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5th Herbert Smith Freehills - NLU Delhi International Negotiation Competition 2018

The 5th Herbert Smith Freehills - NLU Delhi International Negotiation Competition is being jointly organised by National Law University, Delhi and Herbert Smith Freehills LLP from 07-09 September.

An estimated 178-minute read
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National Law University, Delhi in collaboration with Herbert Smith Freehills LLP is set to organise the 5th edition of the International Negotiation Competition from 07 - 09 September 2018.

The competition is the first of its kind in India, which brings together students of the top law universities across the globe. It introduces them to international negotiation and hones their skills, with the negotiation simulations closely imitating the actual international environment. The problems comprise a common set of facts known to all participants and confidential information known to only the participants representing a particular side.

In the fourth edition of the competition, 34 teams participated, with the University of Technology Sydney emerging as the overall winner. This edition promises to be even more exciting, with a total of 40 teams participating, including 21 teams flying down to India from across the globe.

The participants will first face two gruelling preliminary rounds. The first preliminary round, THE RUB OF THE GREEN, has GreenWheels, an app-based taxi business, negotiating with Pioneer Motors, a UK-based vehicle manufacturer, regarding the repair of a large chunk of GreenWheels’ cars, whose engines are manufactured by Pioneer. While GreenWheels wants all its cars repaired in time for the upcoming Summer Olympics, Pioneer estimates it can only repair half – an estimate which could seriously impact GreenWheels’ commercial plans.

The second preliminary round, THE HAILICOPTER, involves AirCoach, an aeronautical product manufacturer, and High Drones, an aeronautical technology developer, negotiating on the business of AHL, a joint venture between the two, which undertakes development and manufacture of the ‘Hailicopter’, an iconic, one-of-its-kind air taxi. Both have differing opinions regarding future investments, in relation to a lucrative deal with an airport operator, auto-piloting, and space mining.

The quarter-finals simulation is called LES LEGUMES MISERABLES. Allez Hop, a multinational agricultural corporation, trades in premium fruits and vegetables under the brand ‘En Marche!’. A majority of its employees are a part of a trade union called CFTA-CFLP, with which it has a collective bargaining agreement (CBA). Due to new regulations, Allez Hop has to heavily cut costs. It proposes a model for the same, and now has to seek employee approval for the same.

As we dive into the semi-finals, the teams will face the negotiation simulation called SWIMMING UPSTREAM. IndiCast, a traditional TV content provider, faces modernisation, in the form of online digital media streaming. It needs Epix, an online streaming service’s help in revamping its entire online platform. Epix considers IndiCast to be a good source of additional funding for further expansion. The meeting between the parties is closely preceded by an overhaul in Epix’s business.

The negotiation simulation for the final round, ACTIVIST INTERVENTION, takes us to India. AKASA, an A.I. software provider, wants to expand into the data collection, storage and organisation market. However, Priya Sinha, head of KCP, one of AKASA’s biggest investors, does not view this favourably. Moreover, AKASA’s CFO has been accused of inappropriate behaviour by AKASA employees – something Priya and KCP’s corporate social responsibility platform strictly condemns. A meeting between the parties will focus on the proposed expansion, a potential removal of the CFO, and the maintenance of AKASA and KCP’s reputation in light of this scandal.

In addition to the valuable experience of interacting with teams from various countries, the competition has many rewards. At the end of the competition, the Best Negotiation Team is awarded a cash prize of 1000 GBP while the Runners-Up will receive a cash prize of 500 GBP. The Best Negotiator and the team with the Best Negotiation Plan will receive a cash prize of 100 GBP each. The team which best represents the spirit of negotiation through their communication skills will receive the ‘Spirit of the Competition’ award alongside a cash prize of 100 GBP.

We look forward to seeing all the participating teams!

 

DAY 1: INAUGURAL CEREMONY, COMPETITION BRIEFING, AND PENALTY APPEALS

18.20: Greetings, ladies and gentlemen!

Welcome to the 5th Herbert Smith Freehills – NLU Delhi International Negotiation Competition, 2018, jointly organized by National Law University, Delhi and Herbert Smith Freehills LLP. The teams have all registered, and the inaugural ceremony has begun!

In the 5th edition of this competition, we have close to 40 teams participating:

  1. Australian National University
  2. Christ University, Bangalore
  3. Chuo University
  4. Deakin University
  5. GLC Mumbai
  6. GNLU Gandhinagar
  7. HNLU Raipur
  8. ILS Pune
  9. Jindal Global Law School, Sonepat
  10. Keio Law School
  11. King's College London
  12. Macquarie University
  13. Melbourne University
  14. MNLU Mumbai
  15. NALSAR Hyderabad
  16. NLIU Bhopal
  17. NLS Bangalore
  18. NLU Jodhpur
  19. NLU Odisha
  20. NUALS Kochi
  21. NUJS Kolkata
  22. RGNUL, Patiala
  23. RMLNLU, Lucknow
  24. Singapore Management University
  25. Sophia University
  26. Strathclyde Law School, Glasgow
  27. Tribhuvan University
  28. University of Bristol
  29. University of Cologne
  30. University of Malaya
  31. University of New South Wales
  32. University of Oxford 
  33. University of Sydney
  34. University of Technology Sydney
  35. University of the Sunshine Coast
  36. University of Western Australia
  37. V.M. Salgaocar College of Law

18.25: On the dais this evening, we have Prof. (Dr.) Ranbir Singh, Vice-Chancellor, National Law University, Delhi, Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP, Mr. Mark Bardell, Partner, Herbert Smith Freehills LLP, and Prof. (Dr.) G. S. Bajpai, Registrar, National Law University, Delhi. Meanwhile, Vrinda Vinayak (Student Coordinator) introduces to us this illustrious panel and this edition of the compeition.

18.30: Prof. (Dr.) Ranbir Singh is set to deliver the welcome address. He begins by welcoming all the venerated guests and teams, and talks about how this wonderful event began with just 14 teams in 2014, and grew immensely, in all respects, with close to 40 teams from across the world participating this year. He thanks Herbert Smith Freehills for their contribution in organizing the 5th edition of the International Negotiation Competition. He speaks of the importance for negotiation in everyday life, and wishes luck to all the contestants. He congratulates the Student Coordinators and the entire team of students who worked behind the scenes to make this event possible. He ends his speech on a light note, cautioning teams to go easy with the spicy Indian food. A true visionary, with a truly visionary speech!

18.40: Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP begins his address jokingly, talking about the rainy, and rather unpleasant, weather in the city today. He talks about the manner in which HSF and NLU Delhi came together to cultivate a culture of negotiation in India; and how this partnership has evolved so magnificently over the years, culminating into the 5th edition of the competition! He expresses his delight at the fact that 20 international teams are a part of the competition this year. He expresses his gratitude to all the people who were instrumental in making the competition what it is today. He lists the participating teams and their respective countries, extending a warm welcome to all of them, and recognising the immense amount of work the teams put in to prepare for the competition. He pokes fun at the participants, asking them to pull up their socks and give a tough fight to the teams from Australia! On a concluding note, he expresses how he is excited to meet and get to know people from distinct cultures and countries. An extremely inspiring speech!

18.50: Mr. Mark Bardell thanks NLU Delhi for extending such a warm welcome to everyone. He gives teams some quick tips on negotiation, talking about what the judges expect during a round. He talks about how strategy is fundamental during the negotiation rounds. He emphasizes on the importance of flexibility and planning on different scenarios which may arise during the contest. He concludes by asking participants to not focus on winning, rather to meet and engage with different people from different cultures and enjoy this wonderful time! Short and sweet!

18.55: The Student Coordinator, Vrinda Vinayak, thanks Mr. Siddhartha Shukla (Senior Associate, Herbert Smith Freehills LLP) on behalf of NLU Delhi, for his enthusiastic involvement in the competition since its inception. A beautiful video on the partnership between NLU Delhi and HSF is shown - highlighting how 5 years have created wonderful experiences for both the participating teams as well as the organizers. It includes short clips of the various dignitaries on the panel, who emphasize on how the competition has been efficiently conducted over the years. The video ends with both partners looking forward to the future of the competition, and hoping to continue its tremendous success!

19.00: Prof. (Dr.) G.S. Bajpai now delivers the vote of thanks. He talks about how history is in the making with regard to the competition, with an increasing number of teams participating every year. He expresses his gratitude towards Mr. Chris Parsons, Mr. Mark Bardell, Mr. Siddhartha Shukla, and the entire team at HSF for their continuing support, year after year. He thanks all the judges in advance who have taken out time to judge the negotiation rounds, as well as evaluate the negotiation plans. Thanking the teams, he motivates them to do their best to make the competition a smashing success. He also appreciates the student body for their consistent hard work and concludes by thanking the faculty members and support staff for their invaluable assistance. It’s only fair that we thank all the people who have made this competition successful, and Prof. (Dr.) Bajpai expresses his gratitude to each and every one of them!

19.05: The inaugural ceremony has now ended, and the participants are geared up for the competition briefing and penalty appeals. Since the event is limited to participants only, we take your leave. Do tune in to all the excitement tomorrow!

 

DAY 2: PRELIMINARY ROUND 1 AND PRELIMINARY ROUND 2

 

PRELIMINARY ROUND 1: THE RUB OF THE GREEN

Room 1 - New Meeting Room: Team 1 v Team 22

10.13: Both teams exchange formalities and share their hope to move forward from the impasse between them. They highlight their commitment to this business and want to make use of the unique business opportunity which is before them. They mutually agree to maintain confidentiality of the negotiations.

10.18: Both parties begin talking about the number of cars to be repaired. GreenWheels needs 250 vehicles to be replaced within the span of 12 weeks, but Pioneer says that the problems being faced are because of the cars’ warranty, not because of inherent defects in the vehicles’ parts. GreenWheels wants to know whether the problem of the shorter lifespan is related to technological limitations, to which Pioneer clarifies that, due to the unique technology, parts need to be replaced more often to meet the technological outcome. Pioneer adds that this situation is actually similar to other vehicles manufactured in other countries, not specific to their operations. Pioneer is confident that there are no internal defects and there has been wear and tear of the vehicles due to being in use for nearly 3 years.

10.33: Pioneer offers to share a technology assessment done by their engineers for GreenWheels’ perusal and assures that their service quality will not be compromised. Pioneer agrees to repair 250 vehicles by the end of May but also proposes an additional repair cost of $15,000 per car because of extra labour and shipping costs from the UK. GreenWheels considers the offer but wishes to know about Pioneer’s future plans for repair capacity and what they seek from an operational perspective, as to whether they are employing experts on a short-term basis or more permanent staff. GreenWheels wants to talk about a more concrete mechanism for repair, in order to address the possibility of similar issues cropping up in the future. Pioneer says they will have to go back to their management and deliberate further on this point.

10.48: Pioneer offers to repair the cars at the Honda factory in Tokyo with whom they have good relations, which would reduce shipping costs. They would be using their own engineers who would be flying out from the UK, and all 250 cars would be repaired at a cost of $12,000 per car. GreenWheels could also choose to repair only half of the cars at $8,000 per car. This puts three options on the table for GreenWheels, and it seems to be more amenable to the second option. It talks about future perspectives and Pioneer’s capacity to continue to grow as a company. It  is concerned that, even right now, for 250 cars, Pioneer needs to consolidate its resources to complete the project. In a span of another three years there might arise a situation wherein a large number of cars need to be repaired, and so, it enquires about Pioneer’s plans for capacity. Pioneer replies by saying that it is planning to expand their repair force by employing third party engineers for basic repair, so as to protect their core technology.

11.58: Both teams have arrived at more or less a consensus regarding the current issue wherein the cars will be repaired at the Honda factory in Tokyo in time for the Olympic Games. Since the cost of $12,000 might be too high for GreenWheels to pay over a period of time, they decide to meet again soon to finalize the price for repair. Both parties express their gratitude to each other and conclude the negotiation.

12.05: The Q&A session now begins, and it’s Pioneer’s turn first. The judges feel that there was perhaps too much agreement by both parties on issues and ask the team why they didn’t stress more upon their exclusive technology while negotiating, despite being the smaller company. They appreciate the three options of repair put forth by them to GreenWheels.

12.10: We now move on to GreenWheels. The judges reiterate the point of too much agreement amongst the teams and feel the main issues weren’t dealt with in a more structured manner. They ask the team why they considered the price of $15,000 and then $12,000 instead of pushing harder. The team replies they were considering long term benefits while trying to be accommodating. If the price was too high, they were planning to go back and bargain.

 

Room 2 - 101: Team 2 v Team 7

10.15: The teams greet each other and discuss the agenda of their meeting. Pioneer acknowledges the problems that the parties are facing. It offers alternatives, with a desire to carry them out, but also wanting to maintain their commercial interests. GreenWheels proposes to a 90-day time period for completion of the repairs, and Pioneer seems to be amenable to this. Pioneer says that the relationship between the two companies is more important than the working of the cars. However, we seem to be at an impasse here, as GreenWheels proposes to lower the cost of repairs, from 4000 to 2000, while Pioneer, on the other hand, wishes to increase the costs, from 4000 to 8000.

10.30: The teams discuss outsourcing. GreenWheels suggests outsourcing most of the repair work instead of increasing cost, and lays out the benefits of the same. Pioneer does not wish to outsource the repairs, as this could cause release of their intellectual property. Instead, it proposes increasing the price a little, for it to reciprocate with a higher guarantee, and thus, with better quality engines. GreenWheels talks about their faith in Pioneer, and believes that they could finish the repairs in the time given to them.

10.45: Returning to the discussion on costs, Pioneer puts forth their proposal for 8000, and stresses its importance to the company. They say that the rationale behind this cost is not the considerations of the shareholders, but the loss that it would incur at a cost lower than this.

11.00: Pioneer says that with the price of 25%, they would be able to block the acquisition. They say that they would be able to work better together, and GreenWheels agrees, acknowledges their fruitful relationship. They talk about their investors, with the potential to take over the company. They do not find it advisable to tell shareholders and stakeholders that their engines have a chance of being defective, but that there would be a price hike. They tell GreeenWheels that an increase in price would reflect with an increase in quality, and that it would result in a profit for both companies. GreenWheels proposes, as a compromise to this offer, outsourcing, as an alternative solution. It states their various problems, specifically financially, and says that they need sponsors. They wish to preserve the good public image of both companies.

11.05: Pioneer proposes to lower costs from 11000 to 8000. GreenWheels counter-proposes buying half the fleet from Pioneer, and outsourcing it. Pioneer recaps the negotiation, saying that they would hold another meeting to continue the discussion. They negotiate to keep a time bar of 2 years, and agree on the same. Pioneer wants a guarantee of buyership from GreenWheels, to which GreenWheels agrees. They wrap up the meeting here, and decide to continue the discussion in the future.

11.10: We now begin with the Q&A session. First up is GreenWheels. The judges give an overall positive feedback to GreenWheels, saying that they could have focused on the legal points of the issue, rather than only the monetary aspects.

11.15: The judges give positive feedback to Pioneer as well, particularly pointing out their good teamwork during the round. However, the judges advised the team to stress more on the time bar in the merger, when they had given more importance to the cost of repairing.

 

Room 3 - 102: Team 3 v Team 29

10.13: Welcome, ladies and gentlemen! We have Team 03 representing Greenwheels Ltd. and Team 29 representing Pioneer Motors.  Pleasantries are exchanged by representatives of both parties. Both teams reiterate their friendly relationship. The personal relationship between the two heads is also mentioned.  GreenWheels raises the CarbonFree catalytic repair issue. They also talk about the importance of the ‘Official Taxi Sponsor tag for the Olympics and what it means to the future prospects of the company.

10.28: Pioneer acknowledges the concerns of their counterparts but puts forth its limitations regarding the limited repairs workforce. Pioneer also seeks information regarding the competition that is in the market for the ‘Official Taxi Sponsor’ tag. GreenWheels puts forth the possibility of purchasing catalytic converters from a third party. Both parties agree that litigation is not a course of action they would like to pursue. GreenWheels thinks $8000 for the new converters is too much and wants it to be lowered to $5000.

10.43: Pioneer does not agree with the lower price proposition. They have pioneered the technology and deem the $8000 price tag to be very reasonable. GreenWheels also proposes repairs of the defected converters for $4000 each. The price issue is deferred as of now.

Pioneer raises management concerns and puts forth its insecurities regarding the stake acquisition. They are willing to provide the stake but only at their valuation, with which GreenWheels disagrees. Pioneer acknowledges the exclusivity concerns of GreenWheels. The representatives want to negotiate on clause 10.1 of the exclusivity agreement.

10.58: Greenwheels wants the repairs and new converters as soon as possible and proposes that Pioneer outsource the mammoth task, but Pioneer isn’t interested. They don’t want to compromise on quality as it can endanger the reputation of the company. However, if GreenWheels wants to outsource the repair process, Pioneer proposes the whole process to be overseen by its team. A consensus on this!

Regarding management, Pioneer agrees to sell 25% with 15% immediate stake for better quality and quantity of management. GreenWheels agrees. The 15% immediate stake will allow Pioneer to fulfil its current commitments. Another quick consensus!

11.08: GreenWheels seeks a special discount from Pioneer to compensate the loss suffered due to the defects. Pioneer defers and recapitulates the terms agreed upon. We also have a consensus regarding the price. 8000 bucks for new converters. Agreed! Pioneer also proposes that if GreenWheels outsources the repair work for the other 125 cars which it was not able to repair because of resource constraints, the company would be willing to offer repair of the other 125 at the same price agreed upon with the third party. This means that we have a mutual agreement regarding change in the exclusivity provisions. We have an agreement on this proposal too.

We finally have an overall consensus. Both parties are satisfied with their achievements. A fruitful negotiation!

11.13: We now move to the Q&A session. The judges commend the participants for their effort. Questions regarding the specifics of the deal are asked. Important feedback regarding some nuances of negotiation are also offered, the importance of eye contact being one. The counsels are advised not to start with technical legal issues right at the beginning and wait till the parties are more comfortable with each other. The judges also seek some clarifications regarding the propositions, and seem to be satisfied with the answers.

 

Room 4 - 103: Team 4 v Team 25

10.10: And the round begins! The teams greet each other warmly. They seem to share a great working relationship. They swiftly move to discussing the main issue at hand - that of the catalytic converters. Pioneer is willing to repair the cars, but wants GreenWheels to purchase more cars. They also want to discuss the matter of shares.

10.25: Pioneer is willing to repair the cars, but it wants Greenwheels to purchase 150 cars. Both teams seem to be having difficulties of their own; while Pioneer finds it difficult to meet the time for delivery, GreenWheels finds it difficult meeting the costs of the cars. Pioneers suggests a staggered payment. GreenWheels wants discount on the price, which Pioneers, although initially unwilling, concedes eventually in return for other benefits. The teams also discuss the exclusivity clause. Pioneers says that they have tie-ups with other companies until 2022.

10.40: GreenWheels wants to renegotiate the exclusivity clause, as well as understand what exactly Pioneer’s position regarding the clause is. They seem very keen on understanding their fellow party's position. Pioneers clearly illustrates to them that they want to protect their intellectual property rights with respect to the software, and not the hardware machinery. GreenWheels wants an estimate on the time that would be required. Pioneers assure them that by the end of the month, they would receive 275 cars - 150 new and 125 repaired.  They also go over price discounts that could be included if the contract were to be extended. They talk about extending the contract, about having a 4-year agreement, but the terms cannot be fixed without further consultation. The teams seem to be approaching the end of their negotiation. They summarize all the points agreed on and conclude the negotiation by expressing their gratitude to each other about having a successful negotiation.

10.50: The judges want to know what the main interests of the parties were in this session of negotiation. Pioneer was confident that they got most of what they wanted and only capitulated on the aspect of price discount. Pioneer said that it wanted to maintain GreenWheels as its working partner, as it did not have a lot of innovation with respect to the aspect on catalytic converters. Also, Pioneer wanted to hold its ground on the exclusivity clause, as it didn’t want its software to be shared with others. GreenWheels tried to make the best use of the exclusivity clause, and was happy that although Pioneers was protective of the software, they still were able to get their way with the hardware. 

 

Room 5 - 104: Team 5 v Team 26

10.15: Warm greetings, everyone! An interesting round of negotiation is underway, as the parties exchange niceties, looking forward to arriving at a mutually amicable conclusion. GreenWheels takes the initiative by expressing that the issue of the cars would be their primary agenda. The parties agree to exchange information to set the stage for the discussion. GreenWheels puts forth its concern and asks Pioneer Motors if they were aware of the problems with the cars with respect to the catalytic convertor. Pioneer replies in the negative. The counsel for GreenWheels then wants to know how they will deal with the issue if they aren’t aware of the problem. They suggest the repair work to go on in slots, with a specific number of cars to be repaired each week. Pioneer replies that they would be able to repair 10 taxis per week.

10.30: The round is getting intense as the discussion on the issue of repairs moves forward. Pioneer Motors wants to know if GreenWheels has concerns regarding any major competitors. However, GreenWheels is confident that they are the leading contenders in the market. Hence, they want their entire fleet of 250 cars ready by the 30th of May. GreenWheels then asks what resources Pioneer Motors is willing to employ, to which Pioneer replies that its full repair team would be at work. Pioneer proposes to outsource the repairs of some cars as, in their capacity, they wouldn’t be able to repair all 250 cars in 12 weeks. GreenWheels is pushing on the point that they need all 250 taxis ready by the deadline. They are not willing to negotiate on the 3-week deadline, however, they may be willing to negotiate the amount of work done within the deadline. On this point, Pioneer is thinking about employing their manufacturing team as well, in order to get the work done by the end of May. The deadline seems to be the bone of contention here with Greenwheels pressing on the 3-week deadline.

10.45: The parties now move on to discuss the exclusivity clause in their contract. GreenWheels enquires if Pioneer Motors has any prospective clients, to which Pioneer could not provide any information. However, they do express that they will look at other prospective clients only when this project is completed. GreenWheels wants to know what exactly is the problems with the taxis as all 250 taxis went down in a matter of weeks. Pioneer is not aware of the exact issue but they agree to share that information once they receive it. Pioneer expresses that they want nondisclosure to the fact that there was issue with the catalytic convertors. GreenWheels replies to this by saying that legally, there would be no problems, but on the business front, they’d like to consider it carefully. GreenWheels now wants to know what the status of the management change that Pioneer is considering is. Pioneer assures them that any such change would be in the best interest of the company and that they are not able to disclose any other information on that point.

11.00: With the tension rising in the room, the parties now discuss the most important issue, the cost of repairs. Although GreenWheels is contractually obligated to pay for the repairs, given the time strain, Pioneer is willing to negotiate on that. They propose a number of 75 cars from their side within 3 weeks. GreenWheels wants the information with respect to the outsourcing company, but Pioneer is reluctant about it. They are willing to negotiate the cost of repairs, which currently stands at $800,000 per car. There seems to be a confusion as the parties discuss different ways out, in terms of cost and number of cars. Both puzzled, the parties try to write down the number of cars and their respective costs of repairs. They conclude and clarify that 105 cars will be repaired by Pioneer in 3 weeks with the outsourcing at a cost of $540,000. Out of these, Pioneer would repair 75 and 30 will be outsourced. The remaining 145 cars would be repaired post the deadline by Pioneer itself. The confusion is cleared, but are they arriving at any consensus?

11.10: With 10 minutes to go, Pioneer brings up the issue of GreenWheels acquiring an equity stake in Pioneer Motors. To that, GreenWheels asks what is Pioneer looking to get out of such acquisition. Pioneer tells them that given their longstanding partnership, with GreenWheels’ expertise, both companies would be able to grow. GreenWheels is looking to push that issue for a future discussion and rather cater to any immediate needs of Pioneer. The parties agree on this point and try to summarize the meeting, to make sure everyone is happy. GreenWheels is still concerned about the exclusivity issue but the parties reinforce their good relations and try and settle all the issues. With the questions on number of cars and cost of repairs solved, the parties end the negotiation and agree to meet at a future point of time to discuss the other issues as well.

11.15: We now move on to the Q&A session. First up is Pioneer Motors. The judges start with asking the team about their disclosure of reports. They make an observation regarding the client-counsel roleplay. They point out that the client should try not to put forth the legal aspects of the issue. They were surprised that Pioneer offered GreenWheels to acquire equity. Should they have volunteered to dilute their stake? A second observation was that when there is a contract in place, after what point should they negotiate the price. The judge noted that the party should fight for their stand. They ask their opinion as to which team seemed more desperate? To that Pioneer replied that GreenWheels looked more desperate as they kept budging on the deadline.

11.25: Moving on to GreenWheels, the judge asks GreenWheels why they agreed to the number of 105 cars when they needed 250. The party explained that they’ll get 105 cars from Pioneer. They will get 125 more from Autotech converted to green cars. They took this way as Pioneer was charging less than Autotech. The judge however mentions that they could have negotiated the exclusivity clause and got in a third party to deal with it. The judge points out that the part agreed to a nondisclosure, saying there are no legal barriers. Did they not want any exceptions? GreenWheels responds by saying that they wanted a complete nondisclosure as well, as their reputation was at stake. The judge brings up the same concern of roleplay between client and counsel. He points out that they did not hold their ground. They question whether GreenWheels got what they wanted, and the teams says that they were very happy with the negotiation as they now have a chance of another discussion in the future with exclusivity on the table. The judges also pointed out that most of GreenWheels’ negotiation was about asking questions and not putting forth their own concerns.

Room 6 - 105: Team 6 v Team 27

10.15: And the round is underway! Both parties greet each other, showing signs of an optimistic approach in resolving their disputes. GreenWheels takes the initiative and starts with laying down the issues and bones of contention. It hopes that they arrive at a solution acceptable to both of them.

10.30: The negotiation starts with the recognition of three main issues – first, about the catalytic converters and their malfunctioning; second, about the repair prices; and the last related to maintaining the fruitful relationship the two parties share with each other. Having clarified the agenda of the negotiation and that the previous meetings weren’t as fruitful as they thought they would be, the teams begin putting forth their points of interests.

10.45: As Pioneer wasn’t able to repair the damaged vehicles, it comes up with a solution of outsourcing the repairs - for which GreenWheels would have to incur double the expenses they were incurring earlier - if they wanted the vehicles to be on roads during the Olympics. GreenWheels opines that by the terms of the contract, Pioneer had to repair the cars within 10 working days. However, here, even after 6 weeks, they hadn’t done so. Further, there are other companies in the market, such as Autotech, which provide facilities which could repair the cars in time for the Olympics, and at a reduced cos of $5000, as compared to the $8000 charged by Pioneer.

11.00: Both the parties are trying to reach a consensus but there hasn’t been any meeting of minds so far. Pioneer comes up with another solution, according to which GreenWheels could procure 150 new cars from Pioneer, and give the 250 damaged cars for repairs, to be delivered after 12 weeks. Further, Pioneer offers GreenWheels the option to buy shares of the company and be a stake holder. GreenWheels isn’t really convinced by this solution and is discussing whether any alternatives are available.

11.10: The parties have finally reached a consensus! GreenWheels agrees to buy 150 cars, but at reduced price of 20%, and the delivery of the 250 damaged vehicles has to be guaranteed by the end of the month. Pioneer also lays down certain conditions, that GreenWheels would deal exclusively with it, and that during the Olympics, they would have increased PR. Both parties have agreed on the solution and end the negotiations with a hand shake and smiling faces!

11.20: We now come to the Q&A. The judges seek to clarify certain provisions related to the agreement and are convinced by the responses of the parties. The negotiation has ended well and the parties as well as the judges wear smiles on their faces as we come to the end of this round.

 

Room 7 - 201: Team 23 v Team 28

10.15: The two teams sit down for discussion and greet each other warmly. Some crucial facts are ascertained right at the outset- Pioneer would take about 12 weeks to repair the cars and supply GreenWheels with 150 working cars. GreenWheels expresses some concerns on getting the cars sooner in lieu of the Olympics in Tokyo, and their need for a competitive advantage therein, so as to extend their outreach to other Asian and European cities.

10.30: The discussion comes around to the question of funds. Pioneer discusses strategy to bring in funds, and proposes to split costs 50-50. GreenWheels askes for a rough number about the cars that could be repaired before May. After some deliberation on this issue, the option of outsourcing is put on the table by GreenWheels to increase the number of working cars it can have by the end of May.

The teams discuss the importance of the upcoming Olympics. GreenWheels expresses its belief that proper maintenance has been carried out and reiterates its faith in the venture. The precise number of cars to be produced per month by Pioneer is also discussed. GreenWheels re-expresses its desire to get third parties involved. According to it, stealing of technology in the form of an intellectual property rights violation, a primary concern for Pioneer, would not be an issue. Pioneer moots the idea of bringing in external repair teams, due to their cost-effectiveness and the fact that they address the concerns of both parties to a certain extent. Figures as to number of cars to be repaired are being discussed – we have witnessed some very quick progress!

10.45: We aren’t all the way home yet, though. The counsel for GreenWheels expresses concerns about the costs involved in getting third parties to repair the cars, and Mr. Louis counters this with his concern for the quality of repairs provided by Autotech and whether they would be up to the mark. The counsel for GreenWheels expresses faith in Autotech’s quality of repairs and cites its large and well-trained staff as an extra bonus. He also mentiones the incident in April wherein a lot of catalytic converters had failed in the cabs, though it was acknowledged that none of the parties could be held to be at fault.  Considerable progress is made here – subject to various terms and conditions laid down by Pioneer in order to Autotech into the picture. GreenWheels acknowledges these concerns and both teams reached some consensus but agree upon not locking things down prematurely.

11.00: There is talk about changing the format of the formal agreement between them – GreenWheels talks about third parties coming into the agreement only when Pioneer’s repair capacities are stretched to the fullest. Mr. Harris also enquires whether a reduction in cost of catalytic converters would be possible. The exact share-holding of GreenWheels in the venture is discussed and various considerations are discussed thereunder. Pioneer wants a call-back option, an open line of communication and that priority to Pioneer be accorded with regard to buying of parts. GreenWheels offers to buy twenty five percent of shares and trade two percent of their shares. There is discussion about the proposition of a limited call-back option. Mr. Louis from Pioneer expresses his belief that capital investment from GreenWheels would be more convenient. The conversation then centres around nuances of premiums and evaluation.

11.05: Pioneer talks about their ongoing supply agreements with freight companies, which GreenWheels contends with as long as Pioneer won’t be dealing with cab shares or taxi companies. The companies thus agree to a certain exclusivity, which could only be modified by mutual consent. Expansion plans for the following year are also discussed. The parties have reached consensus over outsourcing to Autotech and intricacies like repair-fee shares.

11.10: The teams agree upon the final modalities of the agreement. The cars to be supplied are discussed, and a number is fixed. Third party involvement is delineated and it is agreed that such involvement shall be subject to mutual consent. The investment of 25 percent of GreenWheels in R&D is fixed, subject to the various considerations mentioned in the course of the negotiation. The teams acknowledge having come to a very productive conclusion.

11.15: We now come to the Q&A session. The judges request more clarity on Pioneer’s position with regards to Autotech – whether they have similar reservations for other third parties as well and the like. Pioneer expresses concerns about reverse engineering and quality of repair. Pioneer also clarifies that they were able to address the concerns about quality by meeting quality control measures.

Also, the judges inquire why call-back was such a large concern for Pioneer – they express concerns regarding there investors and the involvement.

11.20: It’s GreenWheels’ turn now.The judges ask the team whether renegotiation of the price provided under the contract was crucial to the discussion. GreenWheels expresses satisfaction at having dealt with an issue that could very well have caused further problems in the future. They explain that they merely introduced the concept and placed it on the table.

In answer to a question with regards to costs, GreenWheels said that they were happy to bear the costs for repairs done by Autotech.

It was asked whether the economies involved or increasing size of the fleet was more important. GreenWheels replied that increasing the size of the fleet was accorded first priority.

 

Room 8 - 202: Team 9 v Team 30

10.05: After a brief exchange of pleasantries, representatives of both companies start putting their contentions on the table. Both parties recognize the importance of their relationship, and intend to make this negotiation fruitful. Pioneer is hopeful that this meeting will resolve their differences permanently.

10.20: Counsel for GreenWheels Ltd requests the representatives of Pioneer Motors to list the issues that they want to resolve in this meeting. These issues include repair of the catalytic converters, clarifying the terms of the supply agreement and discussing the course of the future relationship. After being confronted by the question of repairing the converters, Lewis Lancole, the head of Pioneer Motors, has proposed outsourcing the repairs, whereas counsel of Pioneer Motors has put up the idea of subcontracting the repairs, so as to retain control over the process. This has made the counsel for GreenWheels Ltd ask the specifics involved in the process.

10.35: On the issue of pricing of catalytic converters, both teams are going head on with each other. While stating the problems that arose regarding the converters, the counsel for GreenWheels says that they are looking at other options in the market, but considering the share of the market that both parties have, they are willing to renegotiate their relationship. Jeff Harris, head of GreenWheels, states that he has been in touch with other players in the market to supply the motors.

10.50: Both parties are now negotiating on pricing of the catalytic converters. Counsel of GreenWheels proposes that they enter into an agreement that supplies of motors would be supplemented by external parties. However, Pioneer Motors has raised the issue of what structure this agreement will have. To this, Counsel for GreenWheels proposes to put it in the supply agreement and subject it to te approval of the board of directors. On the question of pricing, no consensus has been reached, and representatives of Pioneer Motors have promised to quote a price only after consulting within their company.

11.00: CEO of Pioneer Motors, Lewis Lancole, is raising concerns over exclusivity that was provided in the original agreement between the companies. In response Jeff, says that the fact they have been collaborating for such a long time, shows that both parties have intent to respect the agreement. In the last few moments, both parties are on the same page over the issue of helping management teams of each other during course of partnership. Both parties have intention to meet again and solve the remaining issues. In the dying moments, representatives of GreenWheels states his concerns over confidentiality, stating that this will undermine confidence in consumers of the future.

11.05: We now come to the Q&A session, and first up is Pioneer. After some usual discussion over negotiation, the judges ask whether waiver of exclusivity will work in their favour or not considering that they have intellectual property rights over catalytic motors. The second query of the judges is how important confidentiality is to them. The representatives from Pioneer motors said that it is important but they have other issues on their preference list.

11.10: Next up is GreenWheels. After being asked about the main crux of their negotiation plan, the judges asked the team about why they were stressing so much on majority-minority arrangement with Pioneer Motors. Satisfied with the team’s answers, the round comes to an end.

 

Room 9 - 203: Team 10 v Team 31

10.15: Both the teams start with exchanging pleasantries. The companies are on good terms and this fact is acknowledged by GreenWheels. Pioneer seems eager to help GreenWheels understanding all their concerns. It poses the problem regarding the shortage of workforce on the repair team. GreenWheels is concerned about getting the extra vehicles and the cost thereon. Pioneer aimes at solving this by promising to arrange the required number of vehicles for the Tokyo Olympics. It seems determined to arrange 125 vehicles in May, 2020 and the rest 125 before the start of the Olympics. GreenWheels questions it with respect to the lack of adequate number in the repair team. Let’s witness how this proceeds further!

10.30: GreenWheels puts forth the problem that it is not only about Olympics, but the fact that all those vehicles that are not functional will pose a threat to their goodwill in the market. Pioneer wants to find an alternative for repair to which GreenWheels replies by stating that Pioneer is more familiar with the catalytic converters and thus is in a better position to get into the repairing work. Pioneer says that the issue of repair team is not of immediate concern. The next issue that arises is GreenWheels asking for the assurance that there is no more upcoming failure of vehicles due to catalyst converters. It wants an agreement with regards to those 125 vehicles.

10.45: There is friction between the parties! GreenWheels wants an investigation to find out whether there was any material defect with the vehicles. However, Pioneer is stuck on the solution of purchasing 125 vehicles for now. GreenWheels seems concerned with the durability of the catalyst converters. GreenWheels shows faith in Pioneer, but at the same time poses the problem of durability. The time of 3 years as asked for by Pioneer for repair work is not able to solve the concern of durability. Pioneer states that it is natural degradation of catalyst converters. The parties agree that they don’t actually get what is causing the problem, whether it is the careless use of drivers or the manufacturing defect. They stick to purchasing 125 vehicles as of now but GreenWheels wants a warranty on each car.

11.00: The probable solution suggested by Pioneer is that GreenWheels could purchase 125 vehicles by May, 2020 with 3 year warranty, as soon as they are manufactured. GreenWheels questioned about the remaining 125 vehicles. Pioneer suggests starting the repairing work of those 125 after the Olympics and during the Olympics they’ll keep repairing the others, to increase the fleet from 500 at start to 625 in the end. GreenWheels is reluctant to substitute the new ones in place of the older ones, which are required for the day to day work. They were adamant to have those 150 cars repaired before Olympics and not during the event. Pioneer agreed to repair 125 of them. There seems to be an atmosphere of misunderstanding within the room, which is evaporating slowly.

11.10: The parties foresee a brighter future ahead together. Pioneer agrees to have an investigation into the matter as was raised earlier and to prepare a full comprehensive report on the matters. GreenWheels is concerned about the fact that they have to pay extra bucks for the procurement of the extra vehicles from the third party and that it will also lead to reverse engineering. It wants Pioneer to be the first resort for their grievance. Pioneer suggests the option of sending the cars after the Olympics to different parts of Europe as GreenWheels desires, to which GreenWheels does not concede. They agree to carry forward the negotiations another day as both parties did not seem to agree upon a common solution. Ultimately, the round has come to an end!

11.15: We now come to the Q&A session, with GreenWheels going first. GreenWheels is questioned that while Pioneer was agreeing to repair all the vehicles, why was GreenWheels not able to come to a solution? They answer with restating their concern of repairing all the vehicles and not only those meant for the event. Another question raised is that none of them raised the matter of Pioneer paying the third party cost. GreenWheels states that the discussion never went to that extent because they were not acknowledging the problem itself. They are questioned about the plan of action before the party was here for negotiation. The prima facie issue is that they wanted to carry forward the relationship and for that they needed to make sure that the repairing team is enlarged.

11.30: Pioneer is asked if it thought of raising the cost issue and with the purchase of 125 more cars what it was trying to achieve. It answers saying that it was to solve the problem of GreenWheels regarding the number of vehicles. It states that the solutions were the best they could offer to come to an amicable end.

 

Room 10 - 204: Team 11 v Team 32

10.19: And we’re off, ladies and gentlemen! Both, GreenWheels and Pioneer Motors introduce themselves. GreenWheels puts forth the issue that the catalytic converters of the 250 vehicles that they received from Pioneer are defected and that they are looking forward to get the sponsorship contract for the upcoming Tokyo Olympics. Pioneer replies by saying  that they are under financial constraints and lack of repair team members.

10.34: GreenWheels says that they have a limited time frame as the Olympics are coming close. Both the teams negotiate over the time constraint and the limited repair team. Pioneer suggests that they would initially repair around 125 vehicles before the time constrain. GreenWheels replies that they want to be assured that the contract is met before the deadline and that the remaining cars should be in perfect shape.

10.49: Pioneer assures GreenWheels that they would do their best to provide the requisite number of cars before the deadline. They are concerned that within the financial constraints, they will only be able to repair up to 125 cars, which is their upper limit. They are ready to bear some cost to expedite the process. GreenWheels asks whether Pioneer is ready to outsource the cars to which Pioneer replies affirmatively.

11.04: GreenWheels is concerned about the repair costs. Pioneer replies to this by saying that it would require GreenWheels to bear a cost of $8000 for the repair of the catalytic converters. GreenWheels replies that they are ready to lend a loan of $5000 to Pioneer Motors if they assure repayment. Pioneer suggests that instead of a loan they would appreciate GreenWheels to invest in their company to which GreenWheels refuses.

11.14: Pioneer suggests that GreenWheels could start the advertisement campaign so as to bring both the companies in the limelight. GreenWheels asks that if provided with the requisite costs, would Pioneer be able to provide the 125 defective cars. Pioneer suggests for a 10% premium of investment and they would have an agreement according to which there would be a pre-negotiated rate at which GreenWheels can pull back their shares. The companies decide to consider all the suggestions and propose for another meeting wherein the negotiation could be carried forward.

11.20: We now proceed with the Q&A round. First up is GreenWheels. The judges ask why they proposed to offer a loan rather than investing in the company. The judges think that GreenWheels is in a predominantly better position in the negotiation which they should have used to their advantage and that there should be a conclusion to the negotiation.

11.28: Next is Pioneer Motors. They felt that GreenWheels was not able to put forth their proposal clearly. The judges feel that the contract favoured Pioneer Motors which should have been used to their advantage. The bifurcation of facts complicated and confused the other party. However, all in all, the judges felt that both teams made great attempts to reach consensus.

 

Room 11 - 205: Team 12 v Team 33

10.05: The round starts with both teams exchanging pleasantries. Lewis Lancole, the CEO of Pioneer Motors, starts off with giving a brief description of the status of the company. GreenWheels gets right to the point by stating their desire to be the official sponsor of the Olympics, citing an increased consumer base as its main motivation behind wanting to take that step. The substantive discussion begins with the question of how the cars should be repaired, with Pioneer restating the small nature of their company to plead that they simply cannot work on all 250 vehicles with faulty catalytic convertors.

10.20: GreenWheels remains firm on wanting to get all 250 cars repaired, with Pioneer quoting a number of 100 when asked how many cars would they be able to repaired, but suggests a novel solution: while they are ready to get the rest of the 150 cars outsourced, they get to choose which company gets to do the same. GreenWheels conveys that they already have a company in mind, based out of India, and asks Pioneer whether they can convey their views on the same by visiting their factory site, and by when. Pioneer conveys its concerns primarily on the grounds of quality and intellectual property, but agrees to fly down to India and assess the company in question for itself. GreenWheels takes the discussion ahead by asking for a discount on the price of the repairs of the car, claiming that the cars did not last until their expected lifetime. Pioneer negotiates with them and suggests that the payment be deferred and that they contribute 25% of their revenue if they become the Official Sponsors of Tokyo 2020. An acceptance has finally been reached in this regard, and GreenWheels might just have a fighting chance to become sponsors once again.

10.35: Discussions now begin on the question of the wider future of the partnership - the exclusivity clause. GreenWheels requests deletion of the same so as to allow them to contract with other companies, in so far as future repairs and purchases are concerned. Pioneer suggests that they be allowed to renew their contracts with other parties as well, and requests that a mutual first refusal right be granted so as to ensure that both companies remain stakeholders in any deals which either entity enters with third parties. GreenWheels likes the idea and conveys its acceptance for the maintenance of their lasting relationship. The two also agree for a joint management and technical team to ensure that the Tokyo Olympics project is successful, although Pioneer seems less keen to establish a permanent team of this nature. On the question of investment by GreenWheels, Pioneer conveys its disinterest in the same, though on persuasion the two come to an agreement for an investment amounting to a 10% stake.

10.50: Discussions are taken back to the point of joint management and the technical team, with GreenWheels wanting for the same to continue for future projects as well. Pioneer suggests that it first be tried with respect to Tokyo 2020. While investment has also been renegotiated to 20%, voting rights would in effect stay at 10%. GreenWheels’ motivation to do so lies in the fact that it wants Pioneer to continue with the idea of a joint team post Tokyo 2020 as well. GreenWheels now suggests that Clause 10.7 be amended, and that the notification period be extended from 2 years to an indefinite period. Pioneer agrees to an extension of this period, albeit not for an indefinite period, provided the catalytic convertors are not included in the ambit of the same. GreenWheels seems to find this to be a reasonable proposition, but suggests that a separate warranty clause be decided with regards to the convertors. Pioneer suggests that while they are open to it in principle, the said clause should only be applicable to convertors with a manufacturing defect, determined by their internal team, and the period of notification shall only be 1 year in this regard. It was also clarified that no agreement of this nature shall apply to the repairs being done in the present case. Further clarification on the converters were made, and both the companies agreed that the 1-year period shall be counted from the date when the manufacturing defects were identified. A final acceptance is reached in this regard.

11.00: The negotiation was summarized as both parties seem to be pleased with the terms of the agreement reached out to in the course of the past hour. Pleasantries were exchanged as the round seemed to have ended with both teams in generally high spirits, 5 minutes before the stipulated time of 60 minutes.  

11.05: When asked what their expected outcomes were, the team representing GreenWheels replied stating that they expected discussions on several issues, with the focus not seeming on any one particular issue. Further, they were asked whether, while coming to an agreement, GreenWheels considered the impact on their revenue, and whether they considered any loan option before concluding the discussion, given the fact that it would have been much cheaper to have gone that route instead. Questions regarding fairness and its importance in a negotiation were also discussed.  

11.10: The summary of the session was discussed, with 3 broad points being put forward. The issue of joint management and technical team was brought up, with the judges asking for how long the team would be in existence and how the same would benefit Pioneer. Replies revolved around how the deal would allow Pioneer to release higher dividends to its shareholders, and how this allows Pioneer to maintain its internal corporate autonomy.

 

Room 12 - 506: Team 13 v Team 39

10.16: And we’re off, ladies and gentlemen! GreenWheels mention the issues of having 250 defect cars in their possession and they ask Pioneer Motors for a solution that they are willing to propose. Pioneer mentions that they have certain limitations in their manufacturing section.

10.31: GreenWheels asks for an estimate cost of repairing the defective cars. They suggest and ask them to include a third party to help them out in their reparation section so that the work can be outsourced. Pioneer does not seem as confident of that suggestion as they feel that they know their product better than any other third party. They also mention that the costs per vehicle will go up if a third party is brought in.  They still seem to be on different pages with respect to roping in a third party.

Pioneer disagrees on the aspect of reducing the costs stating the existing terms of the contract. Green Wheels agrees for the extension of time but asks them to reciprocate by giving some reduction in costs.

10.46: Pioneer stays firm on not reducing the costs stating obvious reasons for the same. They mention that they cannot repair the defective cars in the time stated by GreenWheels owing it to the limitation within their company.

They also remind Green Wheels of their contractual obligations to buy 150 cars from Pioneer Motors. GreenWheels responds asking them assurance for no defects in the 150 cars they plan to buy. GW also mentions the importance of including terms of warranty in the contract. Pioneers agree to pay 2000 US dollars for any defect in the vehicles during the time of purchase.

11.01: GreenWheels asks for some surety on Pioneer’s behalf asking them to be certain on the repair mechanisms for any further purchase from GreenWheels by Pioneer. Pioneer asks them for a period of 6 months as a trial period and they promise to take care of any defects arising within that period. They try to reach a consensus for the time period to get the defective ones repaired.

11.11: GreenWheels makes it clear that they do not prefer to buy stakes in Pioneer but mentions about their intention to get involved in a joint venture along with Pioneer. Both the teams take a time-out to deliberate upon this suggestion as the clock ticks on. GreenWheels takes another stand mentioning that they are willing to buy the stakes once the defective cars are taken care of. The parties go through all the issues that they have been able to deliberate on today and try hard to reach a final consensus. They finally seem be to closer to being on the same page after an hour-long negotiation.

11.16: We now move on to the Q&A. First up is GreenWheels. The judges say that the negotiation was very articulate. They mention about GreenWheels’ body language during the negotiation suggesting that it could have been a bit more expressive at the same time appreciating how smooth the rounds were. 

11.25: Next up – Pioneer. The judges ask Pioneer what their strategy was to which the party gives a very elaborate reply. They ask if Pioneer could have been a bit more accommodative of the suggestions made. The party seems to comply with the opinions of the judges. The judges feel that the round was more of a discussion than a negotiation which they say was quite impressive.

 

Room 13 - 514: Team 14 v Team 35

10.13: GreenWheels (GW) and Pioneer Motors (PM) begin the negotiation and express their gratitude at having this opportunity to resolve their differences out of court given their valuable longstanding relationship. PM expresses their sincere wish to maintain friendly relations with GW, while also resolving their differences and improving their business operations. PM begins the substantive part of the negotiation by mentioning that they see themselves as a market leader in the eco-friendly car business, and addresses the elephant in the room – the problem with the catalytic converters.

10.28: GW says their primary interest is to repair the impairments in their fleet as quickly as possible, discussing the supplier agreement, deepening their professional ties, and preventing a fallout of information as a result of the precarious situation. GW expresses their dismay that half their fleet isn’t working because of the problems in the catalytic converters supplied by PM. PM presents GW with a written agenda, and begins negotiating the terms of the repair of the catalytic converters. GW is worried that the timeline PM has given is cutting it too close to the Olympics, and that this can cause some serious damage to their business. They suggest PM consider giving outsourcing the repair work a shot. PM says their current repair team is running at full capacity and so cannot expedite repairs, but offers solutions. PM says that the best they can do is to repair only 125 cars, since theirs is a small facility with only so many resources. However, they propose that they can provide GW with 47 new cars instead of repairing the remaining defective cars by increasing their efficiency and standards of production. GW asks PM why they can’t direct the resources they would have towards manufacturing brand new cars to instead increasing the size of their repair team. PM replies that those two skills aren’t interchangeable, and would prefer to supply GW with 47 new cars.

10.43: PM addresses the question previously raised by GW of having the repairs outsourced. They say outsourcing would increase the overall price, and isn’t something they’re generally in agreement with. GW says directing resources towards production instead of repair might be going out of the frying pan and into the fire, since its implication would be that the repair team would be even smaller in comparison to its production unit in the future. PM says this isn’t intended to be a long-term solution, and was only offered as an instant panacea to help GW gear up for the Olympics. GW puts forth a proposal of instituting a one-time waiver of the exclusivity agreement by which they can purchase catalytic converters from another company called AutoTech, given the very sensitive time frame they’re dealing with. GW asks PM about the previous relationship they have with AutoTech, to which PM replies they have none and do not intend to have a very significant one in the future either. GW says that AutoTech is offering them a price of $5,000 per piece for a replacement, which is lower than what PM’s offering. GW assures PM that they will make sure that their unique design of catalytic converters can be protected by taking them out of the cars before AutoTech replaces them. PM says they are definitely willing to consider letting GW outsource the replacement of the converters. GW expresses their interest in acquiring a stake in PM, which would lead to greater synergy within companies for now and the future.

10.58: GW says they aim to acquire a stake of between 15 -20% in PM. PM welcomes this idea, and asks GW to name a price. PM discloses that Apex Partners is looking to sell their 25% stake in the company, and asks GW to increase the block they’re willing to buy to avoid a drop in their stock prices. PM enquires about GW’s stand on the representation in board member positions they’d like. Both sides discuss the issue of voting power within the board and agree to PM’s proposition of allowing two board positions out of eight to GW.  GW says that while they are in agree with the ratio proposed by PM in principle, future uncertainties make it difficult for them to shake hands on this. Both sides now move on to discussing the terms of the supply agreement. They both seem happy and eager to figuring this out. GW proposes the agreement be more detailed and have more watertight terms. They also say that including a clause that would dilute the rigidity of the agreement to the detriment of the parties, to avoid unfavourable situations in the future like this one, would be a good idea. PM likes the sound of the idea, but says they will need to see the specifics before making things final. GW talks about how they would like to really ramp up investment in the repair department to avoid such a situation in the future. The conversation goes back to the catalytic converters, and GW asks PM to offer a discount in price. PM says that given the fact that their cash flow at the moment is very tight, a discount isn’t feasible.

11.08: GW talks about how instituting this clause would make it easier to convince GW’s board members about the flexibility of future business proceedings and buttress the argument in favour of buying the shares. PM sums up by stating that they are ready to repair 125 cars, to allow GW to breach the exclusivity clause by outsourcing the replacement of 125 cars and to negotiating the terms of the supply agreement. Given that the meeting is ending soon, both sides discuss marketing and publicity. Both sides are happy with the results of the negotiation, and express their immense satisfaction at having reached a mutually beneficial agreement.

11.13: Moving on to the Q&A, we have Pioneer Motors up first. They are questioned about the availability of third party repairs, investment in Pioneer, and life of the catalytic converters. The judges seem to be satisfied with the answers of the team.

11.18: Pioneer is also asked about the supply agreement, its amendment and how it proposes to divide the board between GW and PM.

 

Room 14 - 515: Team 15 v Team 36

10.17: Welcome, folks! Both teams have begun, and seem hopeful of a positive resolution. They recognize the importance of opting for the non-judicial recourse. Pioneer puts forth a demand for a non-disclosure agreement, by emphasising on the importance of confidentiality; discussing the future of this business deal. Pioneer admits that they lack resources to repair 250 cars, and GreenWheels proposes providing the manpower required for the task, who will then be subject to the training expertise of Pioneer.

10.32: Pioneer questions whether GreenWheels require its services for the future. GreenWheels reiterate that a combined workforce would enable a win-win situation for both parties, with higher profit prospects for Pioneer. GreenWheels claim that if the cost of training is borne by Pioneer, they could go ahead with this plan, keeping in mind the current issue of damaged catalytic converters. Pioneer propose on getting foreign assistance to get the 250 cars repaired on time, and GreenWheels agrees to the same! GreenWheels now talk about how the material defects happened in the cars and how Pioneer could help them restore the fleet, with emphasis on the tight schedule for the Olympics. Pioneer claims that the defects are caused by natural wear and tear, due to them running 24/7. GreenWheels questions whether life of the converters is limited to just 3 years, and both parties refer to the Agreement to refer to the question of reasonably repairing 250 cars in 10 working days. Both parties agree in principle to getting a reasonable workforce (if required, on a temporary basis); but Pioneer seems concerned about their intellectual property rights, and GreenWheels assures it of utmost confidentiality.

10.47: The discussion now moves towards the price of the catalytic converters, and GreenWheels demand a reduction in the price of the converters from $8000, because of the huge scale of the breakdown and the flowing affordability issues. They expect Pioneer to allow a discount on some of the cost, since they’d be paying for the workforce too. There is a discussion on the breakdown of the cost especially on the service costs. GreenWheels’ counsel outlines why the discount and the numbers in the workforce would be beneficial for Pioneer, keeping in mind the long-term benefits derived by incurring a big short-term expense here. The argument shifts back to why the defect happened, and GreenWheels wants a longer life for the converters. Pioneer’s counsel points out that the repairs are chargeable once the two-year period elapses as per the agreement. GreenWheels says that there is no timespan that obliges them to buy the 150 cars.

11.02: Pioneers doesn’t mind bearing the cost for cars where a material defect has been proved by a GreenWheels’ expert team. The discussion seems to have been paused, where GreenWheels has asked Pioneer to come up with the exact service cost, for determining the extent to which discount may be allowed. $800 is the established service cost, and Pioneer are willing to allow a total discount of $200,000. Don’t sell at the price which you make is what GreenWheels’ counsel asks for, and demands a raise of discount to $1000/converter. It has been established that recruitment and training charges for the workforce will be borne by GreenWheels. Both these demands from GreenWheels have been agreed to. Consensus has been reached on this important issue! The talk now shifts to the no. of employees to be employed, which has been agreed at 25 – 30. GreenWheels proposes buying either 35 cars with no discount doubling the no. of cars to 70 at a trade discount of 30%. Pioneer put a counter offer of a 10% discount for 70 cars, and admit their inability to offer a discount of $10000/car, with very little scope for flexibility.

11.12: GreenWheels seems adamant on buying 70 cars, this time with a reduced discount of 15%. Pioneer’s counsel inquires of their long-term relation with GreenWheels, with their wish of extending the supply agreement further, and an investment from GreenWheels’ side. GreenWheels expresses its commitment towards the Olympics, with a period of 6 months to cover marketing costs for the Olympics. Both want to continue a relationship in the future, with a few amendments to the Agreement for the future, provided the deal at hand has been reached. And Pioneer agrees! 70 cars to be supplied at 15% discount, and a cost of $7000/new converter. The contract amendments are now discussed. A heated discussion ensues on the fact that Pioneer agree to extend the period for free repairs to 3 years, provided the issue at hand is not of wear and tear. GreenWheels does not agree with the latter, since they want to restrict the same to damages. No conclusion could be reached on the amendments.  The discussion was largely fruitful, with both parties being able to salvage business relations, reaching consensus on fresh supply of cars and discounted converters, with strict confidentiality.

11.15: The Q/A session for Pioneer begins. Pioneer clarifies that their objective behind this negotiation was to further their interests, and to save the business relationship. The deal was made to not affect their financial situation, keeping in mind the exit of their apex partners in 3 months’ time.

11.20: The Q/A for GreenWheels begins. It notes that its urgent priority was of serving as the official taxi sponsor at the Olympics. Its efforts were aimed at saving time, and hence, it agreed to avail of Pioneer’s expertise in the same. It did think of the nuances for the team, but did not bring it up, with its board being not very supportive of any investment other than the Olympics.

 

Room 15 - 517: Team 16 v Team 37

10.10: Greetings, ladies and gentlemen! We are off with an interesting matchup between Team 16 representing GreenWheels (GW) and Team 37 representing Pioneer Motors (PM). GreenWheels apologises for ending the first meeting on a sour note. It expresses that their friendship can go a long way. GW wishes to set an agenda for the negotiation. They want to discuss the instant crisis of repairing the 250 cars and the lucrative business opportunity the Tokyo Olympics offers them.

10.25: PM understands that the Tokyo Olympics is of utmost importance for GW. PM proposes that since the deadline for repairing 250 cars is only 6 weeks they suggest that GW buy new cars from them which are in the warehouse. GW is unsure about the same as purchase of new cars imposes several new legal obligations, new registrations and licenses. Also, their board isn’t too keen on purchasing new cars. They seek to get the cars repaired. They express that since PM is situated in the UK, transportation and custom clearances would be a tedious process.

PM assures them that the cause for the defect is under investigation and hopes that this insufficiency to deliver on their part won’t hinder their long relationship. GW assures them that their friendship is very essential for the growth of both companies, and quips that a car is a machine that is bound is falter, hence this crisis in no way has affected their long and fruitful friendship.

10.40: GW also wants to extend their contract for another year and wants some assurance from PM regarding the same.  GW proposes a solution in the form of investing a lump sum amount to repair the presently damaged 250 cars and for any repairs that might arise in future. They want to inject some capital to help PM’s repair team. PM wants to know the amount GW is planning to invest for this, to which GW says that they are willing to pay $1.5 million dollars for the next 6 weeks and the remaining amount could be used as a capital for any future purchases of catalytic converters. PM expresses their concern to this proposal as it takes $8000 dollars to replace these catalytic converters and this amount would not be sufficient. PM is still willing to help them out of goodwill but they can’t afford to do it in that small an amount.

PM then proposes to provide them with 125 repaired cars within the period of 6 weeks with warranty. GW wants the entire fleet of 250 cars within the deadline. They aren’t willing to risk their opportunity to get the sponsorship of the Tokyo Olympics which will be beneficial to both the companies.

11.05: PM then proposes that presently, 100 new cars are available with them that GW could buy. They can provide these within 6 weeks and the remainder of 50 cars would be provided by them before the commencement of the Olympics. GW expresses its inhibition to this as it will have to convince the board to buy new cars which at this juncture is not a feasible option for them. GW tries to allay PM’s concern of reverse engineering of their technology by suggesting that they could hire a sub-contractor to repair the cars, the sole authority on the sub-contractors would be PM. GW assures them that there would be no interference from it with regard to this. They suggest that 125 cars could be repaired by the in-house team and the rest could be given to the sub-contractor. Initially, PM seemed amenable to this proposal but then they air some concerns as to whether the sub-contractor could be able to deliver before the deadline.

11.15: PM and GW go back and forth on this issue and then PM suggests a proposal of repairing 200 cars and the remaining to sub-delegated to a contractor, for this they quote $ 2.5 million. Also, the further obligation of purchase of 150 cars would be given at a price of $10,000 to paid in staggered payments over the course of the next two years, 50% of the total to be paid at the end of each year. GW is happy with this proposal.

11.25: Both the parties decide to talk about the clauses of the contract regarding the clause wherein GW’s only supplier is PM, they would want to explore other suppliers in other jurisdictions. They agree on dealing with this matter in the next meeting

11.30: We move on to the Q&A for GW. The judges ask them whether they achieved what they had sought to. GW replies in the affirmative. They talk about their strategy and how they could negotiate into getting the cars repaired before the deadline as well securing a discounted price for the purchase of the next 150 cars. They talk about their market and technology.

11.35: The judges ask them whether they could achieve what they had sought to. PM replies that initially it wanted GW to purchase the cars but it understood its position and was happy with the proposition laid out by them. They seek to maintain their friendship with GW and keeping this in mind they were happy to know that they achieved what they had set out to.

 

Room 16 - 518: Team 17 v Team 38

10.15: Good morning, one and all! GreenWheels and Pioneer have arrived at the table with an element of amicability between them. Both teams seem more than eager to resolve their disputes.

10.30: Pioneer questions if there really are 250 cars that need to be repaired and whether it’s really necessary for the catalytic converters to be repaired. GreenWheels asks whether Pioneer was aware of the defects before GreenWheels raised the concern. They assert that the upcoming Tokyo Olympics are of particular concern to them and that the problem with the faulty catalytic converters might turn out to exist on a larger scale across the continent. Pioneer enquires whether the problem really is with the catalytic converters or are there other issues involved like air quality or improper maintenance.

10.45: Pioneer says that it is not possible for them to repair 250 cars in 4 weeks. They agree to doing a safety check and cars with particularly faulty converters will be repaired in 4 weeks on a priority basis, rounding off to about 60 vehicles. GreenWheels says that they have alternative offers from companies who can do the work faster and cheaper, which they might consider. To come to an agreement, GreenWheels proposes alternative conveyance mechanisms which can be put on board like electric cars. Pioneer says that that particular proposal can be put on hold for the time being. They assure GreenWheels of the quality of their work, which they can’t hope to expect from their competitors.

11.00: Pioneer proposes a cost of $8000 for repair, to which GreenWheels responds that they have other offers of $5000 and they will be more than happy to side with them. But they agree that they do want to come to an agreement with Pioneer as they want to save their relationship but the issues of time and cost are a major impediment.  GreenWheels assures that there is no blame game going on but that the situation has gone beyond what the contract stipulates. They say that because of the paucity of time, they are considering sending off the remaining vehicles to a competitor. Pioneer raises the question of quality which prompts GreenWheels to state the emergency of the situation. GreenWheels offers another proposal of delivering 150 vehicles which they are required to provide under the contract. 

11.05: On the issue of cost, GreenWheels proposes to reach a middle ground. Pioneer enquires whether GreenWheels is interested in acquiring a 15-20% stake in the company. GreenWheels responds that they might be willing to consider this but the Olympics are of prime concern to them. GreenWheels puts the option of a discount on the table for the purpose of saving the relationship. Pioneer enquires the cost which their rivals are willing to offer to which GreenWheels answers $5000 by a certain company called Autotech. Pioneer questions its credibility and says that the converters provided by the said company would be of no match to what Pioneer offers. Pioneer agrees to a price of $7000 to which GreenWheels doesn’t affirmatively respond. Pioneer is apprehensive about letting GreenWheels use convertors from other companies as it would be detrimental to their reputation; given the media exposure the Olympics receive.

11.10: Consensus is proving to be difficult to reach as cost and time continue to be the bone of contention between the two parties. Finally, Pioneer agrees to repair the faulty vehicles and provide alternate vehicles within 48 hours. GreenWheels agrees to undertake 20% equity stake in Pioneer, and the remaining vehicle repair to be outsourced to a third party under Pioneer supervision. The round ends with both teams arriving at a consensus, with a good deal of compromises and future considerations coming into the equation. 

11.15: In the Q&A session, the judges question GreenWheels on what they thought was the most important thing they got out of the discussion. They respond that ensuring that the fleet hit the road and their relationship with Pioneer was saved was their major concern.  The judges question whether GreenWheels looks forward to a management role by acquiring the equity stake to which they replied in the affirmative. Pioneer says that retaining GreenWheels as a customer and securing the reputation was a primary concern to them.

 

Room 17 - GH1: Team 19 v Team 40

10.15: Good morning, one and all! We are set to commence, with Team 19 representing GreenWheels and Team 40 representing Pioneer. The judges have arrived and the teams have exchanged customary greetings.

The counsel for Pioneer motors takes the lead and brings up the issue of the catalytic converters. GreenWheels (GW) points to the Olympics coming up and views it as a growth opportunity. Pioneer states that this has been the first complaint from any partner company, to which GW proposes a set of solutions GW has worked out including the cost of the repairs. Both the parties seem to be willing to discuss the solutions about to be proposed by GW.

10.30: Pioneer agrees to discuss the solutions however it points out that it has agreed to repair 125 cars and brings attention to the agreement of GW buying 150 more cars. Pioneer says that the repairing team is very effective and so has to give quality work which is not possible at such a short notice.  However, it says that they are not selling 150 cars to anyone so GW can buy it to serve its immediate concern of the Olympics. GW is not very welcoming to this offer since the cars developed issues very soon then they ask what is the surety that these 150 will not do the same and results in GW losing the commercial opportunity at the Olympics. Three quarters of the engines are of Pioneer and so the catalytic converters not functioning is a serious disadvantage. GW says that continuing agreement will not be beneficial and is “harming the people”.

10.45: Pioneer says that since the people who are complaining about the failing converters are independent and not necessarily company employees and moreover since the client for GW has only heard complaints, such allegation (that the converters are a health hazard) is unfounded. The client for Mr. Harris clarifies that the intention was not to attack. Pioneer asks for some reports stating that “people were harmed to support their allegation against pioneer”. The client for GW says that that they are looking forward to this relationship but they cannot ignore the fact that if the taxis stop on the road it conclusively means problems and loss of reputation for GW. GW states that it is clear commercial risk that the converters will not work again and so rejects the proposal to buy 150 more cars.

11.00: Pioneer asserts that the fact that no company has reached 70% emission reduction is because Pioneer is quality conscious. Pioneer states that they want GW to trust them. GW says that since the cars are already facing an issue what can the grounds for that trust be? GW client proposes that Pioneer sells 150 cars to GW and GW will not make the payment. However, upon “qualified satisfaction” GW can pay them after the Olympics. Pioneer states that they have a low capital and therefore cannot agree. GW moves to the second proposal and asks them to lease the cars for Olympics and GW can buy those after Olympics if satisfied. As a part of this agreement GW will start paying the lease in lieu of the final payment and monitor in these 12 weeks the quality. GW says that since Pioneer does not really know what is wrong with the cars how can they assure that there will be no further problems. Pioneer proposes that the time bar for the agreement should be 2-3 years. GW agrees that precedent says that since this time the problem came after 3 years, the discussed 2 year time bar is too less. It further proposes to completely do away with a time bar.

11.00: Pioneer says if GW buys the 150 cars after 4 years we can see the quality and then it agrees to break the exclusivity contract according to GW’s proposal and come up with a new contractual agreement. GW client says it is contemplating about this proposal and says we must discuss that we must share the burden of the repair costs 50% even though they are sure it is not their fault.

11.10: GW says that we have an issue to solve and protect the contract, not just commercial terms. Pioneer says that it has put forward 8000 repair costs which they claim is lowest in the market. Therefore, the teams being adamant on their demands, fail to reach a consensus!

 

Room 18 - GH2: Team 20 v Team 41

10.15: Both teams, Pioneer Motors and GreenWheels Ltd. have exchanged cursory greetings and are all set to begin with the negotiation rounds. They hope to reach a positive settlement through legal compliance, during the course of the negotiation. GreenWheels has stated confidentiality to be their main agenda during the negotiation round. They affirm their trust in Pioneer Motors and believe that the Rio Olympics will be a profitable opportunity for both of them.

10.30: GreenWheels expresses their concern regarding the repair of engines before the Rio Olympics, to which Pioneer Motor iterates the fact that their repair team is understaffed. The former then asks for 150 cars to be repaired necessarily before the mega event as their will be a great demand for the cars in that duration. Pioneer clearly states that due to time and financial constraints, 35 cars can be repaired within the time duration, and 125 of them would have to be hence outsourced. But simultaneously, express their concern regarding the novelty of the technology which would be open to the market in case outsourcing is done. Will they be able to come to a solution?

10.45: GreenWheels states that being no fault of theirs behind the damage, they would not be comfortable financing the repair of such a large quantum of catalytic convertors. Pioneer clarifies that difficulties in operation always arise, but that must not hinder their relation. They propose that the financing of the repair can be done by the revenue earned from sale of catalytic convertors. GreenWheels states that the lifespan of a catalytic convertor is more than 2 years, and the quality assured has not been met. Pioneer responded by stating that there may be a plethora of issues with the particular set of catalytic convertors which can be solved only when repairs are started.

11.00: GreenWheels asks for an assurance of quality and indemnity (for five years) clause with respect of the new convertors to be fit in the cars, and also state that they might agree to pay a lower price. They further state that Rio Olympics is the short-term goal to be achieved at any cost. Pioneer states that talking about investment options gives them an opportunity to deal with issues beyond the Olympics sponsorship. They further state that financing would lead result them becoming members of the board of directors of Pioneer Motors, hence resolving trust issues. Pioneer also exerts that the amount for the catalytic convertors for the 125 cars which are to be outsourced, have to be provided for by GreenWheels as specified under the contract. The latter proposes an idea of financing the repairs partially in turn asking for a removal of the exclusivity clause. Pioneer responds by stating that this would be negotiable only in purchase situations and not repairs. 

11.10: GreenWheels and Pioneer ultimately agree on the fact that outsourcing cost will be shared, although the agreement is ambiguous. They express their happiness at the fact that some sort of understanding has been reached, and that they look forward to deliberate upon the supply agreement in the next meeting.

11.15: The Q/A session with Team 41, representing Pioneer Motors, dealt with a discussion on the terms of the financial prospective of the case. In response to a question regarding supply agreement, Pioneer responded by stating that time constraints were a serious issue, which would be resolved if outsourcing was done. There was questioning regarding the establishment of the agenda, and the session ended with a valuable feedback.

11.20: Team 2 representing GreenWheels was asked about the emphasis on the proposal of sponsorship to which it responded by saying that the proposal would be beneficial for both the parties. They were also questioned regarding the exclusivity contract, to which they responded by stating that such an idea was keeping in mind future investment options.

 

Room 19 - GH3: 21 v Team 42

10.20: The teams have arrived, and they greet each other warmly. GreenWheels emphasizes on the confidentiality of the meeting. Both the teams agree upon the stakes that are involved in their joint venture. GreenWheels says that there are 250 catalytic converters which are problematic. Both teams agree on addressing these issues immediately. Pioneer cites repair problems with such a huge number of converters. GreenWheels proposes to get 250 of them fixed in 12 weeks, 125 each in 6 weeks when the Olympics start. GreenWheels offers to provide machinery and man power.

10.35: GreenWheels stresses on converting the 250 fossil fuel vehicles into green vehicles. They also propose to buy 150 new cars from Pioneer. This way they say 650 vehicles will be available for the Olympics which is amazing for the joint venture. It shall generate a huge revenue. Pioneer says they are short on manpower. GreenWheels again emphasises on providing funds and manpower. GreenWheels also proposes to have stake of 15-20% in Pioneer. Pioneer discusses the proposal with its counsel. Pioneer proposes for third party intervention into repair works. It also proposes to GreenWheels to buy 25% shares.  Green Wheel cites exclusivity of the venture. They want to brief their CEO about this. Green Wheel accepts the proposal but stresses on non-leakage of the technology. They want that exclusivity in technology and outsourcing in repair be brought into the existing contracts.

10.50: Pioneer discusses the issue with its counsel.  It agrees to the issue. It wants that the GreenWheels buy more vehicles in future so that they could strengthen their repair team.  Pioneer wants all of this to be put as a MoU. Pioneer also proposes for a maintenance lobby to which Green Wheel agrees. The counsel for GreenWheels cites the repair costs of catalytic converters. Since there is outsourcing of repairs so the price should be brought down from $8000 to $6000.  500 catalytic converters, Green Wheel says, will be of tremendous benefit to Pioneer. Discussion is on this proposal now. Pioneer accepts the proposal. GreenWheels enquires about outsourcing in future. Pioneer cites profit issues. It proposes that all the outsourcing cost be borne by GreenWheels.

11.05: GreenWheels agrees to wholly finance the outsourcing fee but wants the cost to be reduced. Pioneer says that the outsourcing fees would depend on the third party. GreenWheels stresses upon wanting 150 cars immediately repaired so that the market image is not diminished. It doesn’t want to lose Olympic sponsorship to other companies in the market. It wants to negotiate on the profit issues of Pioneer.  GreenWheels again emphasises on maintaining secrecy of technology. Otherwise, Pioneer would reduce to a competitor which is a problem. GreenWheels suggests to respect the contract so that there will not be any liability on either of them.  They now move on to shares. 60 million is what Pioneer proposes for 25%. GreenWheels want to know about the equity shares so that they could bargain on the price. GreenWheels reviews the agreement which includes 250 cars repaired, 250 existing cars to be converted into green cars, purchase of 150 new cars, share of 25% and the outsourcing of maintenance clause.

11.15: There is review discussion on the aforementioned issues. Pioneer says that only manpower cannot ensure that all 500 cars will be ready. GreenWheels says that at least 250 cars should be repaired before Olympics. Also, the manpower would be trained according to the wishes of Pioneer. There is agreement on this. They now discuss the cost of catalytic converters. $6000 is what Green Wheel again asks for upon which an agreement is reached. Also, an MoU would be signed about the exclusivity clause. There would be further deliberations on other issues. They agree to arrange a future meeting with lesser friction. An indemnity clause is something they wish to discuss in the future. They thank each other for the meeting and shake hands.

11.20: In Q&A, Pioneer is asked about the 25% shares which they agreed to sell. Pioneer says they wanted the management skills and to further clear their outstanding dues. Upon being asked about the price of catalytic converters, pioneer cites the shortage of time to negotiate. They wanted to sustain a good relation with GreenWheels.

11.27: GreenWheels now sits down for a Q&A with the judges. They are also asked about the shares of 25% where they didn’t talk about rights. They are asked about their negotiation strategy. GreenWheels appreciates the technology exclusivity of Pioneer.

 

PRELIMINARY ROUND 2: THE HAILICOPTER

Room 1 - Meeting Room: Team 19 v Team 29

13.53: Both teams exchange formalities and start the negotiation. There is an agreement to keep all discussed matters confidential. AirCoach provides a proposed agenda for the negotiation wherein they start by exploring interests and concerns regarding the Interline contract and further financing options, then the shareholder agreement and finally, the AHL’s future direction.

13.58: The parties start with discussing on the contract with Interline wherein they have 22 days to raise $125 million.

AirCoach feels equity is a better course because a loan would mean financial burden for their shareholders. HighDrones on the other hand feels that they should have 3rd party funding before they look at equity and also add that though HighDrones doesn’t have liquidated funds as of now, they can offer their intellectual property as collateral or share burden of their loan. With further deliberations both teams agree that equity is a better alternative and that the $125 million will come from AirCoach, since HighDrones cannot mobilise sufficient funds in 22 days. The counsel from HighDrones reiterates that the best way to move forward is to let AirCoach do what it does best, that is, handle the financial and aspects, whereas HighDrones can gear itself towards developing the technology better.

14.13: AirCoach wants a discount of 20% on the shares considering the amount of capital they have invested whereas HighDrones believes this would give out a message that they are devaluing their company and want a premium of 10%. AirCoach proposes a discount of 10% in return for exclusivity of license of HighDrones technology. The discussion on pricing and discounting of shares is put aside and parties begin to discuss the shareholder. HighDrones being the smaller company is concerned about dilution of its powers in decision making. Regarding the shareholder board, they want an equal number of members from both companies whereas AirCoach is looking at 2 extra board members and chairman with veto vote for efficiency and security. They don’t find a two-two divide tenable.

14.28: HighDrones raises the issue of AirCoach’s new contract with Romper of which they were not made aware and are now worried about shielding their company from consumer lawsuits arising out of poor quality product. AirCoach says that they have been assured that the quality will not be compromised and this is profitable decision as Rompers is selling cheaper than Bold Boys. With Bold Boys, AHL would be losing 21 million over a period of 5 years. AirCoach also wants that if either side sells the company, they sell it as a block and essentially restrict the sale of shares to other companies. HighDrones has some apprehensions as they might urgently need capital in a future situation and may have to sell a stake. The parties decide to restrict AirCoach’s competitors from buying up shares of AHL.   

14.43: The parties begin to go back to previously discussed matters. They agree to make an exclusive IP agreement for 10 years instead of 15 and AirCoach agrees to finance the $125 million for the Interline contract through equity. Regarding the agreement with Rompers, AirCoach reassures HighDrones that any liability arising from defects in products would fall on Rompers as they are the suppliers, hence AHL and HighDrones would be shielded.

14.48: In Q&A, the judges ask HighDrones why there was no discussion on financing through a mix of equity and debt? The judges also feel that the team could have driven the point of valuation of their IP stronger as AirCoach is essentially only providing security through the $125 million. Additionally, the judges ask the team whether an indemnity clause would have been better than a guarantee clause for the Rompers contract.

14.53: The judges ask AirCoach why they didn’t push for a greater percentage of power in the shareholder's board which financing $125 million would entitle them to. The team responds that once they got a majority on the shareholders board and the casting vote, the percentage didn't make a lot of difference.

 

Room 2 - 101: Team 2 v Team 32

1.20: And we’re off with the second preliminary round! The teams greet each other warmly. AC puts across the agenda for the day - source of funds for the Interline project, amendments to shareholding agreement, the Romper issue and the expansion of small packages. AC says that it wants to play a bigger role in the venture.

1.35: HD seems to be indignant that AC involved an external shareholder without consulting them, and so has reservations about handing over power to AC. The situation is tense, and both teams seem slightly distrustful of the other.  AHL is willing to let the past slide, provided they insert a liability clause for any such instance that may arise again. AC suggests that the liability be common for both.

1.50: The parties agree that if shareholders are involved, which consequently result in manufacturing defects, the party involving the shareholder will resolve the costs. There seems to be an agreement. AHL wants to discuss funding for the Interline project. AC seems keen to do the funding, and seems averse to approaching external agencies.

2.05: AC tries to convince HD that involving third-party funding would have pernicious ramifications for both parties. AHL is reluctant to hand over major power to AC, and demands that they be given a veto power for design in turn. AC suggests that AHL could have 23 percent of the shares, but this figure is too low for AHL . Both parties seem to want to control the venture. The possibility of a resolution in the next few minutes doesn’t seem to be possible.

2.15: The teams look like they have a lot more to discuss, but unfortunately, the time is up. AC cursorily runs through all the points discussed. Although both teams were inflexible on most of their stands, they at least agreed on provision for liability as well as transfer restrictions.

2.25: Moving on to Q&A, the judges are inquisitive as to why AHL did not accommodate AC's desire to fund. AHL clarifies that past instances have enkindled fear that the other party might be exploitative if they were to control most of the venture. AC concedes that a lot of issues couldn't be analysed due to paucity of time.

 

Room 3 - 102: Team 16 v Team 21

13.25: Greetings everyone! Welcome to an interesting round of negotiations which is developing here before us, as the parties greet each other and sit down to resolve their issues. They begin by setting an agenda for the meeting, wherein the main issue seems to be that of Interline and securing finances. AirCoach expresses that their main concern is regarding the high interest rates, which they are not willing to pay.

13.40: As the round moves forward, the parties discuss the investment issue. HighDrones has cleared its stand that they would like to remain 50-50 partners in AHL. A higher investment by AirCoach would give them a higher stake in their venture, which High Drones does not want. High Drones expresses that they have certain apprehensions regarding the issue of Bold Boys engines. They are sceptical as they weren’t kept in the loop when AirCoach went with the Romper engines. AirCoach extends its apologies and assures them that this shall not happen henceforth. High Drones proposes that they should take a loan of 125 million to fund their venture. This loan would be taken at the prevailing interest rates, and High Drone agreed to pay the excess amount. But AirCoach is reluctant in accepting this proposal and leaning towards the option of equity financing. High Drones is not okay with that, as they don’t want to give up equity after 3 years of hard work and especially at the stage of production. The discussion is getting intense. Let’s see what lies ahead!

13.55: HighDrones asks AirCoach if there is a way that they can acquire the stake for now, and once they get the Interline order, High Drones can buy their stake back. It seems like High Drones does not want to lose control in AHL. AirCoach wants a higher stake in the company in lieu of their investment of $125 million. They are looking for a 75% stake, but HighDrones is not ready to accept that. They propose that they raise only a share of the amount by equity financing which would raise AirCoach’s share by 14%-15%. At this point, HighDrones clearly expresses that they do not want a minority share in the company. AirCoach has its own concerns with respect to the IP rights. They are worried that third parties are developing a similar software and, if true, that would put them in a position of jeopardy. The parties seem to have hit a stalemate. Will they be able to resolve it?

14.10: HighDrones clarifies that they have no intention to license the product to any third party. They express their gratitude to AirCoach and tell them how valuable a partner they have been. The parties then discuss the non-compete clause. They reach an agreement to have a non-compete, only in the commercial aviation industry. AirCoach proposes that they can grant HighDrones a pre-emptive right to buy the shares, if/when they decide to sell it. HighDrones suggests that AirCoach could acquire a 70% stake for $100 Million, and HighDrones would get certain drag-along rights which can be used after a period of 2 years. The parties reinforce that they would have a non-compete for the commercial aviation sector. But this time AirCoach puts forth a suggestion to include the defence sector as well. HighDrones seems reluctant as the defence sector is 3 times larger than the commercial aviation sector.

14.20: The parties now take up the question of space-mining. HighDrones expresses its passion towards the project. AirCoach asks about the financing, to which HighDrones replies that it would not require much investment as it is on the R&D stage. However, AirCoach is of the view that space-mining is more of an idea than a concrete proposal. On this issue, the parties fail to reach a conclusion. With the time running out, they try to summarise the meeting. High Drones is willing to give them a stake of 65%-70% in exchange of a change in the shareholders’ agreement, so that in matters of less than $10 million, AirCoach would have full autonomy. But in matters of more than $10 million, AirCoach and High Drones would have an equal say. They are willing to negotiate the $10 million cap. AirCoach is pushing to get one more director on the board, with the cap being $8 million. The parties finally agree on a cap of $7 million with AirCoach getting one more director on the board. They would go ahead with the Interline order. The parties could not reach any consensus on the issue of High Drones getting certain drag-along rights. They agree to meet at a later point of time to resolve that.

14.25: In Q&A, the judges ask AirCoach as to why they initially wanted a 75% stake, when they could have settled for a majority stake of 55% as well. They then ask about AIrCoach’s stand on the auto-piloting issue to which they raised their concern regarding IP rights. The judges also raise the issue of Romper as they felt that it should have been brought up.

14.35: The judges ask HighDrones as to why they agreed to let AirCoach get another director on the board. The party informs the judge that Pratt & Martin have agreed to acquire them at a later point of time. Therefore,  they got the drag-along rights with a lock-in period of 2 years, which works in their favour. They also say that they are losing faith in AirCoach and believe that Pratt & Martin would be a better partner.

 

Room 4 - 103: Team 7 v Team 21

1.25: Welcome, ladies and gentlemen! In this round, we have team 7 representing HighDrones and Team 21 representing AirCoach. Both parties have greeted each other and the negotiations start with high spirits and with a ray of hope to come midway and resolve the issue. Let us see where this meeting leads.

1.40: HighDrones takes up the initiative and lays down the order in which they want to settle out issues. The main issue is of shareholding and changes in AHL’s structure. The other issues involve space mining and advanced technology of HD which they settle for discussing in the next meeting. Coming to the issue of shareholding, AC have urged for equal representation. Will HD accept the proposal or offer a counter?

1.55: With the point of equal representation, the negotiation from the side of AC went to 65-35% model in their favour, which wasn’t accepted by the HD. To counter it, the latter has offered a 55-45% model, with AC having a greater say in the shares. With this point, AC adds on an interesting offer of creating an external committee comprising of members of both the companies so as to settle any future disputes between the two firms. This seems like a viable solution, but is it viable enough to be accepted?

2.10: The negotiations are further headed with AC accepting the 55-45% partnership model with terms and conditions. Also, the offer of an external committee is discussed greatly and the parties are trying to come to an agreement. During the course of discussion, AC suggested having a technical member to be part of the Board representing HD, having a veto power on taking decisions related to technology and other software related issues. Further, it was contended that a mutual account should be opened having contributions from both the parties, in case of any future emergency. We are now heading towards the end of this round.

2.20: The parties have arrived at conclusions relating to certain points and have left several points to be considered in the next meeting. To conclude the meeting, the parties agreed to 55-45% offer with AC having a majority.  Also, the external committee offer was accepted by both the parties with equal representation.

2.30: In Q&A, Team 21 goes first. The judges ask the team about their stand in the negotiation and what they got after the agreement. Was there any benefit to them, to which the team seemed confident of having gained something? There are some follow up question to which the team replies. Team 7 is next, and certain concrete answers are given by them on being questioned.

 

Room 5 - 104: Team 1 v Team 36

13.27: The teams shake hands and introduce themselves to each other warmly. The major points pertaining to the negotiation, on which the negotiation subsequently hinged, are delineated in some detail. Both sides express eagerness to resolve and concede to a mutually beneficial outcome.

13.42: AirCoach, hereinafter onwards referred to as AC, puts the linked issues of investment and investment ratio on the table. Quantitatively, the discussion moves to the exact amount to be invested by AC. High Drones’ (hereinafter HD) perspective is that they do not have sufficient funds and want to get an additional loan from HSBC as opposed to AC investing in order to safe-guard voting rights and company control. HD explains their position with regards to the funds to be generated for the proposed venture. Both teams excuse themselves from the negotiation and discuss among themselves for a while. AC talks of an underutilized loan which could be utilized prior to availing a new loan. HD also addresses the issue of the underutilized loan but observed that more capital would be required.

13.57: The question of valuation is then put forth on the table. AC talks about valuation, and because of their inputs, it would be justified to ask for a higher share. AC also expresses how putting in greater money would also mean risking more. HD speaks about the board of control rules and how some relevance might be attached to them. HD also asks AC to invest a considerable amount of money. The teams then excuse themselves to talk amongst themselves. Dennis West, of AC, expresses his desire to get a valuation of eighty five percent of the joint venture. HD speaks of the matters reserved for the shareholders, i.e., shareholding, name and the IP agreement and addresses various potential issues of contention.

14.12: The teams speak among themselves and we see the negotiation progressing faster. HD talks about an invention lump-sum of 50 million dollars. AC says that because their joint venture has been expanding, more investment would be needed. HD expresses their immense belief in the future of state mining, which would probably take an investment of 2 billion dollars, an investment that AC does not have resources enough to make. HD expresses concerns about reverse engineering if details were disclosed.

In answer to questions of investment and company control posed by AC, HD showed some agreement with AC over the tentative sum but asked why a precise sum of hundred million would be required.

14.17: HD moots their point of equal voting round while the parties came closer to a final settlement. AC reiterates their commitment to the endeavour but as regards the question of call option as mooted by HD, AC requests that they get some kind of benefit out of their investment and the period of five years be fixed as the ‘no call-back’ period.

14.22: On this there was discussion regarding nuances of call-back. The teams converse amongst themselves for a while. The teams negotiated about the investment ratio, HD proposes a 65-35 ratio, to which AC places a counter offer of 70-30. HD in response proposes for a 65 percent ratio for ten years, which might be changed subsequently with regard to the mutual consent of the parties. The teams have now agreed on this issue of crucial relevance.

Third party interference was again discussed and AC expresses its desire to strengthen HD’s IP as strongly as possible to prevent all sorts of threats to the novel software produced by HD.

Thus a consensus was reached on the investment ration while company control was fixed at 50-50.

14.27: In Q&A, AC was asked whether they were able to achieve what they sought – they managed to get the Interline contract, and voting rights were kept at 50-50. They also made changes to the SHA, and plan to be have projects with Boeing. Also, AC had thought it to be best to make the entire investment on their own.

14.32: HD is asked what their overall impression - happy on the overall decision- making. They couldn’t figure out the shareholding initially. HD has a very strong point as regards the breach, and they did pursue it, but due to paucity of time, they couldn’t pursue it to the end.

 

Room 6 - 105: Team 6 v Team 28

13.25: Good afternoon folks. Team 6 is representing AirCoach plc (AC) and team 28 is representing HighDrones Inc. (HD). The teams exchange greetings and negotiation has begun! The teams start with discussion of their concerns and the situation they find themselves in.

13.40: The teams start with prioritizing the issues that need to be resolved. HighDrones is reluctant to sell the shares at a 20% discount as it would hurt the interests of the present shareholders and would send out a negative message to market about the company’s performance. AirCoach asks for a justification as to why HD seeks 10% premium on shares. AC holds on to their 20% discount proposal as the company feels that HD already has received a lot from AC and any further investment should benefit AC.

13.55: HD reminds AC that they have as much stake in AHL as AC. They have their insecurities about any further investment as it will lead to a substantial loss in control and management of AHL. HD reiterates the importance of the deal. They are also considering options of raising some amount of debt from the market, a calculated risk. AC proposes a call option for raising more equity to which HD is amenable. The specifics of the call will be decided later.  The question regarding Bold Boys and Romper is raised by HD. AC still wants to hold on to the transfer of shares issue. Time is running out! Some key issues still not discussed.

14.10: HD says that the Interline project will increase the valuation of the company and hence HD would also want to be a part of the profit. After thorough calculations, AC proposes to buy 25% more stake in AHL raising their current share to 75%. They prefer to do this through purchase of preference shares. This is in accordance with the $125 million investment in AHL. HD now opening a bit to the investment but wants to offer only 9% of the stake taking AC’s stake to 59%. They do not agree to the evaluation done AC. No consensus on this issue as of now.

14.20: Both teams quickly abandon the transfer of shares issue and moving on to the modification issue. 3 minutes to go!

AC guarantees HD that they will not face any problems with the engines manufactured by Romper. HD takes their word and agrees to this proposal. Time is up! The IP issue was not raised at all. The future prospects of AHL were also left out of the discussion.

Sorry folks, we don’t have a full consensus on the problem today!

14.25: The judges congratulate the teams on their efforts. A few key issues were not raised or discussed in detail. The judges seek the teams’ plans about the other issues. The judges also ask the teams for solutions for hypothetical situations that may arise due to the ambiguity in the final result. The teams provide their viewpoints on the issues. The judges are satisfied with the justifications. The tactics of cleverly evading certain issues are also appreciated.

 

Room 7 - 201: Team 3 v Team 20

13.28: Hoping that the negotiations move in a peaceful manner, the teams begin with the introduction initiated by HighDrones. The parties began by briefing the points to each other upon which AirCoach and HighDrones needed negotiations. HighDrones wanted to negotiate about how they can maintain transparency. Shares in the equity of company was the first issue to be taken up. The decision reached was that this aspect will be looked into. What were the reasons behind proposing space-mining? HighDrones said that this new upcoming technology is not easy to replicate and will make the product safer. AirCoach seemed concerned with funding of the project of space-mining. HighDrones admit that there is investment risk but the same has to continue.

13.43: There seems to be an agreement regarding a contract to be framed by HighDrones and assisted by AirCoach which contained the issue of security against replication. They also negotiate upon matters related to finance. AC was well aware of the financial conditions of HD. HD now proposes the shares to be sold at 10% premium. It’s followed by a pep talk among the clients and the counsels. There is a prolonged discussion containing all the possible and feasible combinations of shares and debentures to be issued and their pros and cons thereof. AC wants to have a share of 75% to which HD seems reluctant. The talks go on smoothly with AC appreciating the presence of HD in AHL.

13.58: HD wants to consult the software engineers with respect to matters of expertise like that of engine specification. Both the parties concede. They also agree upon adding a point with respect to share transfer in the agreement. With a touch of confusion in the air, the parties discuss what is called the put and call option. The next concern is the addition of two more directors to the board of directors of AHL for better involvement of AC in its matters. AC also wants to include a point mentioning a specific quorum in the meeting of board of directors so that decisions are taken with authority and care. The seemingly diverging parties meet at a point that the quorum should be made of 4 members. The negotiations are flowing incessantly, but the question is will that stay?

14.13: The parties also agree upon pursuing autopiloting for now and discussing the matter of space mining in future. AC’s concern was to make the IP agreement more robust. There have been rumours regarding leak of technology by HD among competitors like Rompers. AC finally agreed to offer 15 million over 5 years and expertise to the teams of HD for their work. The responsibility that when a third party commits a mistake the onus will be shared, is also discussed. HD raises concerns that AC did not inform them before changing the suppliers for the engines. AC apologizes and the negotiation goes forward on friendly terms. There appears to be solutions burgeoning!

14.23: AC agrees that from now on HD will be informed regarding all the major changes including the hardware design. HD agrees offer discretion regarding financial matters but not as a whole. They want there to be a bar on it. Finally, the parties agree upon the condition that permissions will be sought for any work that includes matters beyond $30 million. Without having any further concerns and everything having sorted, there was elation between the parties.

14.25: In the Q&A, AC is asked if they were familiar with all the terms being used in the question. The team says that they were prepared and found out about the terms beforehand. To the question as to what was their strategy, they answer that they were hoping to get as much control as possible. Software was the most important concern. They also hoped to be a part of decision making in the AHL.

14.35: HD is asked the strategy they had in mind while they were negotiating. HD wanted full control over the commercial matters. They were also questioned as to why they wanted a premium that was so high to which they reply by stating that if in future they ever wanted to go for the IPO, they’ll be in a better position. They also planned to get a share of 75% in the company and veto for commercial aspects.

 

Room 8 - 202: Team 27 v Team 17

13.35: Both the parties start by introducing themselves. High Drones shows its concern about AirCoach entering into a contract with Romper GmbH for its aircraft. AirCoach assures that it is not in relation to the Hailicopter. High Drones is concerned about lack of funds with them. AirCoach suggests that they have people willing to invest in their company which could be used for funding in AHL.

13.50: AirCoach suggests that since they are providing funds for AHL they should be given a higher share of profit which could be negotiated. They also propose that the chairperson of AHL should get a casting vote with certain restrictions. High Drones agrees to give 59% of profit to AirCoach. AirCoach agrees to provide a fund of $125 million to High Drones with the condition that they would receive 70% of the profit.

14.05: HighDrones are of the opinion that they do not want to sell their technology as they want to establish themselves in the industry. AirCoach suggest that they would prefer shareholder financing rather than third party financing. Both the parties agree to this and 15% extra profit for AC.

14.20: HD suggests that they should be indemnified in case of any failure to adhere to the contract to which AC agrees. The next issue raised was that of auto piloting. AC proposes AHL to enter into a partnership with Airbus to avoid any risk of air crashes. HD refuses this proposal and instead suggests that AHL should invest in space mining which is a very innovative approach.

14.30: AC believes that there is a lot of risk involved in this proposition and there should be a proof of concept before trying this technology. HD replies to this by saying that they require a time of one year to experiment their proposal. The parties sum up the negotiation by reviewing the points agreed upon. The parties decide to table the negotiation for another time.

14.35: Time for the Q&A round. First up is HD. They believe that they were able to make their points clear during the negotiation. The jury believes the 10% profit was a good enough gift and it should not have increased higher. They were of the opinion that HD should have been more demanding and not so complying during the negotiation.

14.40: Next we have AC. The jury asks whether they could achieve what they aimed for. AC replies by saying that they have achieved mostly if not entirely during the negotiation. The jury is of the opinion that they should have been more precise and clearer on their proposal and that they shouldn’t have agreed on letting go of the 9% in case of a breach. AC replies by saying that they wanted to retain the good faith of HD as they had already breached the contract.

 

Room 9 - 203: Team 25 v Team 10

13.25: The round starts off with the teams agreeing to a confidentiality agreement which both seem to be pleased with. The Interline opportunity is brought up as both the parties discuss to how to capitalize on the same, with differing views being presented by both sides ending with what seemed like a consensus on the fact that the strategy to close the deal is grounded in the capacity of AHL to develop a prototype with such modifications as were required by Interline.

13.40: AirCoach proposes to provide the security for the development of the prototype required by interline on the condition that the underlying technology developed shall be sold to no third party. High Drones Inc. suggests that Interline should be the one funding it, given the lack of a contract between them at the moment, because otherwise AHL stands at the risk of losing all of the sunk costs they put into making the changes in the prototype in case Interline is not satisfied with the same, further High Drones states its unease at the regulatory disclosures required to be made in case AirCoach goes ahead with the investment it is requesting to be made.  AirCoach however, remains unconvinced.

13.55: HighDrones, on being asked as to what can be done to break the deadlock, suggest that AirCoach infuse funds into AHL not as equity, but as debt. AirCoach requests some time to get back to HighDrones on this. Following this, HighDrones brings up the issue of Romper, on which AirCoach tries to explain that they believe that Romper has better quality engines than Bad Boys, or for that matter of fact, any other engine in the market. High Drones says their main concern is the fact that AirCoach kept them in the dark with respect to their dealings with Romper. AirCoach has, to assuage those concerns, agreed to give High Drones veto rights over the software of the Hallicopter. The issue regarding the sharing of the auto-piloting aspect of the Hallicopter software with Airbus and Boeing then came up, with AirCoach swearing by its profitability but High Drones shoots back with the risks surrounding the possibility of reverse engineering by these companies, developing a software competing directly with the Hallicopter, sharing a statement by the CEO of Boeing to back their concerns. Differences between the two teams seem significant on this point.  

14.10: AirCoach once again requests HighDrones to break the deadlock by suggesting a solution - this time on a revenue generation model. HighDrones suggests space mining, earlier called preposterous by AirCoach, as a mode of revenue generation. On being asked as to what would AHL’s role be in that regard HighDrones clarified that only the software would be provided to companies so interested in the same, for which they have already received offers which they cannot share because of their confidential nature. AirCoach raises the same point about reverse engineering that was raised by High Drones earlier, to which the latter clarified that since the industries are completely different and no company in the space mining industry has declared any interest in developing a software similar to the Hailicopter, the two cannot be directly compared. AirCoach remains unconcerned and asks for further elaboration, to which High Drones suggests the setting up of a joint venture with companies in the Space Mining industry so that they do not have to shoulder the burden of testing, to which AirCoach raises a query as to how would that be ensured, given that it would technically be the same legal entity. The disagreements between the two remain as neither is convinced by the other’s ideas.

14.20: Realizing the fact that no agreement is likely to arise with respect to the revenue generation aspect, with both parties agreeing to further study each other’s proposals, the parties summarize as to what they have agreed upon, which is on the fact that both now agree that Interline should be the one funding the changes in the prototype and that AirDrones shall be shouldering any liability arising out of manufacturing defects relating to the potential deal with Interline. Satisfied that at least some resolution has come about in this negotiation meeting after some intense discussion and disagreements, the parties end the negotiation 8 minutes before the stipulated time.

14.25: Questions posed to HighDrones revolve around the fact that why would Interline want to fund a proposal, because it was only that. Judges suggested the possibility that they have furthered similar proposals to other entities, to which the representatives of High Drones state that since AHL is the sole company involved with the development of such a technology, this possibility was negated. Judges maintained that since the project was still at a preliminary stage, it would be unlikely for any company in the position of Interline to fund the deal.

14.30: The judges’ discussion with the team revolved around the fact that AirCoach was unable to strike out any deal which would allow them control over AHL, which was supposed to be their primary objective through this negotiation, which the representatives of the same agreed with, stating that their arguments and strategies to achieve the same was contingent on getting approval with respect to the Interline deal, which did not happen. Questions regarding the funding structure were also asked by the judge, and certain points were suggested to the representatives which could have strengthened their case.

 

Room 10 - 204: Team 15 v Team 41

1.26: Welcome to an exciting round of negotiation! Both parties start on a positive note. They very keenly listen to what each of them has to say. They start off by getting straight to the problems and talks about the funding issue faced by AHL.

1.41: AirCoach seems not so confident about third party funding. They express their intention to get a significant share holding in the company which they value at fifty percent of the company’s shares. HighDrones talks about their interest to continue with the Joint Venture and express their intent not to sell off their shares. AirCoach talks about the losses they might incur if the joint venture fails.

HighDrones pushes for hird part funding to which AirCoach seems not to yield to. HighDrones stresses on the importance of maintaining this partnership keeping in mind the enormous deal they had secured from Interline. 

1.56: AirCoach is ready to invest for AHL but they say that they need to show the progress of the venture to generate more funds from the shareholders. HighDrones suggests that the venture takes a loan. AirCoach says that loan can also be secured as long as HighDrones stand as the guarantor. The parties take a short time-off as they discuss between themselves on how to further proceed as the clock ticks on.

HighDrones expresses their unwillingness not to give up on the equal shares concept.

2.11: AirCoach agrees to propose a new plan to which HighDrones. They propose an idea of having a board control of AHL giving voting rights in favour of the AC members on the board. The parties now take another time-out, but this time, it is a short one.

HighDrones express their concerns of having knowledge that the quality of the engines has not been maintained as mentioned in the contract. HD says that the way they were treated in this venture has not been desirable.

2.21: HD says that the equity that AC is asking for is not in accord with the investment that they are willing to make at present. They stress on their intent to get a more equal footing on the matters relating to the funding of the company.

Both the parties seem not to be on the same page yet but HD and AC are trying their best to convey their respective ideas to each other. HD stresses on the future that AHL will have if both the parties are able to be on the same page at present.

2.26: The judges say that both the teams were rigid and say that it would have been appreciable if they were a lot more flexible in their reception of ideas. The judges makes suggestions to the teams telling them how they could have gone about the situation as an alternative to the plans to which both the teams could not reach a consensus at.

 

Room 11 - 205: Team 14 v Team 23

13.27: Both HighDrones (HD) and AirCoach (AC) cordially introduce themselves to each other, and the negotiation is officially underway! Both sides say they would like to address the issue of funding for the Interline deal, suggesting amendments for the Shareholder’s Agreement and discussing whether to go ahead by branching into autopilot planes as opposed to exploring the avenues of space mining. HD starts off by addressing the elephant in the room – the issue that AC contracted engines from Romper instead of Bold Bouy. AC defends their position by clarifying what happened – that they had to make this very last-minute switch and did not have time to inform HD of the same. They assure HD that the engine specifics are the exact same. AC says they managed to save 21 million dollars by the switch. HD express their deep disappointment over not being kept in the loop, and insist on product clarity and being informed about such things in the future

13.42: AC tells HD that the massive savings they availed would be invested into their joint company AHL. AC also say they will claim full liability in case of any damages that may arise as a result of the switch. They now want to focus the discussion on the Interline deal and securing its funding. HD agrees, and believes it has the potential to revolutionise air travel forever. As to where the $125,000,000 required for funding will come from, AC stands firmly against external funding. They believe it would be frivolous to take in more capital when they are independently of the capacity to provide the money themselves. The high interest rates the banks would charge simply cannot be accommodated given the fact that the company is still in development stages. HD opposes this strongly, since they feel that this move would strip them of their voting rights and otherwise autonomy within the company completely. AC says that when an additional partner joins a company, it’s creative aspect is hindered because more people are brought on board and more ideas have to be incorporated. It also cuts into the company’s profits.

13.57: AC, however, rebuts that claim and expresses their strong doubt as to whether getting an additional member on board for a loan really would stifle the creative process. The bank in question, HSBC, would not be direct partners. They would not essentially have a say in the inside workings of the company. Ac also expresses their worry that reducing their share in the business would leave them with no incentive to continue the IP partnership. AC proposes a 60/40 shareholding deal. HD is startled by the figures because the factor regarding control is affected. HD then asks AC whether they really believe cheap funding really is a problem, given that banks will try to decrease interest rates in Britain in light of Brrexit.  AC calls this speculative. They say AHL needs the money in the here and now. They already took a loan of $150,000,000, and taking another one without having the funds to repay makes no sense. HD says that it is very important to them to keep information private. The moment AC were to invest so much money, it becomes public knowledge. HD asks AC  what the base minimum is of the stakes they are willing to part with. HD says that they’re willing to settle on 65% at the minimum.

14.12: HD says that if they were to agree on letting AC invest all the money, they would like a tag along right and a call option on shares and that shareholder reserve matters that are extremely important to them. AC says they can’t relent on giving HD the call option on shares because they’re making this massive investment immediately. HD worries that AC acquiring a major stake in AHL could possibly lead to misusing their IP rights. The absence of the call option on shares and other protections for minority shareholders, the climate becomes too dangerous. AC stands firm on their initial refusal, but does agree in granting right of first refusal to HD. They eventually do bend a little, and offer HD the call option on shares at a 15% premium. AC then asserts their position by telling HD that they have a lot to thank them for – they gave them recognition in an industry known to be especially cold to newcomers, to which HD replies that they are carving a niche for themselves by their own merit as well. AC offers HD  the right to nominate 4 out of 11 board in an attempt to promote their agenda. AC then goes on to express their concern over the fact that HD shared information relating to AHL’s products with their competitors, and ask for an IP agreement to prevent this from happening in the future. HD tells AC that they fear licensing inofrmation to Boeing and Airbus since it could be severely damaging to their IP rights since they could reverse engineer this. HD says that if they agree to enter into agreement not to share IP, it majorly constricts their business growth

14.22: In conclusion, both sides discuss the issue of expanding into auto pilot planes v/s space mining. HD presents space mining as a great opportunity and AC says they are open to the idea. HD says there are companies like SpaceX that are eager to fund the idea in the immediate future, which could lead to a tie up. They ask AC to seriously consider their proposal. AC says that while companies like SpaceX, with extremely large resources, can afford to take a chance on a start up, they cannot since they aren’t even sure of its profitability. The negotiation comes to a climax after this, with both parties more or less satisfied with the way things turned out for them.

 

Room 12 - 506: Team 9 v Team 38

13.28: Here we go, folks! Both parties exchange pleasantries. They recognise the success that their joint venture, AC Hailicopter Ltd (AHL), has achieved over the years. AirCoach plc (AC) compare the joint venture (JV) to a ‘baby’, and want to arrive at a solution agreeable to both parties. HighDrones (HD) reiterate that any policy decision taken by AC with regard to the future of AHL, must take AC into confidence. They outline the issues to be discussed – the Interline project, the shareholders’ agreement with emphasis on Intellectual Property, and the future.

13.43: HD wish to go for third party funding, to not dilute its control over the AHL, considering the option of a loan from HSBC. AC point out external factors like high interest rates, which could pose huge risks, and AC’s counsel wishes to clarify whether HD is open to that option (to which AC’s counsel asserted in the negative). The two parties consider alternatives, including contributions from both AC and HD. HD emphatically say that ‘they’re just a bunch of engineers’, and reiterate lack of internal funding. HD’s counsel explores diversification as an option, with an equitable breakup between third party funding and AC’s funding in the form of debt/loans/shareholding. HD clarify that the loans will be taken in the name of AHL, to not unnecessarily pressurize AC with the burden of the loan, being its securers. HD is particularly concerned with AC’s dealings with Romper, and want control on the JV, being suppliers of the technology. AC claim that they’re in a position to fund the $125 million for Interline by themselves, provided a justification for the same is offered.

13.58: AC’s counsel ‘mathematically’ demonstrates the total funding of $165 million (excluding the working capital of $100 million), thereby showing how AC would have an 87.9% stake over the JV. HD demand the issue of shares at a premium, thereby retaining more control over the JV; its CFO explaining how control could be retained with the premium issue. Even using the working capital loan is being explored to fund the Interline project, which would give sure-shot returns. HD expresses its inability to put in funds, although AC’s counsel urges for usage of legal tools that could resolve the issue at hand, with a number between 65 – 80% to be agreed. AC make it clear that their Board of Directors opposes using the working capital loan for these purposes.

14.13: AC’s counsel discusses several measures to prevent dilution of control – future restrictions on transfer of shares, drag along and tag along rights and ensuring utmost confidentiality of technical information through non-solicit provisions to protect Intellectual Property Rights. HD’s CFO asks if it could retain control over appointment of the Chairman, and his counsel is open to considering most of the measures proposed by the opposite counsel. Control and finance seem to be the keywords, after AC’s CFO suggesting retention of the IP Agreement, and giving AHL the first priority on the technological developments and patenting, not HD. HD’s counsel clarifies that the first technology used was in the name of HD, and expects reasonably to control power over the IPR.    

14.23: AC’s CFO suggests putting in more money with more control (67% control with 85% funding), with benefits being shared by all. To this, HD demand a veto on decisions with regard to software and the earlier-mentioned power to appoint AHL’s chairman. HD’s counsel concedes that they would be comfortable with AC retaining more control, the impact of which was cushioned by the security granted by the measures suggested by AC’s CFO. AC’s counsel points out his concerns with the veto and emphasises on the need of consensus, which now seems to be conceded by HD. He also states that the Romper deal was one in good faith, and talks about time-specifications for supply of engines to them, to conclude that this was a commercial decision and justified under the agreement. HD demands using $75 million from the working capital loan, the right of first refusal, rights over appointment of the Chairman and $50 million through AC funding. The retention of rights to patent is also being discussed. The discussion for work packages would be discussed in future meetings. While both parties are glad over having a clear plan for the future, both teams conclude with handshakes and the satisfaction of having salvaged an important business relationship.

14.35: The Q/A session begins for AirCoach plc. Their main concern was to ensure no unnecessary hostility over the Romper deal. They did not wish to mention the extent of their savings from the deal and reasonably assumed good quality. To recognise the idea of higher Board seats with a commitment for higher equity shareholding is plausible for future dealings with HD. Their dealings here ensure that they have a better position to deal with in the future.

14.42: Q/A begins for High Drones. They feel that they were put at a backfoot initially, with their bargaining power limited to providing technology. They did not want to put the future of the JV at stake, and amicably resolve issues at hand. Their concerns with regard to control and finance were well addressed. The change in the shareholding served their long-term interests, with the retention of IP rights, with concessions made here and there.

 

Room 13 - 514: Team 12 v Team 30

1.35: The teams exchange pleasantries and show their eagerness for this discussion. AirCoach and HighDrones agree that they have a tendency for strong networking. AC starts off by saying that since they had more contribution to Hailicopter, they had more inclination to close the contract. They wanted to minimize costs, and manage them wisely. In short, they wanted to negotiate decision making power, a timely resolution, and financial interests, among other topics. HD's briefing consisted of them being happy that they had reached the final stage of development. They appreciated and acknowledged the support of AC, and they put forth their own topics for discussion, some being the shareholder agreement, and new steps in the merger to make it an even bigger success.

1.50: AC says that excellent quality can be provided for 21 million over 5 years. They also state the benefits of using Romper engines as an opportunity for AHL. HD argued, however, that they hadn't actually agreed to use Romper. AC wanted a mutual agreement to go ahead with Romper engines. They proposed to commence this from 1st November, and HD agreed to this. About the SHA, AC wanted to discuss it not in its entirety, but only parts of it. HD proposed that for the bank loan, they could loan it to HSBC bank. AC was hesitant about this, but they were interested in paying, as long as the SHA would reflect that. They also wanted to increase the shareholders' interest to 75.1%. AC wanted to discuss about employees, and various restrictions, particularly confidentiality clauses.

2.05: HD was apprehensive about putting their technology completely into the Joint Venture. They wished to give their technology after some guarantee, stating their small size as a reason for their reluctance. AC assured them that their technology would be in safe hands. After clearing this up, they moved onto other considerations. AC stated their want for majority of the shares of the company, i.e 75.1%, to help clear the deadlocks in the deal. HD, however, wanted more part in the deal. They wanted voting and veto rights as well. AC did not want to lose the relationship with HD, from a technical point of view, but from management point of view, they did not want to part with their veto rights.

2.20: They moved on to various policies, namely tag along, drag along and pre-emptive policies. AC explained the aforementioned policies, along with a request to purchase each other’s' shares, so that there would not be any leak of information, thus preventing breach of confidentiality.

2.30: HD was sceptical about AC's willingness to give the technology to Airbus and Boeing and not to other competitors. AC countered this, saying that they considered those two companies not as competitors, rather as potential clients. The teams decided to wrap up the discussion by giving a summary of their takeaways from the discussion, and plans for further negotiation.

2.35: In the Q&A for Team 30, the judges asked the team how they had structured the arguments, what they took away from the negotiation, and whether they were satisfied. The team talked about their strategy, and the choice of the order of topics to be discussed. They stated that their priority was board control of shareholders and investment, and that their entire side of the discussion showed this.

2.40: In the Q&A for Team 12, the team was asked more or less the same questions by the judges. They asked them about the importance of the Romper issue to the team. The team said that although they were willing to proceed with the agreement, they were wary of the use of their technology, and about the lack of control they would have over it. This was their priority, and their entire side of the discussion was based on this.

 

Room 14 - 515: Team 5 v Team 37

13.22: And we’re off, ladies and gentlemen! After a brief exchange of pleasantries, AC takes the lead and initiates the conversation. They lay out the agenda for the meeting which includes - order from Interline, the possible amendments to the shareholders’ agreement and space mining. After affirmation from HD, they set on with the negotiation. HD raises questions and concerns. They start out aggressively wanting to ascertain the exact amount of investment AC is willing to make in their joint venture, AHL for the procurement of Interline order.

13.27: AC states that they are willing to contribute 50% of the total investment which is a amount of $125 million required for the interline order. They suggest that AC and HD should equally invest in the AHL, i.e. $62.5 million each. HD, due to the paucity of funds by virtue of being a start-up is not amenable to this proposal. They suggest that AC raise the funds by either taking a loan or through equity. AC proposes that AHL should instead issue more shares.

At this juncture the parties are not in consensus with respect to this matter. AC and HD keep throwing numbers at each other and so far there is no clarity as to amount of funds each of them is willing to invest in AHL. HD is not happy at the notion of giving a 76% stake in their company to AC.  AC states that they sought loan from shareholders for HD to help them improve their financial capability. HD points out this move would be prejudicial to them as per the shareholders’ agreement of AHL. AC reasserts the fact that they funded $100 million to the company and HD states that its contributions was in the form of giving up their IP rights for a dollar.

13.42: HD’s proposition is a direct investment by AC to AHL. HD airs its concerns that the spirit of the joint venture was compromised when instead of acquirement of Bold Boys engine, Romper engines were acquired without any communication made to them. AC explains this discrepancy by stating that the agreement with Bold Boys had expired and they apologise heartily for not keeping them informed about the same. HD believes that AC could make up for this by investing directly in AHL. AC offers to fund $62.5 million directly to AHL and another through a loan of $62.5 million for a of 10% stake in AHL. As of now the parties seem satisfied with the offer. Will they stick to this proposition?

AC moves to the issue of amending the SHA. Non-compete and non- solicit issues to be added in the SHA. AHL will assess the future investments to protect the interest of the company as a whole.

13.57: AC and HD are  having a hard time understanding the concept of how board and the pre-emptive rights go hand in hand, whether there is correlation or not. It seems as though both teams are very  confused at the moment. At the outset, it doesn’t make sense to HD as to how AHL could have pre-emptive rights. Both parties are negotiating about the amendments to SHA which include shareholders financing, transfer restrictions and non-compete and non-solicit rights.  No definite conclusion is reached. AC proposes that it would be beneficial for the joint venture to explore auto-piloting as a model for future expansion and that they will be building their own technology instead of outsourcing it to a third party. HD suggests that space mining would be more promising monetarily.

Both parties go back to the first issue and they reassert the offer made initially but interestingly AC wants a 20% stake now in AHL. HD finds this an unreasonable proposition. HD suggests that AC take a loan for half of the amount and pay the other half to HD. AC feels this goes against the interests of the shareholders. Finally, HD proposes that AC take 50% for 62.5 million and AHL could issue (preferential shares) for the second amount of 62.5 million at 10% share price. They finally come to an agreement as to how to raise $125 million for the placement of Interline order.

14.12: Moving on, HD’s main concern to not explore auto-piloting is that they believe that it would jeopardise the joint venture, it affects HD as their technology is one of its kind in the market. They don’t want to part with the automation software that is exclusive to them. They air concerns of reverse engineering of software. HD explains why they prefer space mining to auto piloting. AC is not financially capable to indulge in space mining. They express that there aren’t any international standards in place for the same and hence, it seems to be risky proposition. Both parties don’t reach a consensus with regard to the third issue. They agree to go to their respective boards and look into the matter.

14.22: HD states that the board at HD is highly concerned about the deal AC made with Romper. HD wants assurance from AC that such instances do not occur again in the future. Two offers – veto right for the discussions and that since AC only wants to take responsibility for the engine but HD states that the engine and aircraft are inseparable of one another and express that  AC should take full responsibility. Both parties decide to take up the SHA amendments in the next meeting. They decide they will talk about the Romper deal and the future expansion in the forthcoming meetings after having conclusive and thorough discussions with their board.

14.26: In the Q&A for Team 37, the judges asked the team if they expected the opponents to be as aggressive as they were, to which they reply in affirmative. Judges felt that they could not ameliorate any of their concerns, but AC clarifies the stance taken by the team and are glad that they reached consensus on at least one issue set out in the agenda. When the judges asked whether the negotiation process went as per their plan, they answered without blinking an eye in affirmative. They had anticipated the responses of the opposing team and accordingly prepared.

14.31: For Team 5, the judges begin by asking what HD gave AC in return for the first tranche of investment. HD believes that this payment is made in good faith and hence they won’t be offering anything in return. To clarify on this, they go on to state that, Under the shareholders financing they would be giving this amount. The judges then ask them about the proposition of preferential shares instead the previous proposal of debentures made by them. The team state that they didn’t want to give them voting rights and decided to cling on to preferential shares instead of selling debentures.  The team admits that when the other party was not satisfied with the proposal of the debentures, they jumped to the proposition of preferential shares and capitalised on it.

 

Room 15 - 517: Team 25 v Team 36

1.25: Greetings one and all! Both the teams have arrived and are greeting each other, eager to resolve the disputes amongst themselves.

1.40: HC says that they have come to an agreement with Romper for supply of engines and they would be happy to pass on the savings to AHL. AHL asserts that what makes AHL important is their software and that their biggest concern was not being consulted in communications of the proceedings. HD apologizes for any miscommunication and asserts that they are more than keen to establish a good and healthy relationship with AHL. AHL is particularly eager to go forth with the investment. They declare their objective to be how to go about the investment. While both parties are very willing to accommodate the concerns of the other, financial viability of the proposals suggested is the main issue steering the negotiation forward. AHL puts forth the proposal of increasing their board membership in the joint venture, given that they are investing 150 dollars more into the venture.

1.55: The parties now move to the point of software licensing. AHL says that they want AHL’s technology to be kept private and exclusive. HL sounds a bit apprehensive towards the proposal and feels that the exclusivity is too far, too unsafe. AHL says anything developed within the joint venture should stay in the joint venture. The parties reserve this point for future consideration and move to the issue of revenue. AHL says ideas such as space- mining raise the concern of its shareholders and asks why HC is not amenable is to idea of auto-piloting. HC contends that once the auto-piloting is commercialized, the software is susceptible to being stolen. AHL asserts that their reservation with space mining is that it isn’t a short or medium-term revenue generator. While issues of technology and intellectual rights continue to dominate the negotiation, there exists an undertone of amiability between the two parties.

2.05: Continuing on the issue of space mining, AHL expresses reservations about the timing of the revenue and not the idea, per se. The next issue AHL raises is of the shareholders’ agreement. They raise the issues of tagalong, drag-along and pre-emptive rights in furtherance of the interests of both the parties. The parties excuse themselves from the negotiation to discuss certain issues amongst themselves. In a nutshell, the parties have concerns about engines, revenue and technology, but nothing too contentious. AHL proposes that they’re ready to invest 250 dollars without any discount but ask for 2 additional members on the board in exchange.

2.25: The next issue raised is of liability. HD is of the view that it should be separate but AHL calls for a joint liability. AHL finally proposes that question be left out of the negotiation for the day, to which HL responds in the affirmative. AHL agrees to grant exclusive veto rights to HC on the issue of software. Both parties agree that the venture between them is of particular importance to both of them and agree for the question of liability to be decided by board members. The negotiation concludes with both parties reaching a middle ground on a majority of the issues raised and the motive of the whole exercise, i.e. to ensure the partnership stands upheld.

2.30: For Q&A, the judges questioned the teams on their final understanding on the vetoes and the team replied that executing any contract before 30 million would have to be agreed by both parties. They questioned the teams as to why legal questions regarding tag-along and drag-along were not taken further, were the teams not well researched or was it a consciously researched strategy? The team replied that it wasn’t a very contentious issue and a conscious decision because of time constraints.

 

Room 16 - 518: Team 39 v Team 11

13.30: After exchange of customary salutations, both sides are down to negotiate the future of their joint venture. Representatives of HighDrones Inc are demanding that AirCoach Plc drop their proposal of setting discount on share price at 20 %. Instead they proposed that they set the discount percentage at 15 %

13.45: Both parties are intensely engaged in negotiations over representation in board of directors. While Chief of AirCoach Plc Dennis Thomas says that they will not give 125 million dollars without having 4 more directors in the board.  On the other hand, representatives of airdrones inc. are taking a tough stance in support of the continuation of existing 50-50 representation

14.00: Team HighDrones Inc. is pressing hard the other party about the alleged breach of the original contract. Counsel from AirCoach Plc tried to justify the said violation by giving the argument that this move has resulted big cost cutting for the company. To which the representative from HighDrones Inc said that this type of move can result in endangerment of the whole company itself. Counsel of the HighDrones Inc. is proposing that they can arrive at an agreement if AirCoach Plc reduces its proposed sharing from the 90% to an undecided amount.

14.15: Now the discussion has moved on to space mining on which both parties have polar opposite views. One other issue that is the bone of contention between parties is the autopiloting software. At last after intense rounds of negotiation they arrived at agreement to leave these questions for later time.

14.25: Representatives from AirCoach plc have spelled their demands which were outright rejected by the counsel for HD for once. HD is also requesting third party financing because they are apprehensive of increasing control of AC over the joint venture. HD is also demanding equal voting rights and some veto rights against any other overreaches. Only 2 minutes left in the round and no solid consensus is being reached upon at in the negotiation, both parties are adamant at their respective positions.

 

Room 17 - GH1: Team 33 v Team 44

1.35: Good afternoon, one and all! We are set to commence preliminary round of negotiation with Team 33 representing AirCoach (AC) and Team 40 representing HighDrones (HD). The judges have arrived and the teams have exchanged customary greetings. The counsel for High Drones takes the lead role and raises the issue of Hailicopter financing. Air Coach asks High Drones Inc. if they have any solutions to all the problems their partnership is facing.

1.50: AC proposes to infuse a capital of 100 million dollars and in lieu of that proposes to change the shareholder agreement. AC proposes to make the shareholding of the joint company (AHL) in proportion to the capital invested by each. HD is apprehensive about this offer. AC clarifies that in such an arrangement as mentioned above the IP issues will be decided by both the parties holding the same decision-making rights. AC states that the rights of HD will not be sabotaged. AC puts on the table its demand of having the voting rights on the shares which they buy. HD rejects this proposal saying it is better for them to have the company have a unified control rather than having the decision-making power split between different sides. AC asks for a time to discuss on the proposals discussed so far.

2.05: The parties decide to discuss the funding issue on a future date to be decided by both the parties. They move to discuss the transfer of employees. AC suggests that for the benefit of the joint company (AHL) it would be better if the employees are kept exclusively for the joint venture. AC suggests that instead of changing the place of the employees they should focus on the training of employees. AC proposes to discuss the IPR agreement. Stating that since the technology of Hailicopter is only with HD. AC puts forward its demand of introducing exclusivity so that it is confident that it retains the technology which its competitors lack. HD partially agrees to this and the client states that long term exclusivity would be detrimental to their long-term business plans.

2.20: AC says that since shareholders have very little decision-making power and it would be detrimental to AHL if the decision making is slow. Hence, it proposes to give veto powers to the Chairman and give more decision-making power. AC confirms the fact that it has entered into a contract with Romper. It justifies this decision by saying that the contract was entered keeping in mind the need of the joint company to cut down its costs. AC proposes to give HD the rights to inspect the quality of Romper engines to which both parties agree. The parties seem to be very amiable and flexible. A clear consensus on the issues can be expected!

2.30: Now the parties move on to space mining.AC clarifies that it is not against space mining but does not see an immediate benefit of it. It states again that they are not saying that they will not invest in space mining but financing in it might not be the best idea. HD restates all the agreements the parties have reached on. The parties discuss the last point of contention that is the rights of the Chairman. Owing to the lack of time the parties, satisfied with the agreement, decide to meet on a future date. The negotiation was in part successful with teams reaching consensus on major issues with an agreement to meet on a future date.

 

Room 18 - GH2: Team 40 v Team 22

13.30: And we are back with Preliminary Round 2! Both the teams, AirCoach and HighDrones have exchanged greetings with each other and the venerated judges. They have expressed their affirmation in the fact that they will reach a positive settlement through this negotiation. The teams have brought issues relating to the deal with Interline and auto-piloting in the Hailicopter.

13.45: HighDrones have expressed their concern regarding trust issues between the two parties to which AirCoach assured them of their dedication towards business. The latter then proceeded to talk about the financial constraints facing them regarding the highly profitable deal with Interline. Further, HighDrones asserted their displeasure at the fact that no information about the deal with Romper was provided even though AHL was an existing common venture. The parties came to a solution of sharing necessary information as and when it dealt with their common interests.

14.00: HighDrones suggests a division of responsibility between the two parties on issues of manufacturing and technology. This is agreed upon by AirCoach and the negotiation now moves towards the topic of financing of the deal with Interline. Both parties express the need to amend the shareholder agreement with AirCoach suggesting a requirement of approval from the other partner before going ahead with any ‘transfer of shares’ agreement. They also state their interest in investing more in the joint venture AHL.

14.15: AirCoach proposes an investment of $40 million for venturing into auto-piloting as a profitable opportunity for both firms. HighDrones, on the other hand asserts interest in space mining. The round moves slowly as the parties are not coming to an unambiguous conclusion as to the agenda. AirCoach has asked for an assurance of the quality of the technology behind driverless taxies, in response to which HighDrones told about the positive results achieved in a number of tests.

14.25: HighDrones requested for an approval regarding shareholder financing and an addition of 10% premium to the same; AirCoach stated that the same would be discussed with their firm later on as such significant decisions require deep consideration. The parties seemed to be in a fix as to the conclusion and hence, the negotiation ended without any concrete decision.

The judges question the team representing HighDrones (Team 40) as to what conclusion they reached regarding the SHA, to which the team regarded no deal was sealed, although there was a proposal regarding 10% premium to the other team. The team was also questioned about AirCoach’s deal with Romper and their opinions on the same. The judges then asked the team representing AirCoach about the how the rights and duties between the two parties must be distinguished for decision making in future. The team responded by saying that they believe in division of responsibilities regarding all deals with third parties and even regarding their common venture. Also, AirCoach was questioned about their contract with Romper which, if it existed, must have been disclosed to the other party. The response was in affirmative regarding the existence of a deal but not as to their responsibility to disclose the same.

 

Room 19 - GH3: Team 13 v Team 42

13.35: The teams greet each other, and HD lays down certain rules for negotiation. They emphasise on professionalism to be followed. AC nods to it.  AC wants to go straight into the discussion. The earlier meeting had led to nothing.  HD emphasises on paying $125mn to the interline deal. AC doesn’t agree to it. HD proposes to provide assets in furtherance of a loan. To this AC says it wants high rates of interest.

13.50: AC wants to procure shares at 62.5 million. HD doesn’t agree to this. It says it should be properly negotiated.  HD wants a share to be bought at $12. If AC doesn’t agree to this they say they would go to the earlier contract.  HD explains the situation to AC. AC wants to procure them at $8. HD asks whether AC is on the same page about the equity shares of the company.  HD explains the wider meaning of equity shares to AC. HD pitches for equity shares. It cites an instance of earlier meeting where AC asked for 20% discount on equity shares.  HD suggests why not bring Interline to invest.  AC feels Interline shouldn’t be interested in the company. To this, HD says Interline would get a share in the company. AC outrightly rejects this proposal. 

14.05: HD says it isn’t interested to invest much. So, it proposes to AC to buy the shares of AHL. HD doesn’t want to be a minority share holder. It wants to have equal voting rights in matters above $15mn. AC says it isn’t reasonable.  HD tries to convince AC. AC inquires about the specifics of “above $50mn deal”. HD suggests that the company be kept a joint venture.  AC thinks $15 million is a small amount. HD confirms on giving 9% of the existing shares of AHL to AC thus setting a 59:41 ratio.  They now discuss on the auto piloting and space mining issue.  HD pitches for space mining which they think is a lucrative business. HD thinks that autopiloting would lead to reverse engineering. They propose for Interline interference into it. But AC doesn’t agree to Interline relevance here.

14.20: AC argues that space mining demands too much money and time to which AHL isn’t used to. There is a deadlock on this issue. HD thinks that this matter could be discussed later. They want to get back to the financial issue. HD agrees to give 59% shares to AC and discusses the vertical take off technology.AC says if HD agrees to 20% discount on share price it would pay 102mn of 125mn of Interline deal. AC is rigid on its stand. It says 9% addition of increase in shares is not enough. It wants 75% shares.  HD says if AC funds the entire project it would work on Hailicopter technology and give IT shares to AHL. They are also ready to give the rights to AC. Both the teams discuss their issues with respective counsels. AC rejects the proposal.

14.30: HD states that whether it could push for third party intervention. It says it would give 75% shares on a non-discounted rate.   AC says it would give 100mn to the project in response to 59% shares, IP agreement, autopiloting, and further buying of shares in future. AC also wants to send two more members to the BoD.  HD doesn’t agree to auto piloting. It first wants to secure the Interline deal. HD proposes for Dragalon and veto powers. HD also discusses that Romper is being dealt with by AC without consultations with HD. AC cites urgency on this issue. HD says whether romper affects the Hailicopter deal. AC wants to set a punishment clause in contract. HD says AC should pay the damages of faulty engines.  AC says HD leaked HD’S information to PNM.  Both parties agree to confidentiality clause. HD disagrees with autopiloting saying it would lead to reverse engineering.

14.35: Judges hold the Q&A session. They ask HD about the confidentiality clause. They are asked about the shares. They are now asked about the veto they desired. To this, HD responds by saying they want value-based veto. The judges ask the team about their best-case scenario in a state of lack of lack of funds. They are asked about their negotiation plans and future prospects of AHL.

14.45: AC comes in. The judges ask them about the strategy of negotiation. They are asked about the scope of their negotiation. They are asked about the future business prospects and the profit they would receive from the investment. The team responses with a negative to the question about the bank loan.

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This brings us to the end of the preliminay rounds. The break to the Quarter-Final round shall be announced at the formal dinner at Rose Garden, India International Centre tonight. We congratulate the teams and wish them the best for their rounds!

See you tomorrow, for the quarter-finals, semi-finals and finals!

 

 

QUARTER FINALS: LES LEGUMES MISERABLES

Room 2 - 101: Team 23 v Team 14

9.43: Greetings everyone! We're ready to begin the quarter-finals! The teams greet each other cordially. Emmanuel Javert, the Head of Operations for Allez, begins the negotiation by addressing the “elephant in the room” - the losses on the share market. The counsel for Allez Hop lays down the issue they want to address through the negotiation. The counsel for Allez Hop’s employees expresses conviction that the most important issue at hand is Allez Hop's plans to return to profitability.

9.58: Allez Hop, while discussing their plans to return to profitability, express their belief that Genetically Modified Crops are the future. The counsel for Allez Hop Employee's Association expresses certain concerns pertaining to GM crops and how it could lead to issues with environmentalists. Allez Hop reassures that the GM crops would not be sold under En Marche, Allez' signature organic brand.

The counsel for Allez Hop then addresses the “unfortunate reality” that Allez Hop will have to lay off some employees, albeit temporarily. Allez Hop quotes ten thousand redundancies, and the counsel expresses grave concerns regarding this large number. Jean also talks about the difficulties that will be involved in getting consensus from his association for such a large number of redundancies. Allez Hop talk about a new provision in the contract involving re-employment of the employees being laid off. 

10.13: Allez Hop quotes 3000 employees who shall be retrenched by consent. Further, Allez Hop talks about laying off employees with less than five years' experience. To this, Jean replies that these employees would find hard to find other employment. The counsel for the employees also addresses the issue that the livelihood of the unskilled workers would be severely affected by a lay off, and suggests that a suspension scheme be implemented so that they get partial pay. However, Emmanuel feels that a suspension scheme would delay Allez’s return to profitability. Instead, Allez proposes to implement a re-employment scheme.

A 'golden handshake' pension scheme is also discussed to reward employee loyalty. Deliberations begin as to whether the scheme shall be staggered, and even if that is so, whether a lump-sum can be paid initially. Allez talks about paying a smaller lump-sum initially and larger staggered payments in the long run. Jean poses a question as to whether some cashless benefits would also be included in the retirement scheme. Emmanuel expresses that there is a possibility of inclusion of such benefits, but it would certainly cut into the premium.

10.28: The very pertinent issue of redundancy payments is being deliberated upon now. Allez wants to make the payments in a staggered manner but Jean quotes the labour codes that specify an immediate payment that has to be made of the employees' legal severance payment. Allez Employees' Association delineates how the employees would suffer a loss since their money would be spread out over time. Both parties agree that a token payment be given to the employees. The exact percentage of the premium is deliberated and agreed upon. The possibility of paying a severance payment on being laid off is discussed, but Allez prefers to provide the employees with full salaries for two more months. The negotiation has made considerable progress and the nuances with regard to re-employment are discussed. A tentative date of rehiring is asked for by the employees' association, and a deliberation has been initiated with regards to re-training schemes and how they would be of great use to the employees.

10.33: The discussion has become even more interesting now! A distinction is being made between employees who find re-employment and those who do not, for staggered payments. The Employees' Association expresses desire that at least those employees that do not find immediate employment get some immediate payments. A distinction for employees who have agreed to the scheme is also requested by the association. There is a proposition on the table regarding a letter capturing the company’s intent to rehire employees as soon as it returns to profitability. Both teams agree that such an official statement be made.

10.38: The teams sum up the course of the negotiation and express immense satisfaction at the success of the negotiation. They agree with regard to bringing in an external employment agency. The interests of the employees are deemed to be paramount. The association also expresses happiness at the official ‘intent to rehire’ letter Allez has agreed to write to the employees.

10.48: In the Q&A, the judges asked whether the team was satisfied with the outcome of the negotiation, to which they replied in the affirmative- they were able to reach satisfactory conclusions on most issues of concern to them. Allez also expressed satisfaction about the decision on retraining, as they felt that it would be in the larger interests of the company in such a scenario. The strategy pertaining to retrenching was discussed. The team felt that retaining employees who had more than five years' experience was justified and worked in the interest of the teams.

10.58: The judges asked questions on the perspective of the team as regards the layoff. The team discussed their strategy about not pushing for a lower number of redundancies and getting reduced lay-offs on Allez’s terms. They chose to accede to the figure of 5,000 quoted by Allez so that other commitments could be made by Allez and they could conduct the lay-off on their terms. Intricacies on French law were discussed and the extent of strictness under French labor law was deliberated upon. The judges enquired whether the teams had actually reached long term consensus or whether they had only deferred negotiation on some key points. The team expressed that the problem, as it was, was fairly short-term and that the agreements reached would suffice.

 

Room 3 - 102: Team 6 v Team 38

09.45: Welcome everyone! We are all set to commence Round 2 in the Quarter Finals! The teams have warmly greeted the judges and each other, and are in high spirits, gunning to perform well in the rounds. Representatives of CFTA-CFLP workers expresses their concern to maintain their performance in business. They set their agenda on discussing how those who lose employment in this redundancy drive will find alternative sources of income. Allez explains the fact that it would be detrimental to both their interests if employment is not cut down.

10.00: Emmanuel Javert, the Head of Operations for Allez, explains that short-term interests need to be met to avoid disturbances in the future. They believe that cost-cutting measures dealing with redundancy in employment will be proportional to the money they need to make in their business, in order to repay the loan. They propose that removing 10,000 employees would allow them to make 200 million Euros, allowing them to repay the loan partially. Counsel for Jeanne Valjeanne (employees' nominee) asserts the fact that lay-offs of more than 5,000 workers requires a majority approval. 

10.15:  Jeanne Valjeanne states that he would try to clarify Allez's position to the employees but the same is not likely to bear any fruit and hence, no promise of settlement can be made. The counsel for Allez asks for a shift to discussing the 'cease of operations at certain French sites' for cost cutting. The latter then proposes that ceasing operations at 30 sites would save Allez 100 million Euros. On being inquired about the kinds of sites where operations would be ceased,  Javert clarifies that the older sites, where little or no profit is being made, will be closed. Counsel for Valjeanne asks whether the sites would be closed temporarily to which his counterpart responds by saying that suggestions on the same would be welcome.

10.30: Valjeanne assures that they will try to persuade the employees of more than 5000 job cuts, but they should be employed as skilled labourers in other innovative projects. Javert  responds by saying that such an idea is not very pragmatic and a number close to 10,000 employees would be of great assistance to them; he also proposes a document comprising of alternative employment opportunities, to which  Valjeanne reacts positively. Counsel for Allez states that these lucrative opportunities for all employees would be an unsure fact but at least half of them would be employed.

10.40: Counsel for the Employee’s Association says that although the idea of suspension of employees for one year in exchange for alternative employment sounds lucrative, there has to be some payment provision for those who are not able to avail such opportunities. They also affirm that employees who are less experienced must not be treated harshly. On a concluding note, the parties decide on meeting later to discuss the exact terms of employment redundancy and lay-off compensation.

10.50: In Q&A, the team representing CFTA-CFLP workers were questioned about their undisputed sanction to persuading 10,000 employees regarding job cuts. The team responded that there was sufficient justification regarding the need for the same and hence, an agreement on these terms was suitable. The judges also questioned the team on background information relating to the Collective Bargaining Agreement. Questions regarding maintenance of confidentiality of dealings were also asked.

11.05: The team representing Allez was asked to take care of argument structuring and time constraints. Also, they were asked whether they were satisfied with the agreement reached between parties. The team responded in the affirmative, stating that they tried to bring the negotiation closer to their desired conclusion.

 

Room 4  - 103: Team 33 v Team 35

9.40: A warm welcome to one and all! Day 3 of the HSF – NLU Delhi INC 2018 has commenced in full swing, and here are the teams for Round 3 in the quarter finals. The parties greet each other and sit across the table to amicably resolve their issues. Jeanne, on behalf of the employees takes the lead by putting forth their concerns. They have a two-fold agenda - minimizing the number of layoffs; and negotiating a fair and reasonable redundancy package. Allez Hop says that they wish to lay off 5000 employees as they seek to reduce costs as much as possible. The employees' representative recognizes that this number is within Allez Hop's rights, however, they are looking for other solutions like a possible job sharing. Allez Hop takes this suggestion into consideration.

9.50: As the negotiation moves forward, Allez Hop states that they are also planning to shut down certain operations in France. Jeanne proposes a solution with respect to rehiring of the employees - the youngest should be laid off first and the oldest should be rehired first. They also suggest that instead of laying the employees off, they could reduce their work and salaries. Allez Hop looks reluctant. They emphasise on the 450 million Euro loan to be paid off, which requires them to cut costs drastically. The parties then negotiate the number of employees to be laid off, and the potential salary cuts. Allez Hop proposes that they could reallocate the employees to different countries, but the employees’ representatives consider a move at such short notice as being unfavourable to employees. The negotiation is getting exciting, stay tuned for more!

10.05: With the discussion getting intense, the parties make an effort to accommodate each other’s concerns. In the true spirit of a good negotiation, they highlight the importance of reciprocation. The employees' representative proposes that if the employees are reallocated, they should be provided temporary housing, a one-month notice period and other such entitlements. Allez Hop in turn expresses that they will be reducing the salaries and some overhead expenses including health insurance. The employees' representative asks Allez Hop if they are looking at other ways to cut costs, apart from salary and job cuts. They then discuss a possible alternative wherein the land left fallow could be rented out to raise extra funds. Allez Hop seems interested in this idea. It is also suggested that the redundant employees could cultivate the fallow land to sustain themselves. The parties further explore other ways of cutting costs and raising funds. 

10.20: The counsel for the employees has now put an interesting idea on the table – Allez Hop and the employees could make a joint press release, showcasing their bond. Allez Hop then puts forth another concern. They are willing to pay salaries on a farm-to-farm basis as opposed to a country-to-country basis, but the employees are unwilling to accept it. They feel an average wage would be a better alternative, in the interests of uniformity and fairness. They rule out the option completely as they are confident that such a proposal would not be able to stand the employees' vote. The parties then move to consider the 'layoff and recall' provision. Allez Hop believes that rehiring is a better solution than recalling, as there is a time constraint of 12 months on the latter. The major issue here is that the employees want a recall provision whereas the company stands firm on a rehiring option. The parties have not been able to reach a consensus on this point, but are making an effort to consider each other’s interests.

10.30: The tension in the room is apparent as the parties discuss employees' benefits and overtime rights. Jeanne is pushing firmly for the employees' rights, while Allez Hop is trying to strike a compromise. They assure Jeanne that they will be paying the basic benefits such as pension, maternity benefits etc. They also propose that once the loan is repaid and the company resumes its profitable nature, they will pay the entirety of the benefits. With the round nearing its end, the parties try to conclude the discussion. Jeanne expresses that a temporary pause on benefits is acceptable as long as Allez Hop assures them that no other employees would be laid off in that time period. Allez Hop agress to the same. They do, however, say that they are not going to pay the redundancy for the time being. Allez Hop proposes a rate of 3% interest on the redundancy package, to which the employees’ representatives agree. It seems to have been a tense but fruitful round of negotiations. On undecided issues, the parties agree to meet at a later point in time. 

10.45: The judges begin by appreciating the round. They then question the team about the viability of reducing work in a decentralized industry. The party clarifies that they were talking about job-sharing, which would be in the best interest of the employees. They then discuss the question of 'recalling', and team believes that a fairly good deal was achieved. The judges point out that were certain confusions regarding what pool of employees are being talked about and for what period the benefits will be suspended. The team clarifies that the benefits would be suspended during the period of debt. The judges had another concern. They felt that the representative took a decision that they were not authorized to. They also tell the team that should have pressed on certain stands, to which the team replied that they made a little compromise to strike a deal which was in the best interest of the employees.

11.00: The judges start with their comments. They express that the company should have led the discussion and should have been more clear with asserting their stand. They also point out that there was ambiguity around the discussion of 'recalling' and 'rehiring'. The team makes an effort to clarify their stand. They then ask the team how the option of 'rehiring' would help them in paying the loan. They reply that the company wanted to cut costs wherever possible. The judges also point out that the company could've asked for more employees to be laid off, to that, they reply that such action would've required a majority vote from employees, and that the representatives did not have an authority to take a decision in that regard. They also explain the judges their financial situation and how they are planning to repay the loan. And with that, the Q&A session has ended!

 

Room 6 - 105: Team 28 v Team 4

9.45: A very good morning to one and all! We are about to begin the negotiation round. The company's head of operations Emmaneul Javert takes the lead and puts forward the company's immediate need to cut costs. Jeanne Valjeanne's counsel puts forward the demand for confidentiality in today's negotiation. Emmanuel Javert proposes three options- First to lay off four thousand employees, secondly to delay all new expansions till early 2019 and thirdly, some flexibility in the salary packages in view of the company's need to cut costs. Seeing how enthusiastic and accommodating the parties are, a consensus can be expected! Stay tuned!

10.00: Emmanuel Javert proposes 10% redundancy pay, to be paid along with two months' salary. Allez Hop proposes to pay the employees on performance basis. Led by the counsel for the Employees’ Association, the parties move on to discuss the necessary training programme. Two options are suggested for this: Firstly, a career counsellor for the employees; and secondly, one-day training workshops. The parties seem to be keen to resolve the issue through negotiation and are are adopting a flexible and collaborative approach.

10.15: The parties move on to discuss the company's decision to delay all expansion plans till early 2019. The counsel for Allez Hop stresses that 2019 is not too far way, the counsel for the employees agrees and promises to convince the employees. The parties then discuss the issue of employee compensation. The counsel for employees asks for a guarantee for the percentage of employees who will be employed back from the old farms (which the company proposes to shut down). A figure of 75% is proposed. The parties agree on an important issue regarding the salaries and the redundancy pay, wherein half of the amount will be paid before the payment of the loan and the other half will be due for payment in the first half of 2019. The parties are dealing with the issues in a structured manner, and seem to be inching towards a consensus.

10.30: The counsel for employees puts up a demand for a "moral guarantee" if not a "percentage guarantee" about the number of employees who will be taken in from the old farms and those who will be laid off. The representatives of the employees also push for a public statement regarding this guarantee, to assure the employees of Allez Hop’s good faith. Javert, however, does not agree immediately, and asks for time to contemplate. The parties agree to run through all the agreements they have made during the negotiation, discussing the qualitative aspects of the terms. Javert demands flexibility with both the short term and long term employees. There seems to be some tension on the qualitative aspects of the broad agreed-upon terms.

10.45: The parties, having reached consensus on all the issues, exchange copies of the agreement terms.  The parties exchange customary greetings and take their leave. 

10.55: The judges begi the Q&A by asking the team if they achieved what they set out to. They ask the company's representatives if the idea of giving the laid off employees 10% equity in the company has been approved by the board. To this, the representatives answers in the affirmative. The judges then ask how they plan to deal with the employees' reaction to this proposition. The representatives emphasise their belief that other employees will sympathise with the situation.

11.00: The judges congratulate the team for a smooth and successful negotiation. They ask the same question from the previous Q&A session, regarding the reaction of remaining employees to the proposition that redundant employees will be receiving equity in the company. The team answers by saying that they did not expect such a generous offer from the company’s end, and will need time to think about the possible ways to go about convincing other employees. The round ends with the judges congratulating the team on the outcome they have been able to achieve for the employees.

 

12.00 - Semi-finals: Breaks

After a grueling Quarter Final round, we are proud to inform you of the 4 teams that are progressing to the Semi-Final Round. They are:

1) University of Sydney
2) University of Oxford
3) NUJS Kolkata
4) University of Western Australia

We wish the team all the very best!

 

SEMI FINALS: SWIMMING UPSTREAM

Room 7 - 201: Team 4  v Team 14

12.45: Good afternoon, ladies and gentlemen! We are back with the Semi-Finals of this year’s competition! The teams have exchanged salutations with each other and the judges, and are ready to begin the negotiation. They affirm their belief in the fact that they will be able to seal a deal today. Epix sets the agenda on deciding the price and terms of the agreement. IndiCast agrees and puts forward their board’s apprehension regarding a shift to online mode. They also inquire whether Epix would partner with any of their competitors for a similar deal. With these statements, the premise of the negotiation has been set.

13.00: Epix expresses their delight at the idea of having IndiCast on board. IndiCast asks for details regarding Epix's deal with Mazze Entertainment; however, this request is politely dismissed due to confidentiality concerns. The latter asks for IndiCast's plans for the future. Indicast asserts their interest in converting to a highly compatible online platform, both nationally and internationally. Epix states that they feel a need to discuss financial considerations. IndiCast proposes a share of $40 million to Epix, which is dismissed as being too low; consequently, a counter figure of $80 million is proposed. IndiCast states that the contract can be initiated on a 3-year basis, and if there are no profitable returns, the same can be ended in a period of 2 years; else it can be renewed. Epix conveys its disapproval at the idea of the possibility of renewal of the contract.

13.15: The round seems to heat up with the time duration of the contract being the bone of contention between the parties. They ultimately agree to ending the platform in 2 years if the same does not yield benefits, 2 years being sufficient time to judge the performance of the same. Epix suggests that profitability is IndiCast’s primary concern and must be addressed, to which the latter reply by saying that customer feedback has highlighted a problem with compatibility and not with content. It suggests that if the contract is terminated before time, 50% of the license fee for the following year be provided to them. IndiCast agrees to this proposition.

Dealing with the market in India, Epix puts forward the idea of IndiCast investing $70 million. IndiCast rejects the same as it is beyond their means and budget. Epix suggests that instead of a domestically exclusive license, they could provide IndiCast a deal wherein they would not join hands with their competitors.

13.30: IndiCast conveys that they see the partnership as something meant to increase their subscriber count and they suggest the idea of introducing a subscription fee to increase profits. Epix appreciates this idea but puts forward the idea of introducing an $18 million signing bonus which would include fee for maintenance of the platform from time to time. IndiCast responds by saying that such a deal would not prove beneficial for them. Instead of the signing bonus, Epix proposes a charge of $1 million per update on the platform, and in addition, a charge per call. IndiCast is happy with this proposal but asks for some certainty that this will hold.

13.40: IndiCast reiterates the points previously agreed upon and the parties move forward towards concluding the deal. Epix clarifies that the $60 million will be payment for the first year, a subscription cut would be introduced, and ultimately a maintenance team would be established with updates as and when they arise with a corresponding a non-compete agreement. They suggest that IndiCast submit a list of competitors so that no license is granted to those firms. The parties agree that as and when new entrants come into the market, they'll meet and deal with the issues that arise.

13.53: The judges begin by asking the team representing Epix what their assessment of the round was. The team expresses their delight at the way the negotiation went, with both parties coming to a consensus at the end. The team is also asked how they wish to go ahead with the idea of a signing bonus, if it were to be accepted by the other party. They are questioned about the solicitation agreement, to which the team replies that though a deal related to the same did not materialize, they want to move ahead with it, covering all employees of the maintenance team.

14.03: The judges ask the team representing IndiCast how they wanted the negotiation to move ahead as opposed to how it actually played out. The team responds by saying that they wanted to stick to the idea of compatibility of the platform; however, the discussion digressed a bit. Overall, the team expresses their delight at the way a solution was reached. The judges question the team regarding their abstention from discussing the exclusivity of the contract, to which the team replies that they believed that being new entrants in the Indian market, deliberation on the same would have complicated matters. The team is also questioned and given suggestions regarding their strategy with respect to the maintenance team structuring and payment matters. 

 

Room 8 - 202: Team 29 v Team 6

12.45: Good afternoon, ladies and gentlemen! We are back with the Semi-Finals of this year’s competition! The teams have exchanged salutations with each other and the judges, and are ready to begin the negotiation. They affirm their belief in the fact that they will be able to seal a deal today. Epix sets the agenda on deciding the price and terms of the agreement. IndiCast agrees and puts forward their board’s apprehension regarding a shift to online mode. They also inquire whether Epix would partner with any of their competitors for a similar deal. With these statements, the premise of the negotiation has been set.

13.00: Epix expresses their delight at the idea of having IndiCast on board. IndiCast asks for details regarding Epix's deal with Mazze Entertainment; however, this request is politely dismissed due to confidentiality concerns. The latter asks for IndiCast's plans for the future. Indicast asserts their interest in converting to a highly compatible online platform, both nationally and internationally. Epix states that they feel a need to discuss financial considerations. IndiCast proposes a share of $40 million to Epix, which is dismissed as being too low; consequently, a counter figure of $80 million is proposed. IndiCast states that the contract can be initiated on a 3-year basis, and if there are no profitable returns, the same can be ended in a period of 2 years; else it can be renewed. Epix conveys its disapproval at the idea of the possibility of renewal of the contract.

13.15: The round seems to heat up with the time duration of the contract being the bone of contention between the parties. They ultimately agree to ending the platform in 2 years if the same does not yield benefits, 2 years being sufficient time to judge the performance of the same. Epix suggests that profitability is IndiCast’s primary concern and must be addressed, to which the latter reply by saying that customer feedback has highlighted a problem with compatibility and not with content. It suggests that if the contract is terminated before time, 50% of the license fee for the following year be provided to them. IndiCast agrees to this proposition.

Dealing with the market in India, Epix puts forward the idea of IndiCast investing $70 million. IndiCast rejects the same as it is beyond their means and budget. Epix suggests that instead of a domestically exclusive license, they could provide IndiCast a deal wherein they would not join hands with their competitors.

13.30: IndiCast conveys that they see the partnership as something meant to increase their subscriber count and they suggest the idea of introducing a subscription fee to increase profits. Epix appreciates this idea but puts forward the idea of introducing an $18 million signing bonus which would include fee for maintenance of the platform from time to time. IndiCast responds by saying that such a deal would not prove beneficial for them. Instead of the signing bonus, Epix proposes a charge of $1 million per update on the platform, and in addition, a charge per call. IndiCast is happy with this proposal but asks for some certainty that this will hold.

13.40: IndiCast reiterates the points previously agreed upon and the parties move forward towards concluding the deal. Epix clarifies that the $60 million will be payment for the first year, a subscription cut would be introduced, and ultimately a maintenance team would be established with updates as and when they arise with a corresponding a non-compete agreement. They suggest that IndiCast submit a list of competitors so that no license is granted to those firms. The parties agree that as and when new entrants come into the market, they'll meet and deal with the issues that arise.

13.53: The judges begin by asking the team representing Epix what their assessment of the round was. The team expresses their delight at the way the negotiation went, with both parties coming to a consensus at the end. The team is also asked how they wish to go ahead with the idea of a signing bonus, if it were to be accepted by the other party. They are questioned about the solicitation agreement, to which the team replies that though a deal related to the same did not materialize, they want to move ahead with it, covering all employees of the maintenance team.

14.03: The judges ask the team representing IndiCast how they wanted the negotiation to move ahead as opposed to how it actually played out. The team responds by saying that they wanted to stick to the idea of compatibility of the platform; however, the discussion digressed a bit. Overall, the team expresses their delight at the way a solution was reached. The judges question the team regarding their abstention from discussing the exclusivity of the contract, to which the team replies that they believed that being new entrants in the Indian market, deliberation on the same would have complicated matters. The team is also questioned and given suggestions regarding their strategy with respect to the maintenance team structuring and payment matters. 

 

15.00 - Finals: Breaks

The results of the Semi Final Round are out!

This edition's Final Round will be between University of Oxford and NUJS Kolkata. It will be judged by an illustrious panel of 4 judges: HMJ Rajendra Menon (Chief Justice, Delhi High Court and Chancellor, NLU Delhi), Mr. Chris Parsons (Chairman - India Practice, Herbert Smith Freehills LLP), Mr. Aditya Ghosh (Business Advisor and Entrepreneur), and Mr. Bhaskar Chandran (Group President, GMR)

Stay tuned for a blow by blow account of this intense battle!

 

FINALS: ACTIVIST INTERVENTION

 

Room 301B - University of Oxford v NUJS Kolkata

16.00: Warm greetings everyone! Welcome to the final round of the 5th HSF – NLU Delhi INC 2018. We can feel the tension and excitement here in Room 301B as an intense round of negotiation is anticipated. The parties, AKASA and KCP, exchange formal greetings and sit across the negotiation table to mutually resolve their issues. KCP takes the lead by laying down the agenda for the meeting. The major issues that they want to discuss include AKASA's new business plan, the controversy around the CFO, and the concerns regarding AKASA's corporate governance sector. The representatives of AKASA concur with the agenda and KCP takes up first the concern regarding AKASA's latest announcement.

16.15: As the round moves forward, AKASA states that they are willing to enter the data processing sector as it would ensure a regular and stable flow of income. They mention that presently there is no company in the market that incorporates artificial intelligence (AI) in data processing. KCP is reluctant to accept this as they believe that AKASA has made a niche for itself in the AI sector and therefore, should not be looking at other sectors. KCP also has doubts regarding AKASA’s ability to incorporate AI-based software in the areas of data processing. They are sceptical as the proposed expansion would require an investment $100 million and ask AKASA to show the legal and financial due diligence that they have undertaken. AKASA assures them that their data collection venture would be fruitful within a year. AKASA tries to convince KCP that they have proved their mettle by doing exceedingly well in the area of AI; however, KCP is firm in its stand. It's a clear no from their side. They put this issue aside and move on to discuss the point of share buybacks.

16.30: The tension in the room is palpable as KCP refuses to alter its stand. They are unwilling to negotiate this further. However, they are willing to invest in their AI technology and not in any other area. AKASA explains that they are looking to invest in data processing in the short to medium term as it seems to be a lucrative opportunity. The $100 million investment would allow AKASA to develop its own revenue streams. They request KCP to clarify their stand with respect to the investment and shareholding. The parties are unable to reach a consensus. On one hand, AKASA is looking to secure its revenue streams and on the other, KCP will not invest in the venture till they are convinced that it'll bear fruit. The parties now move on to discuss the issue of allegations of harassment against AKASA's CFO. KCP wants the CFO to step down. AKASA concedes and agrees to put their business ethics above the profits that the CFO brings, and decides to ask the CFO to step down. They move on to exploring other ways of ensuring equal gender representation in the firm. Let's see what lies ahead!

16.45: With one of the major concerns resolved, the parties take the negotiation forward. KCP proposes a non-executive committee to ensure adequate representation of diverse groups in the firm. AKASA agrees with the proposition. AKASA also assures them that they will increase the representation of women from 25% to 50% in the coming years. They also propose the signing of a memorandum of understanding with KCP to that extent. The parties arrive at a consensus. They move back to address the issue of investment in the area of data collection. KCP is not willing to compromise on its stance. They refuse to provide AKASA any more funding if they approach other external investors to fund the data collection business by selling 10% of the equity shares. AKASA is persistent as they try harder to convince KCP. At this point, KCP agrees to invest $70 million strictly in the AI business, which would be contingent on certain conditions including possessing a veto on all board appointments and certain preference shares. It remains to be seen if AKASA will give in.

16.55: AKASA agrees on the point of offering them preference shares but they are unwilling to give them a veto on all board appointments. In lieu of that, they suggest the insertion of a clause in their agreement so that KCP's share is not diluted once they sell the 10% equity. KCP is insistent on their position. They are not willing to give up the veto. They make a final offer of $35 million investment in only their AI business in exchange of preference shares. AKASA asks KCP to consider a limitation period on the exercise of the veto. With time running out, both the counsels confer with their respective clients. They finally agree on a limitation period of 5 years for the veto to be exercised. Finally reaching a consensus, the parties end the negotiation with a hope of a strong partnership in the future.

17.15: In the Q&A, the judge starts by asking the team why they gave in easily towards the end. The team explains that a dilution in KCP's equity in AKASA works in their favour. The judge asks the team why they did not take action against the CFO earlier. AKASA clarifies that the point of laying off their CFO was not contingent on the issue of investment at all. They would have upheld their business ethics regardless of this deal. Another judge feels that they shouldn't ask the CFO to step down while the complaints are sub judice. However, the party clearly states that it has a 'zero tolerance' policy against sexual harassment. Another judge points out that they should not have caved in. He further asks the team what they thought would be "success" and what would constitute "failure." The team answers that "success" would've been the ability to invest in data collection while still retaining KCP as a stakeholder, and failure would've been the opposite. Here, the judge points out that they, firstly, should have explained why they wanted to get into data collection in the first place. He also suggests that they should've tried to hold their stance and been more assertive. The team states that they managed to secure their basic requirements and received funds with a future possibility of expansion. 

17.45: The judge begins by pointing out that while at a negotiation table, the teams should be considerate of the other party's concerns. The teams try to clarify that they were firm on their stand as Ms. Sinha was a veteran who has won many shareholder battles and it would be appropriate for her to be firm on her ground. They ask them whom they are planning to sell their shares to. The team replies that they would've sold it to any other foreign investor. The judge points out that it is their assumption that their shares will be bought by someone and they shouldn't have based their entire stand on this assumption. They also point out the lack of an opening statement. One of the judges asks them if they got a deal out of the negotiation. The team replies in the affirmative. They explain that they got the CFO to step down and got a veto on board appointments. The judges then question their approach with respect to the CFO considering they did not honour the due process of law by asking for an employee to be sacked while the allegations had not been conclusively proved. To this, the team replies that they were in a position of conflict and had to do what best suited their interests. 

With this we come to the conclusion of the last round of the 5th HSF – NLU Delhi INC 2018. It has been a stimulating round of negotiations with both  teams giving it their best shot. Well, let us all sit back and await the results, which shall be revealed to us at the valedictory ceremony! Do tune in!

 

VALEDICTORY CEREMONY

18.35: Ladies and gentlemen! We are about to begin the Valedictory Ceremony of the 5th HSF – NLU Delhi INC 2018. On the dais, we have with us today HMJ Rajendra Menon (Chief Justice, Delhi High Court and Chancellor, NLU Delhi), Mr. Chris Parsons (Chairman - India Practice, Herbert Smith Freehills LLP), Mr. Mark Bardell (Partner, Herbert Smith Freehills LLP), Mr. Aditya Ghosh (Business Advisor and Entrepreneur), Mr. Bhaskar Chandran (Group President, GMR), Prof. (Dr.) Ranbir Singh (Vice-Chancellor, NLU Delhi) and Prof. (Dr.) G.S. Bajpai (Registrar, NLU Delhi). Tarun Sundaram, the Student Coordinator of the competition, introduces the audience to this venerated panel of dignitaries.

18.42: The Vice-Chancellor, Prof. (Dr.) Ranbir Singh, begins his address by congratulating all the members of the student organizing committee for the tremendous success of the competition. He also expresses pride in the 5th edition of the contest, stating that the participation of a brilliant crowd assures the legal fraternity of the bright future of the legal practice. He states that after gruelling rounds between teams over two days, NUJS Kolkata and University of Oxford made it to the finals. He also asks the contestants to take back with themselves fond memories of the interactions between people from different cultures. He concludes by conveying his pleasure at having the opportunity to organize such illustrious an event.

18.53: Up next, Mr. Aditya Ghosh addresses the audience with his words of wisdom. He expresses his delight in listening the two teams negotiate during the course of the afternoon and further states important pointers to keep in mind while negotiating. He communicates the fact that setting an agenda, being clear as to successes and failures, and not being an adversarial lawyer on the table would be key points for triumph. He also states that the negotiating teams must have a clear mind set with regard to what they want to walk away with at the end of the competition. Talking about the style of negotiating, he emphasizes the fact that statements must be exchanged with due deliberation, so as to avoid any regret later. He speaks about during the negotiation process how teams must focus on what would make the other party willing to trade as there are no fixed decisions in a negotiation. There must also be a 'good cop, bad cop' strategy which enables one to change the course of discussion as and when such situations arise. Finally, he states that negotiation requires less technical skills and more emotional attributes, so as to mould oneself appropriately in different circumstances and have the winning edge. He wishes all the teams luck and signs off.

18.56: Next is Mr. Bhaskar Chandran who starts off by congratulating both the finalist teams for their stunning performance on the negotiating table. Talking about days when he used to practise the law, he speaks about how times have changed. He appreciates the teams' replies in the Question & Answer rounds and concludes by wishing everyone good luck.

19.11: Mr. Chris Parsons begins by expressing his pleasure at the relationship between HSF and NLU Delhi. He further thanks the judges for sacrificing their weekends to judge the negotiation rounds with such diligence. He requests the audience to thank both NLU Delhi and the judges for their wonderful contribution in making the event a success. He proceeds to talk about how mental wellness is very crucial for all of us; legal profession being one such area where people tend to suffer from anxiety, stress. Mr. Parsons says that while his Facebook profile might portray his life as a success, he had to overcome alcoholism and depression to become what he is today. He advises everyone to deal with issues dealing with mental wellness very seriously. He concludes by persuading everyone to recognize the gifts they inherently have and use them to the benefit of themselves and those around. 

19.20: Prof. (Dr.) G.S. Bajpai thanks HMJ Rajendra Menon, Chief Justice of the Delhi High Court for gracing the occasion with his presence. He moves on to convey the importance of negotiation skills in life. He appreciates Mr. Aditya Ghosh's idea of introducing the post of a Chair of Negotiation Skills and affirms the university's interests in implementing the same. He goes on to thank all the judges on their valuable contribution to the event, making the event very memorable. He concludes by congratulating both the finalist and the other teams for making the event possible.

19.35: HMJ Rajendra Menon, the Chief Justice of the Delhi High Court, thanks all the dignitaries for their welcoming words. Talking about his visit to National Law University, Delhi, he recalls how he had once come to get his ward admitted here and how he today arrives as the Chancellor of this prestigious institution. He congratulates all the participants for all their efforts and asks them to keep in mind the fact that they have learnt different skill sets that will be useful in the future. HMJ Rajendra Menon states that negotiations are a necessity in the legal system of the country and emphasizes that such Alternate Dispute Resolution mechanisms help in reduction of workload of the courts, allowing them time to deal with more essential matters and ensuring people's faith in the judicial mechansim. On a concluding note, he thanks NLU Delhi and HSF for their efforts in formulating such a wonderful simulation of negotiation proceedings!

19.42: The highly anticipated declaration of winners begins! The Spirit of the Competition award, is handed over to RGNUL Patiala by Prof. (Dr.) G.S. Bajpai. The award for the Best Negotiation Plan is given to none other than MNLU! The award for the Best Negotiator is handed over by Prof. (Dr.) Ranbir Singh to Shourya Dasgupta of NUJS Kolkata.

The most exciting part of the competition, the declaration of the Runners - Up team and Winners begins, with Mr. Chris Parsons handing over the Runners - Up plaque to University to Oxford! Finally, National University of Juridical Sciences, Kolkata emerges as the Winner, after an incredible two days of negotiation! They take home the victory trophy!

19.45: The vote of thanks is extended by the Student Coordinator, Vrinda Vinayak. She thanks all the judges, management, faculty advisors for their wonderful contribution in making the event bigger and better than previous editions. On a concluding note, a thank you is extended to all the volunteers and members of the organizing committee!

And with that, we come to the end of the 5th edition of the HSF - NLU Delhi International Negotiation Competition!

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Like +0 Object -1 Guest 10 Sep 18, 11:55
Noice.
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Like +0 Object -0 Lawyer delhi 10 Sep 18, 22:13
Which team won it?? You must complete your blog.
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Like +0 Object -1 NLUD 12 Sep 18, 23:27
Team 14
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Like +0 Object -0 Guest 13 Sep 18, 23:14
No, Team 14 didn't win (at least not the one marked 14 in this post). NUJS did. At least try to be accurate when you are giving an answer!
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Like +2 Object -0 haha 13 Sep 18, 18:14
Such a waste of time. Classic NLUD
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Like +0 Object -0 Guest 13 Sep 18, 23:15
NUJS won. Oxford was the runners-up.
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