Aims of the course

This course will offer:

  • useful tips on contract drafting techniques and common pitfalls
  • useful materials that can be used as a basis for drafting contracts
  • guidance on differences between the common law and Finnish systems of contract law and the implications for negotiating and contract-drafting.

The course will be ”hands on”. Delegates will be invited to undertake practical exercises eg analysing and improving poor drafting, suggesting changes to clauses presented by ”the other side”.

Method

The course will be ”hands on”.  Delegates will be invited to undertake practical exercises eg analysing and improving poor drafting, suggesting changes to clauses presented by ”the other side”.

Course materials

The course materials include comprehensive notes, a bank of sample contract clauses (and selected clauses from particular contracts – see below), useful websites and addresses and a guide to English contract law terminology.

Lecturer

The course will be given by David Fletcher, an English solicitor  who is a frequent lecturer in Scandinavia.  He gives contract-drafting courses, both general and in-house,  in a number of countries including Finland, Sweden, Denmark and Germany.  He is also a visiting lecturer at Helsinki and Tallinn Universities.

Participant Profile

  • Lawyers in private practice or in-house counsel who deal regularly with agreements in English
  • Lawyers from firms or companies who are planning to move into international work
  • Procurement managers/officers who deal regularly with international procurement agreements
  • Government lawyers who work on cross border agreements
  • Senior company executives who wish to enhance their understanding of and ability to write legal documentation in English
  • Secretaries attached to in-house departments or government offices
  • Secretaries to senior company executives who handle a range of communications, including contracts written in English

Programme

8.30

Registration and Coffee

9.00

Start of course

Introduction to “building blocks”of drafting.  How to draft a clause in modern English, expressing obligations,  contingent obligations,  exceptions,  and using (or avoiding)  special terminology used in contracts How to structure a contract.

Specific issues and clauses to be included

  • Parties. Ensuring that the parties are clearly defined, especially in relation to a group of companies. What happens if the contract is assigned or transferred?
  • Heads of agreement, letters of intent.   To what extent are LOI’s and HOA’s legally binding? No contract, no problem? Avoiding the pitfalls.
  • Consideration. What is it? Payment clauses. Earn-outs in Company Sale and Purchase agreements. Completion accounts vs. locked box provisions.  Price adjustment clauses vs.  “anti-leakage” provisions.
  • Retention of title clauses. Different types.
  • Warranties, guarantees, indemnities, representations, covenants. What is the difference between them?  How are they best drafted?   “Reps and warranties” – do we need both?
  • Measuring performance.  Best and reasonable endeavours/efforts covenants.  Sales target clauses.
  • Restrictive covenants.  Drafting non-compete clauses, non-solicitation clauses and other restrictive covenants.  Pre-completion covenants / covenants of conduct in M&A.
12.30

Lunch

13.30

  • Default and remedies.  Terminating for breach (material, substantial or serious?)
  • Liquidated damages clauses v penalties.   LD clauses in common law systems –  how they differ from penalties in civil law countries.
  • Limitation of liability, exclusions of liability and “caps”.  Minimising the risks.  Material adverse change (MAC) clauses in Company Sale and Purchase agreements. “Inclusion” clauses.
  • Direct and indirect damages  – the implications of recent case law for drafting.
  • Dispute resolution.   Avoiding the pitfalls  (eg Italian torpedoes).
  • Boiler plate provisions eg drafting notices clauses, force majeure clauses, whole agreement clauses, severance clauses

16.30

Course round-up

17.00

End of course

Seminaarin hinta

Yksityinen sektori

Seminaari

Hinta:

730 €

Julkinen sektori tai Lakimiesliiton jäsen

Seminaari

Hinta:

547,5 €

Hintoihin lisätään alv 24 %.

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