National Law University, Delhi, in collaboration with Herbert Smith Freehills Kramer LLP, is geared up to host the 10th edition of the International Negotiation Competition (INC). The Herbert Smith Freehills Kramer –NLU Delhi INC is a carefully designed platform that blends academic insight with industry practice, offering law students worldwide a unique opportunity to sharpen their negotiation skills.
The competition brings together aspiring lawyers from across the globe to engage with the evolving dimensions of negotiation in a setting that is both challenging and rewarding. With simulations grounded in real-world contexts and industry nuances, participants are pushed to translate classroom learning into practical strategies.
Since its inception in 2014, the HSF Kramer –NLU Delhi INC has carved out a distinctive place in India’s legal education landscape, drawing significant international interest. Over the course of eight successful editions, it has built a reputation for innovative problem design, fair and rigorous evaluation, and a strong legacy of excellence. Now, in 2025, the competition returns for its 10th edition, scheduled to take place from the 29th of August to the 31st of August at NLU Delhi.
The 9th edition of the competition witnessed the team from the University of Cambridge as winners, while the University of Technology Sydney emerged as the Runner-Up. Maharashtra National Law University, Mumbai, bagged the award for the Best Negotiation Plan. Divyank Dewan from National Law Institute University, Bhopal, was adjudged the Best Negotiator, and Chuo University, Japan, won the Spirit of the Competition Award. This year, the 10th HSF Kramer –NLU Delhi INC is all set to push the boundaries of negotiation, and our live blog will bring you every highlight. Keep an eye on our Instagram and LinkedIn for regular updates.
Day 1 | 29th August, 2025
16:00: At NLU Delhi’s Academic Block, participants, Organising Committee members, and volunteers mingle as registrations take place. People exchange greetings, and the atmosphere is lively, with everyone eagerly awaiting the inaugural ceremony and the much-anticipated panel discussion.
18:07:Mr. Bardell extends a welcome to the guests. He points out that the INC provides a high-stakes environment for students to learn the ins and outs of negotiation. He appreciates the relationship between HSF Kramer and NLU Delhi for the valuable opportunities it provides to students and goes on to underscore the importance of dispute resolution and negotiation. He wishes the team’s success in the upcoming rounds and tells the participants to enjoy the rollercoaster of a weekend that will ensue.
18:15:Mr. Siddhartha Shukla, in his address, discusses his participation in the organisation of the competition from its inception. Hemphasizes the invitation-only nature of the competition. He also addresses the community that is formed by the competition with a story of two former participants who went their own ways in life, to different continents, and came together years later to form their own law firm! He also tells the participants to take the time to go out, visit, and explore the city. The highly anticipated panel discussion will begin now.
18: 28 :With the end of a successful Inaugural Ceremony graced by esteemed guests and enthusiastic participants, we move towards an insightful panel discussion. With the topic: ‘Working Through a Deadlock in Commercial Deal Negotiations, ’ the guests, Mr. Sanjeev Adlakha, M&A expert, Partner S&R associates; Ms. Mehak Oberoi, Legal Head(Hydro-APAC) GE Vernova; Mr. Mark Bardell, Partner, Herbert Smith Freehills Kramer LLP; Mr. Siddhartha Shukla, Partner, Herbert Smith Freehills Kramer LLP; and Dr. Nidhi Gupta, Associate Professor of Law, NLU Delhi, delve into an engaging conversation. Dr. Nidhi Gupta, being the moderator for the session, leads the interesting discussion with the question ” Why do deadlock happens?”. Ms. Mehak shines light on the role of ego, and Mr. Adlakha points towards the focus on the result as potential reasons for the deadlock.
18:43 :Turning the discussion to Mr. Shukla, who has experience on both sides of negotiations, Dr. Gupta inquires into the approach adopted by the industry experts. Mr. Adlakha emphasizes the importance of strategy in ensuring that clients’ interests are upheld, which is further illustrated by Mr. Mark through a real-life, high-stakes example. Ms. Mehak takes a positive outlook towards deadlocks and highlights how a problem can be converted into an opportunity. Mr. Shukla provides insight into how deadlocks can be a powerful tool in a counsel’s arsenal. Mr. Mark provides an in-depth explanation of the ‘third chair methodology’.
18:58:Mr. Shukla lays down the set method of an M&A transaction and how the counsels come to the ‘Principles discussion’. He also explains the difference between a banker and a lawyer, which is of great importance to understand, one that marks the difference between a lawyer and a good lawyer. Mr. Adlakha emphasizes the importance of being a good listener. Dr. Gupta poses the question of how one can be assertive, not dominant, to which Mr. Mark gives the example of politicians, and Ms. Mehak explains how a lawyer can gauge, with respect to each situation, whether they are required to be assertive or flexible. Mr. Adlakha emphasizes the importance of being professional in negotiations. Mr. Shukla, through a real-life illustration, explains how winning the battle does not necessarily mean that the war has been won.
19:13:Mr. Shukla continues the discussion and emphasizes the importance of choosing what matters and what doesn’t, and how a lawyer needs to understand that they might not always be right! Dr. Nidhi routes the discussion towards the panel to highlight a real-life lesson on how not to negotiate. Ms. Mehak emphasizes the need to shift towards collaborative negotiations. Mr. Adlakha explains the need to take cultural sensitivities into account when negotiating to prevent mishaps. He emphasizes the importance of humour!! in deals and business. Dr. Gupta opens the floor to the curious participants for questions.
19:20:Mr. Shukla explains how roadblocks do not just emerge internally but can also arrive due to external factors like government policy. Mr. Mark focuses on the importance of self-belief in lawyers in ensuring that the client’s needs are met. To conclude, Dr. Gupta extends a vote of thanks to the distinguished guests for enlightening the room with their words of wisdom and experience.
Day 2 | 30th August, 2025
Preliminary Round 1
Nr 01 | Team 106 Code vs Team Code 111
10:31 : The atmosphere is electric as the Old School vs New Cool negotiations get underway. On one side, Ashima, the poised CEO of House of Roma, sits alongside Grace, their sharp legal counsel, representing the iconic heritage fashion house. Across the table, Izzy, the creative powerhouse behind Old School Finds, is flanked by Grace in her second role as OSF’s trusted counsel, embodying the brand’s youthful energy and authenticity. Judges lean in as the room buzzes with anticipation — this clash between tradition and trendsetting innovation promises fireworks as both sides settle in for a high-stakes conversation that could reshape the fashion landscape.
10:46 : Both teams intensify their focus on sustainability. OSF defends a key team member, vital to their brand’s rapid rise, despite rumors of past sustainability issues, prompting HR to offer conditional terms while OSF demands a five-year guarantee. Tension mounts with neither side willing to yield, leading to OSF’s next bold move: a five-year partnership proposal exchanging 49.5% equity for £4 million. HR questions the math behind OSF’s £7 million valuation, but OSF counters with Gen Z brand case studies and a precise, data-driven pitch, sparking renewed energy and debate.
11: 01 : HR rigorously challenges OSF’s valuation pitch, emphasizing that social media metrics cannot replace real financial indicators and questioning the sustainability of viral popularity. OSF remains confident, with Izzy passionately defending the brand’s Gen Z impact while Grace brings market data to support OSF’s status as a “cultural force.” To break the impasse, HR proposes an upfront £3.6 million investment. OSF counters with an exclusive supplier pilot program, offering HR tangible evidence of performance. After detailed negotiation, both sides secure a landmark agreement, shifting the tone and accelerating momentum for future collaboration.
11: 16 : The discussion turns to Izzy’s future role at OSF. Izzy, who has secured admission to NUS, outlines a financial commitment of £70,000 in tuition and £30,000 in living expenses per year—totaling £100,000 annually—which she notes will make it difficult to balance academics with her responsibilities at OSF. Recognizing her unique value as the brand’s founder and visionary, HR agrees in principle to appoint her as an honorary founder but attaches specific terms and conditions. Izzy’s NUS admission elevates her profile and signals that OSF’s leadership and identity remain central to the negotiations.
11:23 : The negotiation session concludes at a crucial juncture, with HR proposing a £4 million investment for 49.5% of OSF, a £100,000 annual royalty for Izzy, and her continued influence as honorary founder. Both sides endorse a formal sustainability pledge, solidifying shared values. After intense debate over valuation, governance, and growth, a respectful, constructive tone prevails. A tentative framework is set, balancing HR’s scale with OSF’s creative edge. As discussions end, Izzy’s dual role, as a global founder and soon-to-be NUS student comes into sharp focus.
Nr 02 | Team 123 Code vs Team Code 112
10:20 : Welcome! The judges and participants have arrived! They exchange delightful pleasantries and introduce themselves to each other as the round commences. The representatives of House of Roma Limited and Old School Finds Limited, eager for a fruitful negotiation, share their common intentions of a mutually advantageous partnership and expectations from the round. Both parties commit to setting the agenda collaboratively and discuss key aspects setting a positive tone for discussions shelved for the future.
10:35 : There’s a brief pause as both sides commend the synergy and positive spirit that has filled the room. OSF then positions itself as deeply committed to its core mission, signalling that any agreement must align with its values, while HR emphasizes their intention to ‘empower, not absorb’ OSF. Both parties agree to structure the discussion around three themes: IP Rights, management & board direction and logistics including supplies and finances within their partnership. The teams begin with the third agenda, asking vital questions about stakeholding and shares of each partner in the partnership.
10:50 : With their agenda points set, HR shifts the focus to authenticity, sustainability, and cultural cachet that OSF brings to the table; however counsel for OSF floats structures that must be established under the third agenda of the negotiation. A moment of tension briefly lingers in the room as HR resists investing a considerable amount in the target company. At this crucial juncture of negotiations, OSF quickly puts the idea aside and agrees to discuss the second agenda instead: Board direction and its management.
11:05 : With the discussions ongoing, HR withdraws into caucus, perhaps to recalibrate its pitch and temper it with softer collaboration tones with more middle ground. HR reels back into the room suggesting the supplies to be supplied by OSF, still resisting minority stake in the company. HR entertains the possibility of providing experience and helping Izzy in her personal endeavours, provided brand ethos remains intact.
11: 12 : OSF summarises the key takeaways: funding terms, board representation, and IP rights. HR summarises its concerns, ensuring nothing is left ambiguous. The session closes without a handshake meaning that differences remain unresolved yet the negotiations map fault lines that may shape any future dialogue. The negotiation ends and the companies decided to return later for more clarity in the future.
Nr 03 | Team 110 Code vs Team Code 117
10:30: The round started with energy and anticipation, as participants showed composure and readiness for structured dialogue. Introductions set the tone, with both parties sharing their aim for consensus in the partnership talks. Old School Find Ltd. (OSF) stressed its need to reconnect with the younger generation, concerned that its high-end luxury image was losing relevance. The CEO and counsel for House of Roma shared their expectations and hopes for the partnership, focusing on mutual growth and strategic alignment. Both teams prioritised finding common ground and expressed a clear interest in collaboration throughout the session.
10:45: The teams set their agendas, with OSF focusing on expansion, creative independence, sustainability, and retaining brand character. Both sides showed flexibility and aimed for consensus. OSF highlighted the importance of pop-ups and supplier ties. House of Roma addressed a sub-brand security concern and ongoing audits, while OSF queried data handling and raised intellectual property issues. Deal talks centred on supplier integration, policies, and Izzie’s future. House of Roma proposed buying OSF’s inventory for $1.5 million in the first year and selling items in the US, UK, and Europe, keeping OSF’s brand identity and pop-up culture intact.
11:00: Izzie from OSF favoured a lesser role in terms of responsibility, due to starting law school, however, not in position or value. House of Roma supported this, suggesting she act as brand ambassador and social media manager, with remuneration to be discussed later. Negotiations shifted to an exclusive distribution agreement for the US and Europe, anticipating $1.5–3 million in revenue and a $1.5 million initial inventory purchase. The discussion veered to the supplier, with the House of Roma concerned about their operations; the contract remained solely between the supplier and OSF, excluding Roma from liability.
11:15 : The teams continued negotiations on OSF’s trusted supplier and scalability in the UK. OSF expressed concern about their contract being cancelled due to the partnership, seeking reassurance from the House of Roma. The House of Roma agreed the supplier could serve the UK market but said the US and Europe might have different suppliers. After a caucus, OSF noted the time constraints and pushed to finalise key issues like distribution split and partnership structure. They agreed on a mixed sales formula: a 60/40 split for online platforms and pop-ups, 55/45 for brick-and-mortar, and a two-year exclusive distribution with a $1.5 million inventory purchase. House of Roma raised intellectual property concerns related to design ownership and suggested rebranding as a solution.
11:22: As discussions neared conclusion, OSF suggested resolving the IPR issue through rebranding or purchasing the rights. House of Roma expressed scepticism, proposing a termination clause if IPR matters remained unresolved after a year of inventory purchase and partnership. As negotiations ended, both teams highlighted their agreements and expressed optimism for the future, agreeing that intellectual property rights would be a key focus in upcoming negotiations.
Nr 04 | Team 132 Code vs Team Code 127
10:31: The negotiation round kicks off with a warm welcome and an evident spirit of partnership from both parties. The House of Roma confidently places its agenda on the table. They strike directly at one of the most pressing concerns, cybersecurity vulnerabilities within OSF. OSF underscores the importance of sustainability as a cornerstone of the partnership OSF wishes to uphold the sustainability aspect of the partnership and appreciate the regular and appreciative customer base of House of Roma.
10:46 : OSF proposes that their client must enjoy substantive autonomy and decision-making power, emphasizing the significant effort and time she has invested in building her brand. House of Roma acknowledges and appreciates this position, while smoothly steering the conversation toward establishing a concrete structure for the negotiation. They suggest beginning with a clarification of the exact form of partnership that OSF envisions, particularly in relation to a joint venture model. Furthermore address other key operational aspects such as the role of suppliers, the scope of business capacity, and the handling of concerns relating to cybersecurity indemnities.
11:01 : Both parties recognize the importance of social media and audience engagement in scaling the business and strengthening the partnership. House of Roma seeks active participation from OSF in managing social media growth, emphasizing that her personality and identity are the essence of the brand and must be well represented online. To preserve this ethos, House of Roma suggests forming a shared creative team from both companies. OSF, in turn, requests complete indemnity against liabilities to protect their client. House of Roma responds by proposing that with access to the technical framework and digital infrastructure of the brand, they would be less concerned about granting full indemnity.
11:16 : Both parties delve further into the provisions of the general indemnity agreement. OSF proposes that the indemnities be mutual, seeking a balanced approach to risk allocation. However, with no consensus reached on the question of complete indemnity and only 15 minutes remaining on the clock, the discussion reaches an impasse. The House of Roma then calls for a quick caucus to strategize on the indemnity provisions, leaving the room in a moment of heightened anticipation.
11:23 : OSF proposes continuous milestones until Izzy’s graduation and seeks exclusive distribution with a 20 percent minority partnership. Both the parties incline towards mutual indemnities. As the curtain on the negotiation round gradually drops, both the parties agree they made significant progress and wish to ponder over many of the agenda points discussed. As discussions get shelved with just 3 minutes remaining on the clock, the parties summarize all they’ve achieved in this meeting today. The parties amicably shake hands and leave with the hope and anticipation to efficiently further this partnership.
Nr 08 | Team 128 Code vs Team Code 126
10:23: Both teams began with warm introductions, outlining their values and exchanging initial greetings with the judges. House of Roma quickly turned the discussion toward Old School Finds’ future vision, asking how they saw themselves progressing. OSF responded that they aimed to build strategic partnerships with other companies to achieve their goals, noting that some collaborations were already in place. HR emphasized the importance of preserving OSF’s unique identity, raising reputational risks and the potential structure of the partnership as key considerations for moving forward.
Nr 09 | Team 118 Code vs Team Code 125
10:25: The preliminary round negotiation is underway! House of Roma Limited, the established fashion giant, meets Old School Finds Limited, the trendy, Gen-Z-focused brand. The central tension is clear: can heritage and cool coexist? HR seeks acquisition to access a younger market, while OSF founder Izzy Ramant is wary of losing her brand’s authentic, independent spirit. The clock is ticking!
10:40: Following a cordial greeting, HR takes the lead in setting a flexible agenda, outlining key areas for discussion including Product matters like suppliers and IP, the Nature of the Deal with equity and profit-sharing, and Izzy’s future Role & Responsibilities. OSF agrees to the proposed topics. Discussions begin immediately with HR probing OSF’s business model. OSF responds by detailing their history, design process, and strong social media influence, and firmly establishing their ownership of all intellectual property and patents.
10:55 : The dialogue on intellectual property leads into key commercial discussions. HR expresses keen interest in valuation metrics to form a collaboration framework. OSF, not ready for a full sale, proposes a flexible five-year IP licensing model as an initial step. Attention then turns to operational synergies, with HR querying OSF’s supply chain and sustainability efforts to enhance portfolio diversity. OSF emphasizes ethical production as a core value, with supplier specifics to be finalized later. Both parties explore partnership structures, noting the founder’s upcoming higher education as a key consideration. The tone remains professional and collaborative throughout.
11:10: The negotiation advances cordially to ownership structure and roles. OSF formally proposes a 40% minority stake for HR at a £12 million valuation, citing £1.8 million in annual profit, pending finalization with other stakeholders. Regarding Izzy Ramant’s role, a collaborative discussion ensues. OSF proposes an ex-officio board position with observer rights and a focus on creative direction, alongside an £80,000 annual remuneration. HR responds constructively, offering to explore a formal Brand Ambassador or Strategic Advisor role to harness her unique connection to the Gen Z demographic, aligning her educational pursuits with the brand’s needs. They move on to a discussion regarding the distribution agreement.
11:17: In the final minutes, the parties work to consolidate their positions. While an exclusive distribution agreement was discussed, with OSF supplying product and HR managing retail, OSF sought crucial clarification on HR’s operational capability to fulfill this. The stake percentage remains a key divergence, with OSF deeming HR’s 20% offer too low, while HR expressed reservations about managing the company at a 40% stake. It was confirmed that Maddy’s formal consent is a prerequisite for any final agreement. The session concluded with Izzy’s important role acknowledged, and both parties agreed to take the terms into further consideration, ending the preliminary round on a professional and collaborative note.
Nr 10 | Team 119 Code vs Team Code 102
10:32 : The judges, take their seats as the negotiation between Teams begins. After courteous greetings, the tone is warm but purposeful. House of Roma introduces itself as a heritage powerhouse seeking to modernise, while Old School Finds highlights its Gen Z roots and viral sustainability-driven growth. Both sides appear keenly aware of the stark contrast in their identities, yet the early exchanges hint at optimism that this very difference could spark a valuable partnership.
10:47: The discussion sharpens as House of Roma reveals it recently faced a cyberattack, framing its push to modernise as a matter of urgency. Roma signals its preference for a minority stake in the partnership, presenting this as a way to collaborate without stifling OSF’s independence. They also put forward the idea of distributing Old School Finds’ products through their global network of stores, promising exposure and scale. Old School Finds listens attentively, balancing the appeal of wider reach with concerns over staying true to its authentic, grassroots identity.
Nr 15 | Team 130 Code vs Team Code 104
10:30: The preliminary round of the 10th HSF Kramer – NLU Delhi Negotiation Competition begins. The two teams, 130 and 104, have readied themselves, and anticipation is at an all-time high. Judges, participants, and eager spectators are all in their seats, eyes fixed on the middle of the room as the countdown begins!
10:45 : After a round of introductions, the negotiations are off to a respectful start as House of Roma begins to express their interest in partnering with Old School Finds, accompanied by a warm exchange of smiles. Both sides clearly respect each other’s company history, scale, and culture. After a brief discussion, both parties agree to allocate time for each agenda item, setting the stage for an efficient and smooth discussion. They also agree to keep some fluidity in the agenda discussion to ensure flexibility. The counsels of both parties reiterate their role as just an advisory role. Old School Finds is interested in knowing how House of Roma will maintain the brand culture of Old School Finds, post a partnership if it takes place. The discussion proceeds to suppliers and how essential it is to retain distributors and suppliers.
11:00 : House of Roma expresses concern over recent worker mistreatment but is optimistic about resolving any legal repercussions within a few months, referencing similar cases where rapid corrective action mitigated severe penalties for luxury brands. They wish for Old School Finds (OSF) to retain its Gen Z brand identity and envision a long-term association between the two brands. OSF, however, is cautious about a premature share sale, preferring a non-ownership partnership at this stage. This aligns with their desire for flexibility, especially since the founder is set to attend NYU, making sole control impractical and highlighting their interest in diluting ownership and shared control in the future.
11:15 : The negotiation focuses on deal timelines, with Old School Finds proposing a worst-case scenario of a one-year timeline, potentially including indemnity terms. House of Roma raises concerns about intellectual property stakes held by other owners, particularly the client’s sister. In response, Old School Finds probes House of Roma’s target audience and primary market, seeking clarity. House of Roma confirms their aim to partner with Old School Finds to gain a foothold in the Generation Z market. They also ask whether the client will remain the brand’s face, to which Old School Finds firmly agrees, maintaining continuity in leadership.
11: 22 : House of Roma opens discussion on a recent cyber attack, noting ongoing investigations and clarifying the issue is being addressed. They plan an imminent press release and stress system improvements for mutual benefit post-partnership. House of Roma proposes an exclusive business arrangement, which Old School Finds counters with a share sale offer. OSF suggests a 49% investment starting at 25%. House of Roma voices concerns about intellectual property claims against OSF. Both teams make final remarks, reaffirm their positions, and agree to continue discussions, particularly focusing on IP with the 30% shareholder, Maddy.
Nr 17 | Team 133 Code vs Team Code 116
10:30 : The atmosphere was electric as Round 1 of the negotiation between House of Roma (HOR) and Old School Finds (OSF) kicked off. Both teams arrived well-prepared, exchanging confident smiles before the clock started. The high-stakes fashion M&A scenario promised a clash of styles which is heritage sophistication versus Gen Z cool. The room buzzed with quiet excitement as opening statements loomed, and everyone braced for a battle of wit, strategy, and persuasion. The counsel of HOR began with setting up agendas.
10:45 : The discussions picked up momentum as HOR set the agenda, opening with governance structure. They raised concerns about Maddy’s absence, seeking clarity on her stake. OSF responded firmly, noting Maddy’s minority role while Izzy held 70% control. A follow-up from HR presumed negotiations centered solely on Izzy’s ownership. OSF countered by probing Marlowe Capital’s influence. HR counsel elaborated on a trusted, long-term partnership, stressing belief in HR’s vision. OSF pressed further on MCG’s control. HR reassured decisions rested with HR, with client authority intact. HR goes on to pose yet another question for Izzy. Her being a college student, how will she manage everything at once. The round becomes more and more intense as the clock ticks.
11:00 : OSF underscored Izzy’s unique credentials and unparalleled resonance with Gen Z, emphasizing the brand’s meteoric rise. HR commended Izzy’s instincts but pressed for explicit clarity on intellectual property and rebranding. The dialogue pivoted as HR probed Izzy’s dual commitments as a student, questioning her capacity to helm a large-scale partnership, while also requesting detailed social media metrics. OSF responded assuredly, highlighting a year-long journey to cultivate its loyal following. Governance then took center stage, with HR counsel summarizing progress before demanding exclusive distribution rights. OSF agreed but with certain conditions, citing its GRams4U pricing model.
11:15 : HOR emphasized its robust supply chain, proposing to bolster Grams4U before probing OSF’s investment expectations. OSF clarified that Maddy had stepped aside, leaving Izzy to shoulder the business, while affirming Grams4U’s close alignment with OSF. Summarizing prior progress, OSF welcomed HR’s suggestion of Izzy retaining creative autonomy with HR providing strategic navigation. Discussion shifted to Maddy’s right and OSF confirmed Izzy’s sole authority. When pressed, Izzy outlined phased tranche-based investments over five years, with initial upfront payment and a kind of salary. HR countered with a minority equity stake, stressing expansion and long-term partnership.
11:22 : HOR pressed OSF for proof of performance, cautioning that followers alone were insufficient evidence. OSF’s counsel set ambitious milestones—40% profit margins post-investment, 30% annual revenue growth, 5 million turnover, 10k active consumers, organic following, and collaborations. HOR challenged the basis of these figures, but OSF insisted they stemmed from market analysis and demanded trust. With time waning, HOR proposed common ground: exclusivity of products, a five-year exclusivity term, Izzy’s creative autonomy, and investments. OSF sought safeguards on fund transfers. Smiles followed, with HOR calling for due diligence and future meetings and reached the end of the meeting after both the parties were happy with the meeting and cooperation.
Preliminary Round 2
Nr 07 | Team 120 Code vs Team Code 128
14:23 : The judges, settle in as the negotiation between Teams gets underway. The teams exchange polite greetings, with F4F projecting a methodical, disciplined approach while HTI brings energy and confidence rooted in innovation. Early remarks highlight the promise of pairing F4F’s resources with HTI’s cutting-edge SmartHealth Monitor, setting a respectful but focused tone. Both sides seem aware that the challenge will be balancing control with creativity as they move toward the heart of the talks.
14:38 : The conversation quickly turns to the heart of HTI’s business—the SmartHealth Monitor and its underlying AI. HTI emphasizes that its software and data algorithms are the company’s lifeblood and must remain firmly under its control. F4F acknowledges the innovation but stresses that without clear rules on data use and regulatory safeguards, scaling the technology could invite serious risks. Both sides agree that trust will be critical, yet their priorities diverge: HTI pushing to protect its freedom to innovate, and F4F seeking stronger oversight to ensure responsible growth.
14:53 : Attention shifts to regulatory and data privacy issues, with HTI disclosing that it is currently under investigation regarding aspects of its data practices. HTI reassures Funds4theFuture that the matter is minor, stressing their full cooperation with the authorities. F4F, while not alarmed, makes it clear that such concerns go to the heart of their investment decision. They offer to support HTI in navigating the investigation, but only on the condition that all relevant documents and information are shared with them. The exchange highlights the growing interplay between trust, transparency, and commercial stakes.
15:08 : The focus turns sharply to investment terms. HTI pushes for a large share of the funding to be disbursed within six weeks to meet urgent expansion and research needs. Funds4theFuture pushes back, insisting that payments be released in tranches tied to performance milestones. To anchor the discussion, F4F floats a concrete offer—$30 million for a 10% stake—framing it as a balance between commitment and caution. The back-and-forth grows firm but remains respectful, with urgency on one side and risk management on the other.
15:15 : The round closes with a discussion on exit rights. Counsel for Funds4theFuture proposes an event-of-fault exit clause—meaning that if one party suffers losses due to the wrongdoing of the other, the party not at fault would be free to withdraw its investment. While F4F frames this as a safeguard, HTI cautions that such provisions should not compromise its independence in day-to-day operations. The exchange captures the session’s central tension: F4F seeking security and accountability, and HTI determined to preserve flexibility and autonomy. The talks end with cautious optimism but several details still to be resolved.
Nr 14 | Team 130 Code vs Team Code 107
14:20 : The atmosphere is focused yet charged with anticipation as negotiations between HealthTech, represented by Brian and counsel Vasu, and the opposing team, led by Pracheta with counsel Yash, officially begin. Both sides are seated with neatly organized notes, reflecting thorough preparation and high stakes. Introductions set a formal tone as the teams prepare to navigate a session that promises strategic depth and careful negotiation. With the clock ticking and expectations high, every decision at this table could shape the direction of this round.
14:35 : The discussion turns focused as finance4futures raises concerns about regulatory issues and IP matters. Vasu, for HealthTech, updates the agenda to include ESG priorities before addressing a past data processing allegation. Brian clarifies that all regulatory approvals were secured, and Vasu asserts there was no legal violation, attributing the issue to documentation errors. Pracheta presses for more details, and Yash asks about safeguards in place. Vasu explains that consent protocols have been overhauled and emphasizes HealthTech’s commitment to compliance, while also noting that the company is preparing for a potential fine. The tone remains steady and transparent.
14:50 : Talks intensify as Finance4Future pushes for an uncapped indemnity, but Vasu expresses hesitation, countering with coverage limited to the current investigation. The focus shifts to IP ownership, with Finance4Future questioning HealthTech’s rights over its core technology. Vasu confirms ownership, noting that while NSU could technically stake a claim, strong relationships and aligned interests make this unlikely. Valuation discussions follow, with HealthTech seeking $160 million at a $300 million valuation, requesting 50% upfront. Vasu highlights the company’s leap from an $80 million valuation in 2019, emphasizing their state-of-the-art product, while Finance4Future remains cautious, citing limited market capture.
15:05 : Finance4Future introduces the idea of payment in tranches, prompting a detailed discussion on different methods of capital infusion. The valuation debate remains a key sticking point, with HealthTech reiterating that they require additional funds to bring their product to market. Both sides carefully exchange perspectives, exploring structures that balance risk and growth needs. The conversation also includes a proposal to appoint an external neutral evaluator to independently assess valuation. The tone stays measured but focused, reflecting the high stakes and careful strategy shaping this negotiation.
15:12 : The discussion shifts to control and governance, with HealthTech outlining the level of influence they expect to hold following any investment. Both teams exchange views, carefully weighing operational independence against strategic oversight. As time winds down, the parties make brief closing remarks and agree to revisit ESG considerations in their next discussion, signaling a structured approach to unresolved issues. The negotiation ends on a professional note, with clear topics marked for future rounds
Nr 16 | Team 118 Code vs Team Code 106
14:29 : The participants and judges take their seats and exchange greetings as the round commences. Each party was enthusiastic about this opportunity to discuss business today and the investment. Each party lays down their expectations for this round, both agreeing on the need to reach a joint agreement to ensure the best possible outcome for both parties. They pitched their agenda for today’s meeting and were quick to move on to the main discussions of the day.
14:44: Funds4theFuture LLC (F4F) began its discussion by appreciating the innovations developed by Health Tech Innovations Ltd. (HTI), particularly the Smart Health Monitor (SHM). They were eager to discuss the product agenda and the prospective integration of the product with F4F, as well as their respective stances on ethics and values. The parties then moved to discuss the nuances regarding the Regulatory Concerns, i.e, ODPD inquiry. The HTI assured that their data was ethically sourced and promised full cooperation and transparency.
14:59 : The parties came to a common ground regarding the Regulatory Concerns. Then they swiftly moved on to the next agenda item, i.e., profitability after investment and ESG compliance, which maintained the amicability in the room. There were some concerns regarding ESG, as HTI wanted to make sure that after the investment, they did not want this core value of theirs to be affected. F4F was amicable in understanding HTI’s concerns and whether there would be some encumbrances to their profit ratios, and wanted to understand the costing of HTI. There were further discussions as to how the parties can try to balance ESG compliance and Profits per se.
15:14 : Parking the issues of ESG, as the parties wanted this issue to unfold on its own, they moved on to other issues and further details. The major concern that HTI raised, in regard to MedTech, which is associated with F4F and operates in the same area as HTI, they wanted to understand how F4F would ensure that the critical information of HTI is not shared with MedTech. To which the F4F assured them regarding the same. Some other major concerns regarding the IPR protection of the designs of HTI were discussed. Showing their business acumen, both parties then entered the realm of numbers regarding the acquisition and other important factors regarding the investment.
15:20 : HTI was quick to put forth its interests, that they wanted a big lump-sum amount at the very start. To this, F4F raised its apprehension; they would prefer to give a sum of 60 million in a three-fold manner so that they can make sure that the performance milestones, such as acquiring the IPR protection, etc., are met. Further friction was felt in the room when the parties started to discuss the liquidity aspects of this investment. The parties were quite satisfied with the meeting today, though they faced some issues in coming to a middle ground on some aspects, but they accepted the same as part of the process and were quite invested in seeing each other at the next meeting.
Nr 06 | Team 126 Code vs Team Code 104
14:29: The meeting opens with a warm and professional atmosphere. Both teams exchange sincere greetings and introductions, expressing mutual respect and enthusiasm for the potential partnership. The F4F team compliments HTI’s innovative work, setting a collaborative and optimistic tone for the discussions ahead. This foundation of goodwill and shared excitement for HTI’s mission promises a productive negotiation focused on building a strong, forward-looking relationship.
14:44: The negotiation opens with both parties expressing shared commitment to ESG values and operational synergy. F4F gently raises the importance of clarifying IP ownership as a foundation for trust, to which HTI warmly affirms their development of the SmartHealth Monitor through dedicated effort. Smoothly transitioning to investment, HTI expresses appreciation for the $60M valuation offer. F4F proposes an initial $30-40M tranche with additional milestone-based funding tied to revenue goals, framed as a shared growth journey. HTI positively engages with the 5-7 year framework while collaboratively suggesting a renegotiation clause to ensure adaptability, fostering a spirit of partnership and mutual success.
14:59: The discussion remains collaborative as F4F expresses interest in exclusive rights. HTI responds positively, suggesting a partnership model that provides devices to F4F branches while assuring respect for all investors. Both parties agree to discuss parameters of exclusivity later, with HTI offering to tailor terms and proposing a one-year exclusivity period. F4F suggests moving to other agenda items for now. The conversation then turns to board composition. HTI proposes a five-member board including MSU representation. F4F acknowledges MSU’s value but expresses concerns about governance structure, indicating this will be an important point for further discussion.
15:14: HTI passionately emphasizes their commitment to ESG values, explaining that their mission in healthcare extends beyond profit. They reaffirm the importance of MSU’s role and suggest offering them observer status on the board. F4F acknowledges these points but shifts focus to share structure, expressing a preference for issuing new shares rather than purchasing from existing shareholders due to perceived risks. They gently reference one co-founder’s personal circumstances as a factor. HTI reassures them that the founders are aligned and committed, and they propose structuring the deal to preserve MSU’s influence. Both sides show willingness to find a balanced solution.
15:21: In a key moment of transparency, HTI proactively discloses the ODPDE inquiry, assuring full compliance and emphasizing their ethical commitment. F4F appreciates the candor and requests access to documentation, which HTI willingly agrees to provide. This exchange builds significant trust between the parties. Finally, HTI advocates for their team, proposing that 10% of the investment be allocated to an employee incentive program. Both sides engage constructively on recognizing key contributors. The meeting concludes positively, with agreements on core terms and a commitment to advance due diligence, leaving both teams optimistic about finalizing a partnership.
Nr 15 | Team 127 Code vs Team Code 121
14:25 : The atmosphere is charged with anticipation as Teams take their seats before the judges. After exchanging pleasantries, both teams stress the need for a clear agenda and defined roles. Team 127 highlights its goal of bridging the gap between early-stage healthcare innovation and scalable patient-centric solutions. Team 121 responds by outlining its vision of transforming healthcare globally through cutting-edge technology and patient-focused innovation. The negotiation opens with strong statements of purpose and mutual ambition.
14:40 : The negotiation gains momentum as Team 121 (HealthTech Innovations) stresses its ambition to expand globally, prompting questions on potential regulatory hurdles. Team 127 (Funds4theFuture) voices concern about compliance requirements, seeking clarity on how these might impact the deal. HTI reassures that regulatory notices will not obstruct the partnership and shifts focus toward the investment structure. Both parties engage in constructive dialogue on timelines and ultimately find common ground, agreeing that a longer-term investment period would best serve their shared vision for sustainable growth.
14:55 : The discussion sharpens as Team 127 (Funds4theFuture) tables a structured offer: $60 million, divided into $8.4 million annually over 7 years, tied to performance parameters, with full exclusivity over the SmartHealth Monitor. Team 121 (HealthTech Innovations) pushes back, citing market competition and urgent expansion needs. They demand $30 million upfront (50% of the initial offer), while retaining exclusivity, in exchange for 10% equity. F4F firmly rejects this proposal as commercially unfeasible, signaling a challenging road ahead in aligning financial structures with strategic expectations.
15:10 : Talks turn to exclusivity as both the teams discuss regional exclusivity rights, while HealthTech (Team 121) puts forward their want of an exit clause. F4F underscores that partnerships with them bring not just capital but also access to PharmaGiant’s global network. A caucus is called by F4F, and upon return, the focus shifts to regulatory concerns. Both teams agree on a standard indemnity clause but disagree on the wording of liability. F4F presses for complete indemnity, while HTI cautions about risks in an AI-driven landscape, assuring full indemnification for systemic architectural issues under their control.
15:17 : As negotiations near conclusion, Funds4theFuture (Team 127) proposes shifting equity into preference shares, sparking discussion on ownership of intellectual property over the SmartHealth Monitor. HealthTech (Team 121) admits uncertainty over IP ownership. F4F stresses that Dr. Morgan’s role and expertise will be critical in navigating such complexities, noting their full capacity to negotiate further under her guidance. Despite unresolved differences on funding structure and IP rights, the round closes on a hopeful note, with both sides expressing willingness to continue discussions in future sessions.
Nr 02 | Team 131 Code vs Team Code 109
14:30: The preliminary round of the 10th HSF Kramer – NLU Delhi Negotiation Competition begins. The two teams, 131 and 109, have readied themselves, and anticipation is at an all-time high. Judges, participants, and eager spectators are all in their seats, eyes fixed on the middle of the room as the countdown begins!
14:45 : After a round of introductions, the negotiations are off to a respectful start as Funds4theFuture begins to express its interest in partnering with Health Tech Innovation Ltd, accompanied by a warm exchange of smiles. Both sides clearly respect each other’s company history, scale, and culture. After a brief discussion, both parties agree to allocate time for each agenda item, setting the stage for an efficient and smooth discussion. They also agree to keep some fluidity in the agenda discussion to ensure flexibility. The counsels of both parties reiterate their role as just an advisory role. Health Tech Innovation emphasizes the importance of MSU to their role in the market; meanwhile, Funds4theFuture is looking to discuss the IP rights specifically.
15:00 : The parties continue discussing IP and agree that, because this is the field of healthcare, there must be customer trust and support. FundsftheFuture raises concerns of Data Privacy in light of data breaches at HealthTech Innovation. Funds4theFuture seems wary of the partnership due to data concerns and would not like to partner when Health Tech Innovation is under the regulatory eye. The discussion moves to a “pull out” clause as a last-ditch nuclear option.
15:15 : Funds4theFuture emphasizes the need for scaling this venture globally and emphasizes their strong position with knowledge, repute, and a huge network that would provide mutual benefits to both parties. They then move forward discussing board members and their voting rights. Health Tech Innovation emphasizes its ability to be able to get the necessary votes and therefore scale up, and says the IP is an internal issue that can be sorted out easily. They also say creative liberty and flexibility is an important issues for them.
15: 22 : As the round concludes, F4tF asks HTI if they have been funded by similar businesses and if they have integrated into other platforms like these earlier. They agree to discuss voting rights and IP further in another meeting soon. They discuss upfront investment amounts and F4tF says they believe it is better left to be discussed in another meeting.
Nr 04 | Team 103 Code vs Team Code 132
14:35 : The negotiation round begins with a warm welcome and an evident spirit of partnership from both sides. The atmosphere is filled with admiration as FTF commends the brand ethos and the essence of Health Tech Innovation. Without delay, FTF places its agenda on the table, outlining two key objectives: first, to address operational efficiency and discipline in the healthcare sector, and second, to focus on business growth and the expansion of HTI’s product reach.
14:50 : Both parties quickly move across the agenda as FTF presents their two-pronged structure to form the basis of this partnership. This framework includes both the investment structure and the governance structure, setting out a clear foundation for collaboration. HTI agrees to proceed with this approach, while also emphasizing the importance of maintaining flexibility to accommodate the evolving interests of both parties. With this understanding in place, the discussion naturally steers towards the critical issue of FTF’s intellectual property.
15:05 : The discussion shifts to the second prong concerning the governance structure. FTF proposes an upfront investment of 20 million dollars, emphasizing that the amount should be sufficient to bring the product to market and strong enough to confidently reject competing offers. HTI is looking for a division of 40:10:10 to successfully launch the product.
15:20 : FTF proposes tying integration to performance, using this approach to achieve key milestones. They turn to cost efficiency, stressing the need to spend funds in a sustainable and suitable manner. HTI responds by suggesting greater representation for FTF in cost-cutting decisions and milestone setting. With just 10 minutes left on the clock, both parties agree to focus on the first prong of investment, metrics, and statistics, leaving the governance prong for later discussions.
15:27 : Through their negotiating prowess, both parties reach a consensus on performance milestones and the specifics of the investment structure. As the curtain on the negotiation round gradually drops, both the parties agree they made significant progress and wish to ponder over many of the agenda points discussed. As discussions get shelved with just 3 minutes remaining on the clock, the parties summarize all they’ve achieved in this meeting today. The parties amicably shake hands and leave with the hope and anticipation to efficiently further this partnership.
Nr 05 | Team 110 Code vs Team Code 111
14:45 : Negotiations began with both sides committing to transparency, quickly moving to goals. F4F sought a 5–7 year investment, while HTI outlined meeting structure: timing, mutual or exclusive partnership, creative control, and executive incentives. With the health tech sector valued at $5.26B, HTI set its sights on capturing 15%, as F4F pitched purchasing 20% for $60M. HTI welcomed scaling but flagged concerns – wanting multiple investors and to protect qualitative control. F4F laid out exclusivity options: time, product, and future partial rights, but HTI pushed for creative control, board observer roles, and limited exclusivity. F4F returned with partial and geographic exclusivity, as HTI clarified board terms and the impact on legacy investor MSU.
15:00 : F4F recognized HTI’s medical market ambitions but reminded the table of its funding role. HTI highlighted its collective origins and welcomed F4F’s help on marketing and legal compliance. F4F pressed HTI for details on ongoing data consent and GDPR investigations; HTI assured full consent and said no breaches occurred, offering an escrow option – 10–20% of the $60M investment, refundable if breaches were proven. After a caucus, HTI questioned F4F on the need for exclusivity; F4F cited protection from competitor deals. HTI agreed to discuss limited geographical and product exclusivity but requested a premium above $60M for granting it, keeping negotiations dynamic.
15:15 : F4F stressed that true value lay in partnership. HTI agreed, suggesting consensus on narrowly focused exclusivity for specific product lines, while seeking market flexibility for scaling. On IP, HTI assured legal control remained theirs, especially for the smart health monitor – so no future conflicts with MSU. HTI wanted to direct development and manufacturing, but welcomed F4F’s support for scaling, though wary of aggressive cost-cutting compromising quality. While open to collaboration, HTI’s counsel highlighted creative control issues given F4F’s minority stake, referencing F4F’s 50% holdings in prior deals. HTI closed by summarizing flexibility on exclusivity, but requested a premium for exclusivity, manufacturing, and creative control.
15: 22 : HTI asked F4F about its long-term vision, prompting F4F to propose buying shares directly from HTI to prevent dilution. HTI set aside the MSU investment discussion for another meeting. Counsel for HTI requested clarification on several topics covered and flagged the need for board approval before considering share sales. F4F pressed for consistent updates on ongoing investigations, which HTI promised, noting positive internal reviews so far. Both teams summarized their progress, agreed on key agenda items for future sessions, and wrapped up talks on a friendly, forward-looking note.
Day 3 | 31st August, 2025
Quater Finals
Nr 11 | Team 118 Code vs Team Code 107
Nr 14 | Team 128 Code vs Team Code 127
Nr 13 | Team 131 Code vs Team Code 124
10:20: The quarter-final round is underway! Judges and teams are settled in the negotiation room. A cordial atmosphere prevails as representatives from MindForge and LyriaAI exchange introductions. The stage is set for a complex discussion, centering on the fundamental clash between a full acquisition and a semi-acquihire model. Anticipation is high as both parties prepare to outline their opening positions.
10:35: The negotiation commences with LyriaAI eloquently outlining its product capabilities, emphasising its innovative RAG technology, multilingual models, and trusted reputation in high-stakes sectors. MindForge acknowledges this, expressing deep respect for LyriaAI’s community trust and technological synergy with their Athena platform. LyriaAI proposes a structured agenda covering fee structure, IP autonomy, incentivization, and litigation risks. MindForge agrees but suggests prioritising litigation discussions, assuring confidentiality. LyriaAI cautiously agrees, highlighting the contested nature of IP regulations. The dialogue then pivots to the core issue wherein MindForge advocates for full acquisition for seamless integration, while LyriaAI cites antitrust risks and talent protection, advocating for a semi-acquihire model akin to other industry partnerships.
10:50: The parties delve into the complex issue of intellectual property. While LyriaAI proposes a joint oversight committee, MindForge presses for clarity on specific licenses and advocates for an exclusive, perpetual agreement over a limited one. They emphasize IP as a critical asset for integration and risk mitigation. Though LyriaAI notes joint ownership is uncommon, a potential compromise involving a jointly held license with a three-year retention period is discussed. No conclusive settlement on IP is reached, and by mutual agreement, the parties pivot to the critical area of autonomy and governance, a central concern for preserving LyriaAI’s operational ethos and innovative culture.
11:05: LyriaAI emphasizes its preference for a partnership over a pure acquisition, disclosing past rejected offers from European AI firms focused solely on its IP. The discussion shifts to core governance issues. A significant breakthrough is achieved on exclusivity: LyriaAI consents to an initial 4-week due diligence period, with a willingness to extend this to a total of 16 weeks to accommodate MindForge’s regulatory filing process. With this critical path forward agreed upon, LyriaAI reintroduces its foundational requirement to maintain its AI as open-source. This pivotal point prompts MindForge to call a caucus to deliberate on this fundamental term and the overall structure of the potential agreement.
11:12: In the final moments, LyriaAI presents a decisive compromise: they are willing to reconsider their open-source stance provided they retain their IP rights. They further introduce critical ethical exit clauses for key personnel, allowing them to depart if MindForge breaches agreed-upon AI ethics principles, underscoring their commitment to consumer trust. On the pending Novatech litigation, LyriaAI offers a $2 million indemnity, citing commercial reasonableness. MindForge counters, questioning the amount and pushing for greater financial protection and transparency, seeking documentation to trust the settlement’s validity. The round concludes with these pivotal points remaining open for final deliberation.
Nr 12 | Team 132 Code vs Team Code 101
11:13 : Valuation tensions intensify as LyriaAI presses MindForge on a ceiling. MindForge stays flexible, contingent on broader agreements. The indemnification clash softens: LyriaAI floats a guarantee, then concedes to indemnification at £2 million, down from MindForge’s £3 million, a compromise reached in the spirit of trust. The spotlight shifts to intellectual property. MindForge demands clarity on ownership, raising alarm over community licences and open-source dependencies. LyriaAI insists on preserving developer arrangements, with perpetual and time-bound licences, stressing their cultural backbone. MindForge remains uneasy, questioning how such diffuse ownership fits with its vision of deeply integrated, proprietary Athena systems.
11:20 : The closing stretch circles back to valuation and IP. LyriaAI firmly reassures that all licences will transfer, urging that £350 million is fair given their proper ownership structure. MindForge edges upward, signalling comfort above £300 million but hesitating to fully embrace £350 without ironclad protections. LyriaAI warns that if doubts over community licences persist, acquisition talks could falter. Ultimately, both sides land on £350 million as the working number, but unresolved questions about exclusivity, community contributors, and integration loom large. The round ends with cautious optimism, progress on figures, but critical details left for future negotiation.
Semi Finals
Nr 11 | Team 127 Code vs Team Code 118
13:19 : Talks began with introductions and company backgrounds – Takoyaki open to partnership, but prioritizing autonomy, employee terms, and insurance for ongoing collaborations. Nebula’s CEO outlined their ambitions in streaming and anime markets, raising concerns about Takoyaki’s CEO facing litigation.
13:34 : Counsel Andrew flagged discussion points: autonomy, buyouts, and fee structure. Due diligence started with Nebula querying the Lex Global Partners lawsuit; Takoyaki revealed a near settlement at $3M, agreeing to an indemnity clause for less than that amount. Nebula insisted indemnity was essential, citing risk of reputational damage. Uncertainty around a claimed $8M figure led both sides to set aside further talks on the topic until clarified, keeping negotiations collaborative.
13: 48 : The divorce of Takoyaki’s founder Haruto emerged as another risk topic; Takoyaki acknowledged its sensitivity and intended payment, downplaying reputational concerns, while Nebula flagged potential implications due to Haruto’s high profile. Both parties agreed to revisit the issue later. On partnerships, Nebula revealed its acquisition of Pufferfish, deciding to address brand agreements subsequently. The discussion shifted to investment structure and valuation: Takoyaki named a $160M offer from Media Rock, Nebula valued Takoyaki at $140M, citing rival interests. Takoyaki prioritized creative autonomy over higher valuation, staying open to acquisition. Nebula floated co-investment with ZPG (private equity), assuring Takoyaki of ZPG’s capital support but non-influence – a new move but one Nebula felt confident in.
14:03: Takoyaki challenged the inclusion of ZPG in the investment, requesting details on the split. Nebula hadn’t explored specifics, first seeking Takoyaki’s openness; they emphasized ZPG’s strictly managerial role. Takoyaki questioned if Nebula could invest solo – Nebula was amenable but highlighted ZPG’s financial value. After a caucus, Takoyaki accepted the $140M valuation, seeking assurance that long-term and new-member subscription fees wouldn’t increase sharply. Nebula pushed back, prioritizing revenue and a higher fee model. Talks moved to employee shares – currently at 30% for Takoyaki, with interest in allocating shares within Nebula to further employee incentives and integration.
14:10 : Nebula agreed to acquire Takoyaki’s 30% employee shares, offering a deferred 15% premium as retention incentive. Takoyaki raised concerns about benefits for older staff and pressed for union support, but Nebula declined, pointing to past controversies. When Takoyaki asked about a blanket premium, Nebula was non-committal – though they did guarantee long-term employees would receive the retention premium, adding a clause to the agreement. On creative control, Takoyaki secured oversight for production in Japan and South Korea, with further details to be discussed later. Both parties summarized progress and closed the meeting with a future-oriented outlook, open to further negotiation.
Nr 14 | Team 131 Code vs Team Code 132
13:32: The round opened with energy and composure, setting a tone of structured dialogue. Nebula highlighted the potential in Takoyaki’s niche film market, particularly in Asia, positioning it as a growth opportunity. Takoyaki agreed Asia is a growing market they specialise in, but emphasised retention of their values if acquired. They stressed autonomy, creative control, stable pricing, and safeguarding a family-like work culture. Nebula outlined its own agenda of acquisition structure, preserving work culture, maintaining prices, and addressing data privacy. Both teams then transitioned into a discussion of their broader goals, signalling the start of deeper engagement.
13:47: Discussions centred on valuation and employee treatment. Nebula proposed acquiring 100% of Takoyaki’s shares for $140 million USD, covering 70% from the founders and 30% from employees, citing synergies with its gaming and media arm. Takoyaki questioned the figure, stressing retention of employee shares and incentives. Nebula argued for centralised control, suggesting cash incentives and a 10% premium on employee shares, with a possible 10% base salary increase and half-month bonus. Takoyaki preferred stock options to ensure retention and voiced concerns about a cut-throat culture. The discussion then progressed to the question of unionisation with Nebula questioning its necessity.
14:02: Unionisation was raised by Takoyaki but Nebula argued for benefits and the retention of key men Haruto and Yamagoto already met employee needs. The issue was parked for later. Focus turned to creative direction, Nebula sought control internationally, citing censorship laws and the need to expand anime’s audience. Takoyaki resisted, fearing dilution of its vision, and agreed only to cede rights over non–in-house productions. Nebula proposed dual screenings of original and reworked versions, using audience reception to decide which to pursue. The debate highlighted tension between commercial reach and artistic integrity.
14:17: The debate intensified around Takoyaki’s production house, which they insisted must remain under their sole control. Nebula suggested licensing rights instead, editing content under its own name, but Takoyaki rejected this, calling the production house the heart of their value. Nebula admitted surprise, questioning whether the original $140 million deal included the studio, and raised concerns over paying such a premium for limited rights. Nebula further proposed payment flexibility for the acquisition. Takoyaki opposed large hikes, agreeing only to a capped rise for new customers and accepted Nebula’s proposal for geographical pricing.
14:24: The session closed with a focus on Takoyaki’s ongoing data privacy lawsuit. Nebula flagged concerns over the 8 million USD claim, while Takoyaki clarified that the settlement figure stood closer to 3 million USD. Nebula asked for indemnification should the amount rise. Takoyaki suggested a 4 million USD cap, but argued time was short to finalise. Nebula proposed a milestone-based cap linked to case progress, while Takoyaki preferred time and money limits subject to board approval. Both teams ended by agreeing key issues required board input, while recognising the important points of progress achieved in negotiations today.
