced by Prof. (Dr.) Harpreet Kaur, Registrar, NLU Delhi, Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP, Mr. Siddhartha Shukla, Partner, Herbert Smith Freehills LLP and Prof. (Dr.) Nidhi Gupta, Associate Professor, NLU Delhi. Ishaan Nyati, 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 Registrar.
19:10 – Prof. (Dr.) Harpreet Kaur extends heartfelt greetings to all the guests present. She emphasizes upon the importance of dispute resolution and negotiation. With multicultural, diverse representation and engaging simulations, she believes that the INC gives students a real-time experience of how it feels to strike a deal on the table! Prof. (Dr.) Harpreet Kaur commends the HSF – NLU Delhi partnership for the kind of opportunities it offers to students and wishes the students the best of 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.
19:20 – Ishaan introduces Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP and invites him to deliver the introductory address. Praising the brilliant mooting and negotiating culture that exists in India, he emphasizes on the importance of the tradition of the HSF – NLU Delhi INC. Talking about the beauty of cultural sensitivity, he gives credit to the previous Vice Chancellor of NLU Delhi, Prof. (Dr.) Ranbir Singh, who had so carefully contributed to the spirit of the competition. Chris Parsons, in his pursuit of making the competition as memorable as it can be, recognizes each team personally, welcoming them with a round of applause. He makes the environment cheerful and instills confidence in the participants for the upcoming rounds. He encourages the participants to forge lifelong friendships and connections at the INC. He spreads awareness about mental health and recognizes its importance. Earnestly wanting to break down social barriers, he tries to ignite the attribute of gratitude in everyone. Up next, Siddhartha Shukla, Partner, Herbert Smith Freehills LLP addresses the crowd!
19:40 – Mr. Siddhartha Shukla, takes the mic, and proudly reminisces his close connection with the competition. He draws a parallel between the real-life problems and the negotiation round problems. He speaks about his interest and inclination towards negotiation from his childhood and highlights how negotiation must be given more importance in law schools. His voice beaming with zeal and enthusiasm encourages each participant to use the INC as a platform 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 audience sits back, as the lights are dimmed for the inaugural video.
19:55 – The inaugural video provides insight into Delhi’s historical significance as the legislative capital of the nation. It introduces National Law University Delhi, showcasing its impressive and expansive campus situated in Dwarka. Welcoming everyone to Delhi, a city at the heart of tradition, the inaugural video includes segments featuring messages from Prof. (Dr.) G. S. Bajpai, Vice Chancellor, NLU Delhi who commends the noble initiative that this competition promotes. Sincerely aiming for every participant to learn from the experience, he hopes for them to make good use of the platform. Prof. (Dr.) Harpreet Kaur, Registrar, NLU Delhi extends a heartfelt welcome to all. Finally, the video officially kicks off the 8th edition of the International Negotiation Competition, outlining the objectives we aspire to accomplish with this grand event.
Mr. Chris Parsons declares the competition open!
20:10 – Dr. Kheinkor Lamarr is invited to extend a vote of thanks. She offers her thanks to the teams and the coaches participating, and expresses her heartfelt appreciation. She conveys her gratitude to her colleagues and the Organizing Committee for their dedicated efforts in arranging the competition. Lastly, she recognizes and values the continuous support provided by the University staff. Last but not the least, she wishes everyone luck for the event!
As the dignitaries proceed for dinner, the participants are asked to stay back as the inaugural ceremony is not over yet! In a surprising turn of events, the introductory videos of every team are showcased. Chuo University gives everyone a virtual tour of their campus and introduces themselves. GLC Mumbai and MNLU give a dose of the city that never sleeps, Mumbai, grooving to the latest pop music and amuse everyone with their introduction. ILS Pune having donned the lawyers’ attire introduce themselves and leave everyone with hearty laughs. Symbiosis Law School, Pune apprises everyone about the “joyful perks” of being a negotiator.
The introductory video significantly strengthened the bond among the participants and was undeniably the most memorable moment of the ceremony.
21:20 – 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 in India! After a hearty Indian meal and lively conversations at the Welcome Dinner, the participants re-assemble in the Moot Court Hall to be briefed about the rules for the negotiation competition. Everyone is all ears as they prepare to go toe-to-toe in the preliminary rounds.
As we wrap up for the evening, stay tuned as we’ll be back tomorrow with minute-by-minute updates from the preliminary rounds!
Day 2 | 02 September 2023
10:00 – Teams have assembled to kickstart the competition with the Preliminary Rounds.
The simulation for the first preliminary round, ‘The Search for Good Energy’, focuses on the enthusiasm around Environmental, Social and Governance (“ESG”) matters. The negotiation takes place between the StriveEnergy Company and the Watt Group. While the former desires an acquisition of the latter’s subsidiary to grow in the renewable mining sector and make more ESG focused investments, the latter wants a large-scale cash influx by selling one of its subsidiaries, to fund renewable projects.
The simulation for the second preliminary round, ‘Driving a Hard Bargain’, focuses on the acquisition offer posed by one party. The negotiation takes place between Sable Ltd. (A subsidiary of the Obsidian Group) and Family Motor Co. Ltd. While the latter demands a complete acquisition of Sable, the former stresses on offering a partial acquisition highlighting the position of Obsidian as quintessence of the place where it was headquartered, United Federation.
Preliminary Round 1
Room 101 | Team Code 101 vs Team Code 117
10:13 – The judges and the parties involved in the dispute have taken their respective seats in the negotiation room. Everyone’s attention is now firmly fixed on the competition about to unfold! The negotiation begins with a warm note lightening the atmosphere in the room. The parties introduce themselves while the Counsel delineates the rules of the negotiation.
10: 28 – With this, the parties enter into the negotiation! The parties start discussing the agenda, they begin by discussing corporate governance first. Sable clarifies that it is solely here to represent Sable, not their parent company, Obsidian Group and informs that they are willing to sell 37.5% of the company. Family Group expresses their discomfort in having a minority share in Sable.
10:43 – Both companies show their mastery of negotiation skills as they discuss the intricacies of the acquisition. Sable inquires about the intent of the Family Group, behind having a majority stake. Family Group elaborates on the vision of increasing the faith of people in the new collaboration. Companies discuss past scandals and controversies to make way for future cooperation.
10:48 – Family has called for a caucus, to which the other team agrees. This move adds a layer of intrigue to the ongoing negotiations. As Family Co. comes back with the offer of a valuation of 3 billion dollars for a 60% stake for Sable. Sable inquires about the reason for the valuation by Family below the market valuation of Sable.
11:03 – Both companies express their interest in technology, and brand logo sharing in the future as they agree upon a 60% majority stake for the Family Group. The negotiation ends as the parties exchange a word of thanks and acknowledge the growth that they have achieved through this negotiation.
Room 103 | Team Code 107 vs Team Code 121
10:20 – Ever lively as ever, the negotiation in Room 103 begins as Sable Ltd.’s CEO introduces himself with his journey and his interest in exploring synergy through this negotiation. He warmly concludes his opening statement. With Counsel for Sable, with his moving opening statement, reminisces their previous collaboration. He extends his warm welcome to everyone on the table.
10:35 – Next over, the CEO of Family introduces himself and his Counsel lays down the agenda for the round. He emphasizes on ‘clarity in communication’ as an important element for today’s round. He sets his agenda in two prongs – the modalities of the acquisition and the interests it serves for both of them. To which, Sable’s Counsel explains their repository of assets including their independency and potential expected growth in the energy sector. Sable’s CEO enquires if Family would be open to a licensing agreement. Family’s Counsel desires further negotiation on this suggestion.
11:04 – Sable’s Counsel proposes a composition of 6 directors per party in the post-deal company. Counsel for Family agrees to discuss the division of shareholding and decision making processes. He puts forward his position of being a primary decision-maker and explains the logic and structure of governance as they envisage it. He aims to provide direction to Sable while Obsidian will still be a part of the governance. The Counsels discuss and clarify this proposal with each other. The Counsels discuss the liabilities and assets attached with Sable with Family cleverly cross-checking if any information is being hidden.
11:12 – The parties now discuss their individual markets and money. Sable offers 2.5 billion dollars for a 50% stake. Family starts by seeking the breakdown of the offer. Further, Family’s Counsel explains their budget constraints and puts his counter proposal of 2.2 billion dollars and another billion for the licenses. They delve into conditions suitable to each party and hope that in the future negotiations they can further clarify their individual stances.
Room 104 | Team Code 130 vs Team Code 109
10:22 – The judges have taken up their seats and the negotiation has fruitfully started with Sable Ltd. enumerating its fields of specialization. Family Motor Co. Ltd. emphasises on the importance of the collaboration between the two companies. Sarah puts forward her advisory role and desires to avoid legal technicalities for the moment. Sable gives a tentative desirable deal structure.
10:37 – Family enquires about the current liabilities of Sable towards its parent and sister companies. Sable provides limited information and agrees to share the exact required set of details at later stages. Family outlines its basic vision and highlights the synergy in the collaboration for infusing innovation. Family further elaborates on the success of its previous collaborations including one with the Government! Family proposes to acquire Sable at 2.5 billion dollars taking into consideration the scandals which Sable has been involved in, which has lead to a reduction in its market value.
10:52 – Sable introduces a counter offer to sell an 85% stake in Sable for 5 billion dollars, which can be reduced to 4.5 billion dollars. Family puts forward another offer to acquire 75% at the market value of 2.8 billion dollars. Sable displays a desire to sell 50% stake. Family responds in the negative to this offer. Family demands an additional 5% stake for the payment of impending fines payable by Sable. Sable has hinted at the fines being around 100 million dollars, beyond which they will cover for themselves. Looks like they are hiding something?
11:07 – Sable proposes to have proportionality in payments of fines and that the stake Family acquires shall be 55%. Family demands the intellectual property rights and technological capabilities of Sable in all the products, especially autonomous cars in order to bring a revolution in the market against a 55% shareholding. Both the parties reach consensus on selling 55% stake for 2 billion dollars inclusive of the impending fines. The discussion ensues on the collaboration of the logos of both the companies while maintaining the popularity of Sable and Obsidian as the quintessence of U.F.
11:14 – The negation has moved to the distribution of the Board of Directors between the companies. Family proposes 4 seats including the Director and CEO to be appointed from the Obsidian group and Mr. T as Chairman. Obsidian offers to hold 6 seats. Finally, the deal has been set on 5 seats for Sable on the Board of Directors. Family shows interest in the discussion on the corporate governance structure of Sable to prevent future scandals. The deal concludes, Sable agrees to sell a 55% stake for 2 billion dollars with the responsibility for all impending fines.
Room No 105 | Team Code 116 vs Team Code 103
10:12 – The round has commenced! The judges have arrived and are ready to mark the scores. The participants exchange pleasantries and introductions. The Obsidian group introduces the company’s century-long history. They express their intentions to go forward with a greater focus and build new products. Family Motor Co. Ltd. introduces their company’s vision to foster innovation towards cars and develop better products. They express their intention to look forward to a collective future with Obsidian.
10:25 – Family Group’s interests lie in securing a favourable deal structure for the sale of Sable, with a keen eye on post-acquisition corporate governance, transparent regimes, and potential future collaborations. Both parties agree that utmost importance will be placed on maintaining confidentiality throughout the negotiation process. Both parties commit to setting the agenda collaboratively, with Obsidian taking the lead in the next steps, including the crucial discussion on the company’s valuation and the role of Mr. T. Additionally, intellectual property rights and potential new projects will be key topics of discussion. It is evident that the Family Group is eager to delve into the first agenda, which revolves around the deal structure, and there is a shared consensus on the importance of the proposed agenda.
10:35 – A myriad of questions and concerns have surfaced, all of which are receiving due attention and resolution. The Family Group is particularly interested in the complete acquisition of Sable, primarily driven by the pursuit of enhanced profitability. Meanwhile, there is a notable need for greater clarity regarding the cross-ownership structure, with Obsidian taking the initiative to shed light on this intricate matter. Additionally, the Family Group raises concerns about the terms of the agreement, particularly in relation to potential equity dilution by Obsidian and other sister companies involved with Sable. As the dialogue progresses, the conversation naturally gravitates toward the intricacies of the cross-ownership structure. Obsidian expresses its willingness to collaborate by sharing technologies and exploring essential aspects of Sable. The Family Group, which holds controlling interests, remains keen on understanding the considerations underpinning this complex cross-ownership arrangement. Obsidian holds reservations on the Family Group acquiring controlling interests.
10:57 – The Family Group is seeking control over the judicious utilization of technology provided by Obsidian and Sable, envisioning a symbiotic relationship characterized by shared factories and resource-sharing. In negotiations, the Counsel of Obsidian is willing to exchange a 34% stake in Sable for a 13% stake in the Family Group, while also proposing that the Family Group invest in 1.8 billion dollar bonds from Sable. However, the Family Group raises concerns about potential legal scandals, the erosion of consumer trust, and Obsidian’s current valuation of 3 billion dollars. Obsidian acknowledges these concerns, assuring the Family Group. They emphasize that they do not intend to assume controlling interests, instead suggest a counteroffer of 45% acquisition. After deliberation, the parties find common ground and agree on a cross-ownership structure. The subsequent discussions revolve around ensuring transparency in the corporate structure for their future collaboration and addressing legal scandals involving Sable, for which Obsidian takes responsibility and offers assurance.
11:03 – As the round comes to a close, both parties successfully reach a consensus on the cross-ownership structure, with 45% allocated to Sable and 11.5% to the Family Group. With this crucial agreement settled, the discussion now shifts towards to addressing the rights and interests of the stakeholders involved. However, due to time constraints, the IP rights that Obsidian wishes to discuss will be deferred to future negotiations. Despite this, both companies are eagerly anticipating a future marked by collaboration, resource sharing, and the exchange of cutting-edge technologies, fostering a promising partnership ahead.
Room 202 | Team Code 125 vs Team Code 102
10:17 – The judges and participants have arrived! They exchange pleasantries and introduce themselves to each other and the round commences. The CEOs of both parties provide the background of their respective companies and the CEO of Family Motor Co. Ltd. communicates her apprehensions about the scandal and mentions that it would be unfeasible to jump into any negotiation without a thorough investigation. The exciting negotiation continues…
10:32 – Both parties present their negotiation agendas. The Family Group seeks information about Obsidian’s assets, considering their importance in the upcoming deal. Obsidian complies and seeks clarification on Family’s specific goals. The discussion then shifts to the conflict – whether the acquisition will be full or partial? The Family Group is keen to understand why Sable wants to sell stake in the company. Eventually, they provisionally settle on a 49% stake acquisition by the Family Group. The negotiations advance to discussing the corporate structure. Family’s CEO suggests that to recover from a decade-long scandal, they should acquire a majority stake of 75%, but Sable disagrees, leading the negotiations to continue.
10:47 – Sable discloses scandal-related liabilities, raising concerns for the Family Group regarding the acquisition. The negotiation now focuses on the shareholder dispute from the initial meeting. Sable is willing to offer a majority share, possibly up to 55%, but with higher compensation. The Family Group asks about technology cross-ownership, which Sable opposes, favouring cross-sharing benefits. Sable’s Counsel uses a whiteboard to explain post-acquisition corporate governance. The Family Group emphasizes that the deal’s outcome hinges on resolving the issues related to cross-sharing of assets and services among Obsidian’s sister companies.
11:02 – Family’s CEO suggests collaboration on Sable’s Project Ultra, but Sable politely declines, leading to a return to the discussion about shareholding. Later, Family proposes a joint venture for electric vehicle production, which Sable rejects. Following a private discussion, Family’s CEO expresses his readiness to lower their shareholding percentage but stands firm on the decision-making dispute, insisting on acquiring majority decision-making authority. With the dispute unresolved, the Family proposes a new corporate structure.
11:09 – The negotiation remains focused on the distribution of decision-making power, with both parties actively seeking common ground. They agree to reconvene in the future. The CEO of Family, Mr. T emphasizes that having majority decision-making authority significantly impacts their decision to finalize the deal. The negotiation concludes amicably, with plans for future meetings.
Room 204 | Team Code 104 vs Team Code 126
10:18 – Greetings, everyone! The representatives of Sable Ltd. and Family Motor Co. Ltd. have settled in their seats and we are ready to begin what we hope will be a wonderful round of negotiations. The parties exchange pleasantries, introduce each other and the round commences. The CEO of Family Motor Co. Ltd. initiates the deliberation by highlighting the vision of their company being environment friendly and starts to discuss the essential points of the negotiation such as the structure of the deal and the composition of the board.
10:33 – The Client of Sable shares its interest and relationship with its company. Both parties set the agenda and finalize on strategic alliance and corporate governance. The client of the Family Group highlights the importance of collaboration and emphasizes that both parties benefit from the same. Further, the CEO of Sable expresses his concern about not having any Obsidian members on the Board and continues to explain how deeply Sable is integrated into Obsidian and the benefits the company would have on the collaboration. The parties continue their deliberation on the corporate structure and converse over the decision-making aspects of it.
10:49 – The parties reach an impasse and the negotiation revolves around the structure of the board. The Counsel of Family brings a proposal to the table suggesting that Family would have major control over certain areas through which they could drive up the profits of the collaboration. The representatives of Sable seem satisfied with the proposal and suggest some changes. The Client for Family puts forward another proposal to purchase the technology of Sable and expresses their keen interest in the technology expertise of Sable. The Client of Sable clarifies that the legal title would remain with Sable and Family would only have the right to purchase their assets. The parties continue their discussion and delve into the modalities and flexibilities of the same.
11:02 – Sable reiterates the importance of the collaboration and discusses the technology sharing and IP structure. Mr. T conveys that control over intellectual property is important for them in the collaboration. The Client for Sable clarifies the structure of the ownership of the special purpose vehicle (SPV) and confirms that revenue from the same would be shared equally by both companies. The parties delve into the conceptual framework of SPV and Sable explains the intricacies of the same. Another proposal comes to the table from Family, it suggests that the ownership of SPV should lie with them. The parties continue their discussion on the same.
11:09 – The parties decide to keep the discussion regarding the IP rights and structure for another day. With 3 minutes left for the round, the teams introduce compensation and valuation aspects of the deal. Time, time, time – they decide to postpone it to a later stage. The parties further their aim to discuss other relevant contentions with respect to the valuation, structuring, and governance in the future, and wrap up the negotiations!
Room 205 | Team Code 113 vs Team Code 114
10:21 – The parties have arrived and are introducing themselves, engaging in pleasant repartee. The judges are intently observing the round as it begins! Obsidian Group’s Counsel sets the agenda for the session while understanding Family Motor Co. Ltd.’s viewpoint, which is deciding the ownership structure and the scope of the deal.
10:39 – Family’s CEO sets a clear tone of empathy and compassion about Sable’s scandal, and is optimistic about a mutual benefit at the end of the deal. The Counsel of Family agrees with Sable’s agenda but desires more clarity regarding the scandal and wishes to deliberate on the cross-sharing of technologies between the companies. Sable emphasizes on having a mutual agreement rather than an acquisition, after which the CEO tries to explain that the scandal was caused due to unfortunate circumstances and that measures are taken to prevent a reoccurrence. Family continues to lay importance on the corporate structure – which is to have at least 51% voting stake and 1/3rd of the shares and that all the members on the Board would be acting in the best interests of the company.
10:52 – Obsidian’s Counsel wants to retain the character of Sable, and thus would like a minimum of 7 members on the Board and continue as a majority shareholder. Entrenchment is put forward as an option. To ensure transparency and profitability considering the financial struggles Sable is dealing with, Family continues to propose acquiring a majority share. Sable’s CEO proposes an equal number of seats for both parties on the Board. Even this is shut down by Family, reiterating the reasons, which are declining sales and the consequences of past mistakes of Sable. Further, the Counsel proposes additional independent directors, who would have an advisory capacity in the company to solve the deadlock regarding the structure.
11:09 – Regarding the proposed chairmanship of Mr. T, allegations of misappropriation against Mr. T are brought up by Sable. The Family Group explains, saying that all the charges have been exonerated and that legal proceedings have not been carried out. In addition, it is suggested that a fact-checking body may be appointed for further investigation. The parties decide that an entrenchment clause would be added, to prevent disagreement about the composition of the Board. They clarify that the current electric automobile project of Sable will be out of the scope while discussing the sharing of technologies. Family offers their expertise in case they need it, which Sable gladly accepts.
11:17 – Next, the valuation of Sable is set at 3.5 billion dollars according to the audit by Family. The audit of Sable is valued at 5 billion dollars instead. Family explains that their valuation of Sable varies because of the fines levied on them in foreign countries and poor public perception. The deal concludes despite a lack of clarity on the exact terms, but there is a very bright future ahead for future agreement between the parties.
Room 301 | Team Code 118 vs Team Code 131
10:16 – Greetings, everyone! The representatives of Obsidian Group and Family Motor Co. Ltd. have settled in their seats, and we are ready to begin what we hope will be a wonderful round of negotiations. Both sides exchange their introductions and share their common intentions and expectations from the negotiation round. Following the formalities, the parties undertake to set the agenda.
10:31 – Obsidian addresses the elephant in the room – they explore the possibilities of a strategic alliance by digging into the issues related to the corporate governance structure. Family proposes an acquisition, as expected. Family, further proposes how Sable presents both an obstacle and an opportunity for the parties to evolve their relationship. Obsidian highlights potential collaboration, post-corporate governance, and new horizons of the future as their prime agendas. Family interjects with an intent to lead the discussion into the direction of a conversation about the assets and the acquisition process.
10:46 – Obsidian asks the most pertinent question! Why does Family want to acquire Sable? Family replies that it wishes to revamp its management by acquiring Sable and making sure that its image in the world market is improved. Family flags that its primary concern is not about Sable’s performance but its reputation among consumers. Obsidian sees Family with the possibility of a collaboration which will entail the creation of a hybrid car together with Family. What will Family suggest now?
11:01 – Family counters with the proposal that Family holds the controlling shareholding in Sable. Obsidian is surprised, it puts the ceiling on 49% as the limit which they can offer Family. The discussion runs cold. Suspiciously, Family wants to “help out” by making sure that the Obsidian sisters are not overburdened by the recent imposition of fines and penalties by the Government. Family points out that its objective of revamping the management is defeated if it is not given a controlling shareholding. Put broadly, transparency is the concern of the table.
11:08 – Obsidian reassures Family with due diligence and offers 15% shareholding in Sable to satiate Family’s concern with the managerial board of Sable. Will this trade strike fair? Obsidian communicates its final reservation about its offer. Misunderstandings ensue as the ticking clock brings the round to a close. The round wraps up as both parties look forward to a future negotiation round.
Room 406 | Team Code 132 vs Team Code 106
10:14 – The judges and participants have arrived! They exchange delightful pleasantries and introduce themselves to each other as the round commences. Mr. T goes on a nostalgic trip, narrating the story of how his company was established and outlines the vision for Family Motor Co. Ltd. He expresses his interest in arriving at a mutual consensus, aiming to share intellectual property and working towards regulating the corporate structure of Sable Ltd. Reiterating the same, Sarah goes on to elaborate on the elephant in the room – the legal battle that Sable is going through.
10:29 – Discussing the modalities of the probable contract, Family expresses its interest in becoming a majority shareholder in Sable. Wanting to further negotiate the price of the deal even more, they take into consideration the legal issues that Sable is facing and propose a corporate restructuring. Mr. Elijah exclaims how their journey has been one of incredible innovation – coming up with cutting-edge technology that no one else has been able to parallel. Admiring the social contributions of Family, Sable aims to come up with a forward-looking alliance in the automobile sector. Sable’s Counsel emphasizes on nurturing a deal that is not solely based on profits, but sees the bigger picture. Trying to level with Family, Sable says it is not inclined towards a complete acquisition. Family counters their reasoning by pointing out the commercial benefits both parties get from it.
10:44 – Sable points out the strong presence they have in the South-Asian market. Going over the tremendous benefits their IP rights and the distribution networks bring, they assert that a strategic alliance is going to be the supreme choice. Noting differences in their working models, Family brings back the focus on consumer perception and the scandal itself. The Counsel for Family comes up with different examples to justify their inclination for a complete acquisition, which includes from mutual sharing of IP rights and various other benefits that Obsidian has to offer. Family probes Sable to release important information about the scandal.
10:59 – Family asks for a clear picture of the benefits that Obsidian is willing to offer and emphasizes that they are looking for technology sharing, asset sharing, and converging ideals. It proposes that Sable should become a subsidiary. Sable, outlining its vision again, says it does not believe in becoming a subsidiary as it would completely erode their identity. The issue of liabilities that have not been paid is brought up. Moving further, Sable completely turns down the topic of the acquisition and brings up the proceedings that Mr. T has been facing. Mr. T says he has been exonerated and that both situations are not comparable.
Conference Room | Team Code 110 vs Team Code 119
10:20 – Hello, everyone! All of the judges, counsels, and clients have arrived. The members of Family Motor Co. Ltd and Sable Ltd. have made polite conversation. Both sides reemphasize the importance of keeping negotiations strictly confidential and their desire to reach a successful agreement. The CEO of Sable talks about the deal’s framework, corporate governance, mutual admiration, and concerns. The Counsel follows up with their negotiating objectives including pre-acquisition issues and prospective deal details. The negotiators from both sides are perfectly complementing each other!
10:35 – The CEO of Sable expresses optimism about the company’s future and thanks the teams for their hard work in resolving current challenges. The Counsel says that he is acting in a consultative capacity and will provide assistance with the transaction’s technical matters. In order to simplify matters and obtain an agreement, the legalese and the nitty-gritty are mutually set aside. Obsidian is cautious when disseminating intellectual property and business secrets! The Counsel of Sable voices opposition to a complete takeover of their group, he believes that after years of working together in the same market, Family should join as a vital stakeholder.
10: 45 – The Sable Group is willing to negotiate a larger Family Group ownership percentage if it would be in the company’s best interest. Although the teams agree that working together is essential, they do not expect Obsidian’s intellectual property and design to be included in any sale because they have little say in the direction the parent firm takes. Without the same, the Family group is unwilling to commit to the deal. However, the Family Group hopes to acquire a sizable position in the transaction, and the details of the organizational structure to be worked out subsequently.
11:00 – Sable would like to meet with the Family Group to discuss the transaction’s parameters and the Family Group’s capital commitment. The Family Group’s Counsel is interested in learning more about the Sable’s aims and objectives now that they have a 5 billion dollar valuation. Concerned about the debt financing and Sable’s poor economic performance over the past few years, the Family Group is dubious of the company’s ability to weather any future cash flow troubles. The Counsel of Sable details the complex layers of the problems they are facing and expresses confidence in the organization’s long-term viability.
11: 07 – We’re down to the wire now! The financial plan and the amount of compromise between the parties are still in the works. The parties place a premium on good corporate governance. They seem to have reached an agreement on the percentage of the takeover and the required number of Board members. They would also like to hire in-house legal representation and contribute emergency bundles to get the deal across the finish line. Both parties reach an agreement on how to divide up the IP. It was truly, a beneficial round and set the floor for the next round of talks.
Preliminary Round 2
Room 101 | Team Code 118 vs Team Code 103
14:00 – Greetings to everyone! The judges have arrived, and the atmosphere is charged with anticipation. The parties sign the confidential agreement, starting the negotiation on the right note. The parties show enthusiasm to reach a collaborative deal.
14:15 – The negotiation begins on a positive note. Strives echoes their human rights concerns at the outset by emphasizing that they have competing offers for this deal. With many issues to discuss, the Watt Group offers to start the discussion on the human rights issues, showing their commitment to the cause. Watt Group, having signed a confidential agreement, promises full transparency.
14:20 – The Watt Group proposes that they will be willing to take care of the monetary liability that has arisen before the acquisition. Strive agrees to the proposal while demanding an indemnity clause to be signed. The Watt Group agrees to this. The negotiation proceeds with one agenda being finalized.
14:35 – The discussion takes a tense turn as valuation of CoNiCo is being discussed. The parties emphasize on the importance of not turning the discussion into positional bargaining. Several offers of valuation are being proposed and discussed. The parties gracefully handle the negotiation as they agree on a 50 million dollars as a tentative amount.
14:50 – Strive agrees to 100% acquisition of RPower for a valuation of 15 million. The parties agree to a 3-month time span for government support for the project. The parties come to a conclusion, they are glad with the progress they have made and show enthusiasm for future sessions!
Room 103 | Team Code 102 vs Team Code 116
14:06 – As the competition furthers, Room No. 103 is again bustling with greetings and goodwill. Simone and Sarah from StriveEnergy Company introduce themselves followed by Kellan and Phil from Watt Group. Simone is in all praises for Sarah’s expertise as she moves on to introduce herself. Kellan reciprocates the energetic duo and agrees with Strive on their shared aim to promote corporate responsibility and sustainability.
14:21 – Phil sets a multifaceted agenda including discussions about acquisition, human rights and corporate governance. Simone makes it clearer that their primary concern is human rights. On which, Kellan seeks the other party’s position on acquisition. Phil makes it clear that the acquisition of CoNiCo is the primary agenda for Strive, with or without liabilities depending on how the negotiation goes. The Watt Group agrees to take care of their legal liabilities. Sarah, in order to put a proposal on the table, seeks the interests of Strive. Simone raises certain questions regarding workers’ union negotiation with the Watt Group.
14:36 – In response to the claim by Kellan about the Watt Group being a profit making enterprise, Simone inquires the reasons for sourcing investment and the real intention of the Watt Group to propose this deal. Phil explains their interests in terms of expanding their renewable energy footprint. Sarah seeks a discussion on the structuring of acquisition to which Phil seeks an indemnity contract. This proposal gets a positive response from the Watt Group. After which, the parties agree on appointing a neutral party in respect of accusations. Sarah reveals their business valuation at 60 million dollars along with a royalty. Strive seeks elaboration on such valuation and the process involved in computing the same.
14:51 – Kellan assures Strive of the accuracy of the numbers. Simone raises her query about indemnification on current and future litigations and proposes 50 million dollars for assets and litigation. The Watt Group agrees to the proposal on the conditionality of royalty clauses being included in the agreement at 10% per annum until it accumulates 20 million dollars including exit options for the minerals sold. Simone brings back the attention to the potential impact of litigation. Sarah clarifies 50 million dollars as indemnification would be difficult for their finances. The parties understand each other’s budget constraints.
14:58 – The parties agree to discuss valuation further. Phil expresses the impossibility of royalty clauses owing to the Board’s reluctance. Simone proposes to close the deal at 60 million if the current litigation costs do not exceed certain limits on examination of numbers. Sarah seeks alterations in the indemnity amount on account of independent enquiry proposed by Simone. The parties stick to their interests while the negotiation twirls around the same issues. Looks like the parties are stuck in a deadlock even after a caucus! The round comes to a close with many issues to resolve.
Room 104 | Team Code 115 vs Team Code 105
14:05 – The judges have taken their seats and both the parties have started the negotiation on a positive note by greeting and making each other comfortable. The Watt Group skillfully initiates the conversation with the meaning and the vision of their company. The parties emphasize on the importance of confidentiality and transparency at the same time. The Watt Group further highlights the basic issues they wish to discuss in the negotiation.
14:20 – The Watt Group expresses its desire to discuss nature, pricing and the duration of the acquisitions. Further, its agenda is to discuss any future collaboration between the companies. They propose to sell the whole stake in CoNiCo, particularly the assets. Strive expresses its reservations against the condition of workers and the status of insurances. They question the liability of the Watt Group and emphasize on the significance of ESG.
14:35 – The Watt Group wants to achieve greater success in the renewable energy sector by acquiring CoNiCo. Strive asks if the Watt Group is comfortable in signing a contract of indemnity wherein it would be paying for all the liabilities arising from human rights violations, emphasizing on its bona fide intentions. Strive demands the creation of an account to compensate and the Watt Group gives an estimated amount of 5 million dollars for potential future liabilities.
14:50 – The Watt Group points out the contradiction in Strive’s proposal to buy the whole of CoNiCo but not its liabilities. They further propose that half payment of the indemnity account will be done by Strive. Both the parties agree to strike a deal on a ratio of 1.5:3.5 by Strive and Watt respectively. The Watt Group finally proposes a total valuation of 54 million pounds to be paid in 60-90 days, Strive counters with a valuation of 52 million pounds expressing its inability to pay in such a short duration.
14:57 – Strive highlights entering a risky situation buying CoNiCo and the contingency of the deal on ESG requirements. The Watt Group puts forward its vision in the field of renewables especially wind energy. They raise concerns regarding the lack of consensus on ESG goals in Strive’s Board of Directors over which Strive expresses its displeasure. The round comes to a close, with several issues still to be resolved!
Room 105 | Team Code 110 vs Team Code 125
14:11 – The esteemed panel of judges has arrived, including representatives from both the Watt Group and the StriveEnergy Company, with Gerry and Simone leading the latter. The atmosphere is cordial as they exchange pleasantries and heartfelt wishes for each other’s well-being. CoNiCo, the focal point of discussion, is introduced by Strive as a pioneering force in the mission to revolutionize green energy, a move that promises significant benefits for both ESG compliance and the broader sustainability agenda. Confidentiality is underscored as a priority by the Strive team, addressing the proverbial elephant in the room – concerns about potential human rights violations. Price and acquisition structure remain pivotal topics of discussion, with Watt seizing the opportunity to emphasize Conico’s critical role in advancing renewable projects and the sustainable future they envision.
14:20 – The discussion now shifts its focus to the human rights violations committed by the Watt Group in their treatment of their workers. Within this discourse, two crucial issues come to light, with the first being an inquiry from Strive regarding the rationale behind divesting from CoNiCo. Strive clarifies this decision as part of their strategy to raise capital and transition towards green projects, assuring that all legal complications have been diligently addressed and emphasizing their commitment to fair treatment of workers. They propose to sell 100% of CoNiCo’s shares for a sum of 65 million dollars. Additionally, Strive raises concerns about preventive measures for potential future issues, specifically addressing the perceived bias of UK courts in assigning parent company liability. Gerry shares his apprehensions regarding future liability considerations. In response, the Watt Group acknowledges Strive’s concerns and offers assurance that such considerations could be explored in the future.
14:30 – The Watt group puts forward a joint statement that does not find favour with Strive, prompting Simone to suggest an indemnity clause to address potential future issues. However, the Watt Group is keen on shifting the discussion towards the acquisition’s price consideration. Despite their efforts, Strive remains fixated on the indemnity matter, leading to a seeming impasse in the negotiations. The focus then shifts to the valuation of assets for the impending sale. Strive seeks a clarification on the valuation method, with the Watt Group proposing a figure of 75 million dollars. The Watt Group further highlights the long-term potential of mining and minerals as a future-proof and highly profitable investment. Strive, in response, floats ideas related to share price and deal structure, acknowledging the critical role played by CoNiCo in these discussions.
14:58 – The discussion has delved deep into the valuation considerations of the parties, with a particular focus on the indemnity clause. Numbers were a central point of discussion, with Strive inquiring about the Watt Group’s valuation of 75 million dollars and Strive proposing 50 million dollars. Concerns about CoNiCo’s profitability and public image are being raised, which have been adversely affected by human rights violations.
15:07 – Unfortunately, no agreement is reached today regarding the indemnity clause. However, the parties establish a valuation range of 60 to 70 million dollars and decide to defer further discussions on this matter to the future. Despite the challenges, they remain optimistic about the potential for future collaborations.
Room 202 | Team Code 121 vs Team Code 123
14:12 – The judges and participants have arrived! They exchange pleasantries and introduce themselves to each other and the round commences. The Counsel of StriveEnergy Company begins by acquiring a mutual agreement from all the parties regarding the confidentiality of all information shared during the course of this negotiation. The agenda is laid down by both of the parties. Strive mentions that they would like to acquire the shares of CoNiCo, but they are also open to change during the course of this negotiation. Both the parties agree to discuss the cost of this acquisition.
14:27 – The Watt group’s CEO appreciates the deal’s rapid progress from conversation to negotiation. He notes that industry-related lawsuits are common, a sentiment shared by Simone. Gabriel expresses eagerness for Strive’s acquisition. The Watt Group’s Counsel, Kalra, transitions to the first agenda point: pending litigation against CoNiCo. Kalra reassures Strive that they have previously resolved and dismissed similar cases. Gabriel suggests these liabilities may be transferred to Strive as part of the acquisition.
14:42 – Strive’s CEO suggests an indemnity clause for a successful negotiation, and Gabriel agrees to share liabilities, given a fair valuation. They move on to discuss the transfer of CoNiCo, when Gabriel expresses readiness to sell it entirely and seeks details on Strive’s ongoing fundraising efforts. Strive’s Counsel clarifies that these fundraising activities aim to cover negotiation costs, emphasizing their strong commitment to achieving a mutually beneficial agreement today.
14:57 – The negotiation delves into the sensitive matter of transferring liabilities, with Strive initially being reluctant. Simone informs the Watt Group about Strive’s 15 million pound contingent liability fund. Gabriel inquires about redirecting this fund as an investment in RPower, which Strive’s Counsel accepted, conditional on an agreed indemnity clause. Valuation figures emerge, with Strive pricing the entire sale at 30 million pounds, suggesting it could be higher with an indemnity clause, an option acceptable to Watt. Gabriel reveals his need for 70 million pounds for RPower. The Watt Group seeks an asset valuation, indicating a willingness for an asset-only sale. The Strive calls a caucus.
15:04 – Strive states its capacity to invest 50 million pounds and suggests diverting excess funds from the contingent fund for this purpose. Their Counsel notes that the indemnity clause need not be absolute. Gabriel proposes a sale of shares for 50 million pounds, along with an additional 15 million pounds for liabilities, while the 15 million pounds would directly fund RPower. Strive agrees to this offer, suggesting portraying the 15 million pounds RPower investment as a public relations move to please investors. They settle on a 3-month timeline. The negotiation concludes successfully with a deal agreement and plans for future discussions on further collaborations.
Room 204 | Team Code 131 vs Team Code 107
14:14 – Greetings, everyone! The representatives of StriveEnergy Company and the Watt Group have settled in their seats and we are ready to begin what we hope will be a wonderful round of negotiations. The parties exchange pleasantries, introduce each other and the round commences. The CEO of Strive starts the conversation by highlighting the importance of renewable energy and draws attention to the climate change conference she recently attended. The parties express their enthusiasm to reach a mutually beneficial agreement and get into the essentials of the round.
14:30 – Strive starts by deliberating on the initial meeting that the companies had and comes up with new ideas for the present negotiation. It proposes to provide an in-house litigation team to the dispose human rights case against the Watt Group. Kellan clarifies that the litigation fee would be free of cost if the Watt Group agrees to the asset acquisition. The parties park the discussion on asset acquisition and move on to converse about the mechanisms of the deal. The Counsel for the Watt Group addresses the worker’s living conditions and explains the rationale behind the same.
14:47 – Keeping a healthy environment of negotiation, the representatives of Strive call for a caucus. They come back with an alternative solution to the asset acquisition issue and propose purchasing the whole share capital of CoNiCo. They move on to discuss the valuation of CoNiCo at the market price and make the discussion intriguing. Moving ahead, the parties steer the discussion towards the ongoing litigation against CoNiCo and reach an impasse. The representatives of the Watt Group call a caucus to put up new proposals on the table.
15:04 – Both teams come with new objectives and different perspectives from their caucus and initiate their discussion on the acquisition of CoNiCo. Strive pursues the discussion on financial indemnity and presents the positives of the same. The Counsel for Strive comes up with a middle ground – to pay the Watt Group 60 million dollars in return of a one-year financial indemnity from them.
15:19 – The discussion on the table now steers around the valuation of the company with each party giving offers and counter-offers. Our phenomenal negotiators have managed to reach a consensus before the time ran out! With happy and satisfied faces, they shake hands and wrap the negotiations, calling it a day!
Room 205 | Team Code 126 vs Team Code 122
14:15 – The second preliminary round has begun. The judges have arrived and are ready to carefully examine this round. The two teams, eagerly waiting, have now started acquainting with each other, exchanging pleasantries. The Client for StriveEnergy Company, Simone recalls her previous encounter with the Watt Group at the Energy Conference. She expresses her main agenda, which is to discuss the acquisition of CoNiCo.
14:33 – The human rights violations of CoNiCo are addressed by the Counsel for Strive. The Client for the Watt Group, Mr. Gabriel Kell expresses his personal connection with his passion for sustainability and justifies the reasons for the sale of CoNiCo. The Counsel for the Watt Group sets the agenda, to decide on the profitability of the acquisition, the dealing of liabilities and the future prospects with Strive – almost overlapping with the agenda of Strive. Strive’s ESG compliances are concerning to the Watt Group, which Strive mitigates by maintaining that they are working towards increasing the compliances despite the shareholders being profit-driven. Simone enquires about the allegations regarding poor working conditions for the miners of the Watt Group which is addressed by saying that there is no current litigation in progress, Strive also suggested that one person from each company may be appointed to ensure there is no reoccurrence of the issue. Their PR team will also make sure that the reputation of CoNiCo is maintained.
14:46 – The first point on the agenda is being discussed. It is clarified that the Watt Group intends to purchase 100% shareholding in CoNiCo, the main reason being that they need funds for a new wind infrastructure project. The Counsel for Strive mentions that the only ESG Compliances that they will be following are those of the EU, which is agreeable to the Watt Group. They then move on to the second point on the agenda. The Counsel for Strive sets the valuation of CoNiCo at 65 million pounds, sharing assets and excluding liabilities which will be shared by the two parties. The parties agree that the specifics will be chalked out later.
15:00 – The Counsel for Strive clarifies that any future human rights violation liabilities would be included in the indemnity clause. The existing liabilities are estimated to be 15 million pounds, and Strive proposes to include this within the 65 million pound valuation decided by the Watt Group. This is not acceptable to the Watt Group, and the Counsel reiterates that they are willing to share the liabilities. She mentions that they aim to complete the acquisition in 2-3 months so that they can start working on the new project as soon as possible. Simone maintains that they do not wish to bear any liability and that their estimation of liability is more than 15 million pounds. The Counsel for Strive proposes an amount of 56 million at a 6:9 ratio for sharing potential liabilities.
15:11 – Gabriel is amenable to Strive giving a consideration amount towards the windfarm project, RPower, however, Strive will not be a party to it. The Watt Group is willing to allow the sale price of CoNiCo to go down to 62 million pounds, excluding liabilities. The Counsel for Strive emphasises that the valuation should include the liability amount as well, but asserts the necessity of an indemnity clause to cover the risk that they are undertaking. This is a point of contention between the parties. The concluding statements are made. It is decided that the specifics will be deliberated upon later, with everyone hoping for better clarity and understanding in the future as a mutually beneficial settlement is in sight!
Room 301 | Team Code 132 vs Team Code 104
14:15 – Greetings, everyone! The representatives of StriveEnergy Company and Watt Group have settled in their seats, and we are ready to begin what we hope will be a wonderful round of negotiations. Both sides exchange introductions and share their expectations from this negotiation.
14:30 – The table discussion is set, not only for the operations of renewable energy but also for renewable synergy. The two-pronged agenda consists of the deal structure and the monetary compensation. The Counsel for Strive expresses their intent to add a third agenda for discussion i.e., the time frame for completion. Strive is keen to acquire CoNiCo, not as a whole but only its assets. Unfortunately, the Watt Group does not feel comfortable with this idea. Without their assets, the Watt Group is left vulnerable with no way to work around their liabilities.
14:45 – The Watt Group tries to ease the concerns of Strive by emphatically claiming that there has not been a clear conviction of CoNiCo to date. However, both sides seem to be on different pages with regard to the issue. The Watt Group shows their mutual spirit by claiming that they are open to an asset sale also, but only if a suitable price is agreed upon. “80 million pounds” is the magic number as revealed by the Watt Group. The discussion has turned into a dialled-down interrogation regarding CoNiCo and its valuation, with Strive shooting the questions and the Watt Group answering them with ease.
15:00 – Following a to-and-fro round of negotiations, the Watt Group demands 60 million upfront and 15 million in a deferred payment model. The Watt Group arrives at the figure by the simple formula of Capital = Assets – Liabilities, the assets being valued at 60 million and the liabilities being valued upwards of 15 million. The offer comes along with the Watt Group’s technical expertise added as a cherry on top. An offer for a pure-asset sale of CoNiCo rests on the table!
15:07 – Any amount over the limit of 65 million mark is a strict no-no for Strive. The Watt Group sticks with a deferred payment option. The negotiations seem to have come to an impasse. Maybe a future negotiation round is still afoot? The round wraps up anticlimactically.
Room 406 | Team Code 128 vs Team Code 119
Conference Room | Team Code 114 vs Team Code 120
14:15 – Scantlings of greetings, and welcome to the negotiating table! StriveEnergy Company’s executives to attend the conference and meet with influential players in the industry. The CEO of Strive is excited by the prospect of working together on renewable energy projects for the foreseeable future. They, too, are outraged by this infringement of human rights and insist that it be the subject of public debate. The Counsel states that his role is solely advisory and that his technical expertise would not be utilized in any way.
14:30 – The CEO of Strive provides a cash deal for the sale of the CoNiCo Project without asking to be released from liability. There is a counteroffer on the table, and the parties are currently assessing where they stand in relation to the project. The CEO of Strive raises concerns about the actions of the Watt Group, wondering what went wrong with the Project and the lawsuits. However, the Counsel dismisses the allegation as unserious and stands by the initial valuation of the CoNiCo Project.
14:45 – Strive offers a joint agreement and agrees on parameters to make the project larger and more ambitious, but they lack the technical backing and ability to manage it on their own. The Company needs to generate money and asks for some time, but the Watt Group insists that the sale must happen immediately so that they can use the proceeds to finance other initiatives. In order to determine their next steps, the Watt Group calls a caucus. It sounds like they are making a fresh offer with improved terms that would make working together worthwhile!
14:55 – Strive’s Counsel is not sold on the revised proposal, and they are not interested in merging to increase the value of the deal. The Watt Group’s Counsel provides an extensive justification for why the price increase is warranted and why it will not back down from its position. The Watt Group are giving serious thought to the offer Strive has laid on the table. It appears like an agreement is coming closer. The team has decided that working together is the best course of action for this transaction. The deal’s 60 million dollar package is satisfactory to all parties.
15:00 – And, time! That was incredibly productive. All issues have been solved and agreed upon by the parties. For 60 million dollars, RPower and Strive have formed a joint venture to develop ESG products, and they have also bought CoNiCo along with the indemnity contract. The parties exchange greetings.
Day 3 | 03 September 2023
10:00 – Good morning! The qualifying teams are prepared to compete toe-to-toe to decide the best four teams that proceed to the semi-finals. The problem revolves around negotiations between Super Mobiles Technology Limited and New Horizons Technology Limited. It focuses on the commercial arrangement between the two companies. The former is concerned due to the faulty devices provided by the latter which are to be presented at the upcoming World Technology Convention and subsequently reconsiders its decision to acquire a stake in the latter. The latter, on the other hand, expresses its inability to repair all of them before the event, straining a successful four-year contractual relationship.
Quarter Final Rounds
Room 202 | Team Code 104 vs Team Code 125
10:22 – Greetings, everyone! The representatives of Super Mobiles Technology Limited and New Horizons Technology Limited have settled in their seats, and we are ready to begin what we hope will be a wonderful round of negotiations. Both sides exchange their introductions and share their common goals and interests, right at the outset. The round begins on an optimistic note!
10:37 – The dual agendas set for the table today is firstly, the terms of contractual agreement and secondly, a possible future collaboration and acquisition. New Horizon communicates that ‘exclusivity’ in their relationship is of prime importance to them. But Super Mobiles has other plans, Mr. Shy explains that her company is still open to exploring other research facilities for the WTC – a move that threatens the exclusivity, that New Horizon so deeply values.
10:52 – New Horizons wants to know whether the repairs entail software or hardware defects, in order to suitably calculate their approach. New Horizons can only handle 25000 pieces at the moment, due to a paucity of resources. Therefore, the parties seem eager to explore creative solutions to address the resource scarcity. The most crucial question comes up – determining the price for the 25000 devices that New Horizons is able to repair at this point of time.
11:07 – Talks of a third party vendor are afloat. New Horizons is desperate to seek reassurance, by apprising customers of recent events, that will effectively clear up any reputational threats for the budding start-up. New Horizons is open to drop down the price to 150 dollars in light of other flowing cash revenues that will be arranged by Super Mobiles in a sale of 3 million devices over the course of the next year. Shy seems reluctant to trust the start-up considering the not-so-old disappointment encountered due to the defects. Reassuring them of the quality of these new devices may sway the party to come over to the other side.
11:14 – $150 is the magic number agreed upon by both parties! The cracks in the relationship of the parties seem to be healing. The next thing up for discussion is the proposal of an investment. Super Mobiles does not look too happy about this proposal. Well, as they say ‘Rome wasn’t built in a day’. The parties recognize that all issues cannot be put to bed in one sitting. A future negotiation round is still afoot, the round wraps up with several questions unresolved.
Semi-Final Rounds
13:00 – Good afternooon! Teams 110, 121, 123 and 125 are all set to compete in the semi-final rounds. The problem revolves around negotiations between MyRobot SA and Tech Bros LLC. It focuses on the joint venture by two companies for the development of a medical robot “Farma Friend” subject to a definite shareholders’ agreement. The primary bone of contention between the parties turns out to be the procedure of creating new revenue streams for the venture. The former suggests revenue influx through strategic partnerships with other robotics companies and a subsequent exchange of Farma Friend software with royalty fees, which the latter refuses.
Room 406 | Team Code 123 vs Team Code 125
13:12 – The semi-finals of the competition are underway! Our esteemed judges and teams are present, all set to engage in fruitful negotiations rooted in trust. Anika Smith, CEO of MyRobo SA, begins with her introductions, and Abdul Scott, CEO of Tech Bros LLC, reciprocates. Abdul expresses his concerns about the battery mishap and the resulting loss of trust. Nevertheless, he emphasizes his commitment to resolving these issues and achieving a successful resolution.
13:25 – Tech Bros put forth a comprehensive agenda encompassing several key aspects, including discussions on battery technology, renegotiating shareholder agreements, exploring new revenue streams, and forging strategic partnerships in the realm of artificial intelligence. In response, MyRobo expresses concerns regarding the battery mishap while assuring its commitment to addressing it. They also voice apprehensions about Farma Friend Developments SARL’s (FFD) profit-generating capabilities and suggest prioritizing the financing of the Hospicare Agreement as a pressing matter. Paul, the General Counsel of Tech Bros expresses their intention to discuss the battery issue first, to do away with any mistrust that might have affected their relationship.
13:35 – MyRobo expresses their desire to reach a settlement to avoid potential arbitration arising from the shareholder agreement while securing financing for FFD’s Hospicare. The current focus of the discussion revolves around the battery mishap. Abdul expresses concerns regarding the quality and security of using the battery in conjunction with compatible products. He questions the unilateral decision to change the battery and seeks clarification on how MyRobo intends to rectify the situation. MyRobo maintains that they possess the legal right to select their suppliers and assures everyone on the table that thorough research has been conducted to ensure the safety of the batteries. Tech Bros propose an independent research initiative to verify the batteries’ safety and request indemnity. MyRobo agrees to uphold full confidentiality and supports the idea of independent research and testing, while refraining from giving an affirmative response to the indemnity request.
13:50 – MyRobo continues to assure Tech Bros of the safety of its batteries. Tech Bros express their scepticism, suggesting that the tests focused on the software and raising concerns about the quality of MyRobo’s batteries. In response, MyRobo declines to provide financial assurance but offers to explore alternative forms of assurance, suggesting a representation agreement. After some discussion, the parties reach an agreement on the representation agreement and decide to consult independent analysts to evaluate the batteries. The conversation then shifts towards discussing amendments to the shareholder agreement. MyRobo inquires about the financing method for Hospicare, prompting Tech Bros to propose a debt-based approach. However, MyRobo is hesitant, citing the existing debt of FFD as a concern. In response, Tech Bros propose a discount on the preference shares, which MyRobo declines, as they seek a more significant influence on the Board. Despite these initial disagreements, both parties agree to collaborate on resolving these issues and achieving synergies in the future.
14:00 – MyRobo is not interested in taking over FFD and assures the gradual acquisition of shares owned by Tech Bros – proposing that Tech Bros undertake debt to own the 75% equity in FFD. Tech Bros are open to these discussions and ask for material veto rights and material transaction rights. MyRobo is open to considering sharing of material transaction rights but asks for more shares and requests veto rights. The parties agree to a gradual acquisition until the 75% mark is reached, with the remaining 25% of Tech Bros’ shares not being expropriated. MyRobo expresses concerns about the secondment of employees, especially regarding confidentiality issues arising from Knott&Cross. Tech Bros assure MyRobo that these are just preliminary considerations, and they do not have any intention to disrupt MyRobo’s company structure. Both parties agree to take these discussions to their respective Boards and anticipate further negotiations regarding secondment considerations.
Room 506 | Team Code 110 vs Team Code 121
13:11 – Welcome one and all! The representatives of MyRobo SA and TechBros LLC have settled in their seats and we are ready to begin what we hope will be a wonderful round of negotiations. The parties exchange pleasantries, introduce each other and the round commences. The CEO of MyRobot expresses their wish to reach a mutual agreement on the Hospicare Project. Both parties move ahead to set the agenda and look forward to reaching a common ground.
13:29 – Both the parties continue deliberation on their interests and make efforts to reach a mutual understanding and agenda to begin the rounds. The parties decide to proceed with the discussion on the Hospicare Project, the profitability of the company and if it is beneficial for them to draw a deal with Hospicare. The Counsel for MyRobo starts the conversation by highlighting the capital crunch issues faced by Tech Bros and suggests that they are willing to provide them capital along with a dilution of shares. They propose changing the shareholding percentages, with MyRobo holding 70% and Tech Bros holding the remaining shares.
13:43 – The parties reach an impasse as the negotiation revolves around the capital investment and the dilution of shares. The co-CEO of Tech Bros, Abdul Scott proposes taking a bank loan to proceed with the investment in Hospicare and deliberates on how the liabilities of the loan would be distributed. The Counsel of Tech Bros proposes a hybrid shareholding model for their investment in FFD. With offers and counter offers on the table, the Counsel of MyRobo introduces two new aspects to the deal – one, capital infusion in FFD and two, taking a bank loan. Both parties are comfortable with this proposal and steer the discussion towards the leadership, management and shareholding dilution that would be affected by the same.
13:57 – Keeping the cheerful environment of the rounds alive, the parties are amenable to the proposal suggested by MyRobo. The Counsel of Tech Bros lays down their concerns with the decision-making process and express their willingness to have equal voting rights even if there is no holding of equal shares. Both parties continue to iron out the concerns they have with equal voting rights. Anika Smith, the CEO of MyRobo proposes a non-compete clause as an alternative to the decision-making rights both companies hold. The negotiation continues on the structure of rights that each would hold if share dilution takes place and set a capital threshold of 10 million dollars, exceeding which an equal voting would be agreeable.
14:06 – The parties express their mutual interest in the growth and development of FFD. The parties bring a new agenda to the table – revenue streams for their upcoming ventures. Time, time, time – they then postpone it to a later stage and move to discuss a confidentiality clause in the shareholders agreement. With 3 minutes left for the round, the parties summarise the issues they have discussed, the interests they agreed upon and highlight significant transactions where voting rights would differ. The parties further their aim to discuss other relevant contentions in the future, and wrap up the negotiations!
Final Round
16:00 – We begin with the most awaited Final Round – Team 121 and 125 are set in their seats as they go head-to-head for the Title! The problem revolves around negotiations between the GlamCouture Corporation and Wardrobista Limited. It focuses on a potential deal between the two parties, wherein one party will assist the other in online sales in return for a suitable commission. GlamCouture, despite having a significant online presence has attracted troubles around the unsustainable approach of its associate members. The latter is widely known for its sustainable approach and desires the assistance of the former to boost its online sales.
16:06 – Welcome to the Final Rounds of the 8th Herbert Smith Freehills – National Law University Delhi International Negotiation Competition! The Clients from both the parties recognise their last meeting and warmly exchange pleasantries. David Guy, the Client for Wardrobista Limited, begins headstrong with the issue of sustainability, explaining how crucial it is for his company. The baton passes on to the Counsel, Chloe Estevez, who succinctly contextualises the discussion in relation to the changing legal scenario, and the intersection of law, market and sustainability.
16:20 – Amanda Jones, the Counsel for GlamCouture Corporation, underlines the need for transparency throughout the negotiation session. Chloe affirms the mutual interests of both the parties to directly address the key issues, namely: terms of elaboration which includes commission rates, value creation, promotion of diversification, and the like. David wishes to draw attention to some points: first, sustainable processes take front seat, and second, the packaging must adhere to the spirit of sustainability by using recyclable materials. “People, Planet, Profit” is the rallying cry for David, he emphasizes on development of the present generation without sacrificing the needs of the future generations. He expresses concerns regarding the exponentially increasing carbon emission levels and urges the other party to give due consideration to the same. Chloe underscores the benefits GlamCouture would reap if they factor in sustainability concerns. Lorenzo Blake, CEO of GlamCouture wishes to elaborate upon the second agenda, to which the opposite party replies in affirmative. They further highlight how difficult it would become for GlamCouture to commit to a rigid timeline to adopt new packaging standards, since the same would require sweeping changes in terms of the working of the company.
16:35 – Lorenzo believes that 2025 could be seen as a feasible timeline for the proposed transition. David pointedly asks about the standards GlamCouture plans on using, to distinguish itself from other brands, particularly how would the company label certain brands as ‘ESG-compliant’. David seeks an in-principle agreement regarding the fact that in the event the products of Wardrobista are hosted on the GlamCouture website, the same would be packaged through a full-fledged recycling-friendly process. In case the deal materialises, Lorenzo asserts that the botton line for their company is that the whole procedure of transition must not exceed 2% of their current production cost. Amanda proposes a creative solution, that is, a potential collaboration between the parties wherein Wardobista could aid GlamCouture to expand research in relation to sustainable packaging, being cognisant of the infancy of GlamCouture in this regard. Coming to revenue sharing, Amanda proposes a sliding scale commission system instead of a flat 10% sharing. David expresses reservations about GlamCouture viewing Wardrobista as a potential liability.
16:50 – Lorenzo expresses their wish to foster at least a five-year long partnership. David brings in the value of quid pro quo to assert that the lowering of commission rate must go hand-in-hand with an increase in the term of the partnership. Both counsels find resonance with each other on the point of agreeing to a shorter partnership term with an option of renewal. Amanda attaches an exclusivity consideration to the discussion. David seems concerned about the same, they are reluctant to do away with their collaboration with EcoClothing Ltd. Lorenzo wishes to deliberate upon the placement of Hiro Hanada, Wardrobista’s exclusive designer, in the potential deal. Lorenzo attempts to present a collaboration with GlamCouture as so lucrative a deal that Wardobista should have no concerns about letting EcoCloting go! Advertisement concerns come into the mix, and timely so! David urges GlamCouture to comply with their ESG standards in relation to marketing, to the greatest extent possible. Chloe attempts to bring the negotiation to the optimum pace by way of a masterful summarisation.
16:57 – The parties come back to the parked point of Hiro Hanada, both mutually recognising their worth. Chloe suggests offsetting the commission costs through financing of designs. David proposes a differential weightage in the commission rates attached to the products of Hiro Hanada and those of other designers, with the rate for the prior being significantly lower. David, realising the paucity of time, moves on to discussing the retention of Jennie B, one of GlamCouture’s ambassadors. Her involvement in controversial social media posts is discussed.
17:01 – After recognising the significance of Jennie B for GlamCouture, Wardrobista adds the caveat that in case of her retention, they would like to be privy to her employment contract as well. Realising that they are short on time, Chloe summarises the issues discussed during the course of the session. The parties thank each other for taking the time to discuss the same.
17:32 – We now segue into the Q&A segment. First up is Team 121. The judges begin! They begin with asking about the power differential between the two companies. Mr. Rakesh Prusti explains the feasible conception of sustainability, that is, it must not come at the cost of business. Mr. Chris Parsons felt that the team came from a position of weakness during the round. Madam Shukla Wassan questions as to why the team failed to realise their strengths which could have been skilfully maneuvered for their benefit. The team sieves through the barrage of questions for constructive feedback. All in all, a highly engaging Q&A session. Coming up next is the Q&A segment for Team Code 125!
17:54 – Straight to the point, Mr. Siddharth Shukla asks the Counsel for Team 125 about the top three considerations for their team. Mr. Rakesh Prusti questions them about the intent behind the proposed deal, contextualising the same with the motive of profiteering even in a declining market. Mr. Chris Parsons highlights the perils of being ‘too good’ at negotiating, that is, endangering the chance of a successful deal. Mr. Siddhartha Shukla expresses concern about the team’s approach towards transactional negotiation wherein they seemed to disclose too much of competitively sensitive information. An extensive dialogue about the role demarcation between the client and the counsel ensues. The gruelling Q&A session comes to an end. With that, we come to the end of the Final Round of the 8th HSF – NLU Delhi INC!
Valedictory Ceremony
18:45 – A very good evening, everyone and welcome again for the final time for this edition of the INC. The valedictory ceremony has begun. Our Team Coordinator, Ansh Chowdhary welcomes the dignitaries seated on the dais. The panel is bedecked with Prof. (Dr.) Ranbir Singh, Former Vice Chancellor of NLU Delhi, Prof. (Dr. ) G.S. Bajpai, Vice Chancellor of NLU Delhi, Ms. Shukla Wassan, Independent Director (GE), Corporate Advisor & ADR Professional, Mr. Chris Parsons, Chairman for India Practice, Herbert Smith Freehills LLP and Mr. Siddhartha Shukla, Partner at Herbert Smith Freehills LLP. Prof. (Dr.) G.S. Bajpai expresses his gratitude to the judges and HSF for their unwavering support in the organization of the magnanimous event. Talking about the great platform that the competition gives to all its participants, he hopes they all had a great time of learning and growing. He reiterates the importance of participation over winning, and congratulates all the participants.
18:55 – Our Team Coordinator, Divisha Hassanandani invites the backbone of the competition, Mr. Chris Parsons to address the gathering. Chris Parsons exclaims that negotiation is one of the most important skills a lawyer can have – combining legal knowledge with the commercial acumen. As one of the judges for the final round, Mr. Chris Parsons shares his thoughts on his experience with the finalists, praising them for their outstanding performance. He takes a moment to express his heartfelt gratitude to all the judges who dedicated their weekend to judge the rounds at the INC. In his endeavor to raise awareness, he emphasizes the significance of mental health for both lawyers and students.
Prof. (Dr.) Ranbir Singh goes on a nostalgic journey outlining the institution of the competition. Sharing the fond memories he has with the competition and people associated with it, he says that they keep him going and keep him active. Amusing everyone with fun, light anecdotes, he too highlights how negotiation is a key part of one’s life.
19:11 – Mr. Siddhartha Shukla illuminates the crowd with his experience as a Final Round judge and appreciates the commendable performance of every participant with a huge round of applause. He shares how negotiation is the most cherished aspect of his work life. Applauding the meticulously crafted feedback that the judges gave every participant, he expresses his earnest hope that everyone had great takeaways from the experience. Offering a token of appreciation to all involved, especially Dr. Nidhi Gupta, he commends the success of the competition.
14:28 – The most awaited award ceremony has begun! Bagging the first award of the evening, the Spirit of the Competition Award, we have Chuo University, Japan. Dr. Nidhi Gupta felicitates the team. Moving on, NLS Banglore takes the Best Negotiation Plan Award home and is felicitated by Mr. Siddharth Shukla. The Best Negotiator Award is won by Linus Koh Kok Chuen from Singapore Management University.
The crowd eagerly awaits for the winners of the competition. The Moot Court Hall is filled with excitement and speculation. The winners of the 8th HSF – NLU Delhi INC are Singapore Management University, Singapore! Mr Chris Parson, Prof. (Dr.) G.S. Bajpai, Ms. Shukla Wassan and Prof. (Dr.) Ranbir Singh hand over the magnificent trophy to the winners. University of Technology Sydney takes home the First-Runner Up trophy.
The Student Coordinator, Ishaan Nyati expresses his gratitude to the Organizing Committee members, the volunteers, the staff as well as the faculty, without whose support the competition would not have come to be. Prof. (Dr.) G.S. Bajpai presents mementos to the dignitaries and invites all the dignitaries, participants and volunteers for a farewell photograph to conclude the ceremony.
