•  •  Dark Mode

Your Interests & Preferences

I am a...

law firm lawyer
in-house company lawyer
litigation lawyer
law student
aspiring student
other

Website Look & Feel

 •  •  Dark Mode
Blog Layout

Save preferences

6th Herbert Smith Freehills - NLU Delhi International Negotiation Competition 2019

The 6th Herbert Smith Freehills - NLU Delhi International Negotiation Competition is being jointly organised by National Law University, Delhi and Herbert Smith Freehills LLP from 06-08 September.

An estimated 131-minute read
 Email  Facebook  Tweet  Linked-in

 b2ap3_thumbnail_images.png

National Law University, Delhi in collaboration with Herbert Smith Freehills LLP is set to organise the 6th edition of the International Negotiation Competition from 06-08th September 2019. 

INC is a first-of-its-kind competition in India which brings together students of the top law universities across the globe. It introduces them to international negotiation and enables them to hone their skills in a myriad number of ways! The negotiation simulations closely imitate the actual legal environment and provide an opportunity to young law students to undergo a holistic learning experience. The problems comprise a common set of facts known to all participants and confidential information known exclusively to the participants representing a particular side. 

The competition offers valuable takeaways for all participants in terms of experience and learning, and the best of the teams take away the winning awards. The Best Negotiation Team is awarded a cash prize of GBP 1000 (INR 90,000 approx.), while the Runners-Up receive a cash prize of GBP 500 (INR 45,000 approx.). The Best Negotiator and the team with the Best Negotiation Plan receives a cash prize of GBP 100 (INR 9,000 approx.) each. The team which best represents the spirit of negotiation through their communication skills receives the ‘Spirit of the Competition’ award and a cash prize of GBP 100 (INR 9,000 approx.).

In the fifth edition of the Competition, around 38 teams, including 21 international teams participated. This edition witnesses the participation of a whopping 40 teams, with 24 teams flying down to India from across the globe.

The participants will first face two gruelling preliminary rounds. The first preliminary round 'Green is Good' revolves around the negotiations of X-On Power Plc, a multi-national, publically-traded energy and utilities company and GreenDream Capital L.P., a private investment fund which focusses primarily in green projects. The issue to be negotiated today deals with X-On's investment in a non-green project in Brazanlia. There are also rumours surrounding employee discontent with respect to equal access to opportunity in the company.

The second preliminary round 'A Brew Will See You Through' revolves around GlindaPop Inc and Lionheart Ventures trying to negotiate the sale of YellowBrick, a subsidiary of the latter. GlindaPop is a flavoured carbonated drinks business that manufactures, markets and retails fizzy drinks products, while YellowBrick is a multinational coffee shop company. With Lionheart announcing its intention to sell YellowBrick in December 2018, GlindaPop shows extensive interest in combining the former's 30+ years experience with its global scale and supply chain.

The quarter-finals simulation is called 'Game of Vapes'. Herein, Stag Group PLC, a multinational company is looking forward to entering the market of smokeless and advanced alternatives to traditional cigarettes. They are poised to take over Dragon Vapes Limited, an early entrant in the vapes market. Together the two entities hope to gain a better footing to improve their presence and performance in the non-traditional cigarette and vaping market.

As we dive into the semi-finals, a rather interesting problem crops up! 'Love at First Swipe' involves the dealings of Tumble, a Bestonian company that specialises in helping people create formal and informal social connections using a 'location-based service', and 'Shaadi with Me', a dating platform. Tumble feels that SWM would be the perfect platform to grow into the Indian market and to develop its non-dating services, and the negotiation revolves around this intriguing discussion.

And for the Finals, we have a negotiation between Rapid Network Connections Plc (RNC), a growing telecom company and the country of Hostaland. In an attempt to establish its foothold in the industry, both parties hope to build a mobile network using the WifiFast technology. Nationalization of the industry with the rise of the left opposition in Hostaland, brings in a political element to the discussion, and takes it to arenas totally unexpected in a commercial negotiation!

This year, around 40 national and international teams are participating in INC:

  1. Australian National University
  2. Christ University, Bangalore
  3. Chuo University
  4. Deakin University
  5. Free University of Berlin
  6. Gajdah Mada
  7. GLC, Mumbai
  8. GNLU, Gandhinagar
  9. HNLU, Raipur
  10. ILS, Pune
  11. Jagiellonian University
  12. Jindal Global Law School, Sonepat
  13. Macquarie University
  14. Melbourne University
  15. MNLU, Mumbai
  16. NALSAR, Hyderabad
  17. NLIU, Bhopal
  18. NLS, Bangalore
  19. NLU, Jodhpur
  20. NLU, Odisha
  21. NUJS, Kolkata
  22. Obafemi University
  23. RGNUL, Patiala
  24. RMLNLU, Lucknow
  25. Seinan Gakuin University
  26. Singapore Management University
  27. Sophia University
  28. University College, London
  29. University of Bonn
  30. University of Bristol
  31. University of Colombo
  32. University of Nairobi
  33. University of New South Wales
  34. University of Oxford 
  35. University of Sydney
  36. University of Technology Sydney
  37. University of the Sunshine Coast
  38. University of Tokyo

Stay tuned for constant updates on our social media handles!

Instagram: https://www.instagram.com/hsfnlud.inc/?hl=en

Facebook: https://www.facebook.com/nludhsfnnc

LinkedIn: https://www.linkedin.com/company/14742420

DAY 1: INAUGURAL CEREMONY

18.30: Greetings people! National Law University, Delhi welcomes you to the sixth HSF-NLU DELHI International Negotiation Competition. We are about to begin the Inaugural Ceremony, with the dais bedecked with esteemed dignitaries. This evening, we are graced with the benign presence of Prof. (Dr.) G.S. Bajpai, Registrar, National Law University, Delhi, Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP, Mr Sarvatrajeet Jajmann, Associate, Corporate Practice, Herbert Smith Freehills, LLP, and Ms. Shruti Anand, Graduate Solicitor, Herbert Smith Freehills LLP. Divyansh Joshi, the Student Coordinator, extends a cordial welcome to the illustrious panellists and introduces us to the event.

It is now time for the Registrar's address!

18:35: The Registrar extends a warm welcome to all our guests. He stretches out a special welcome to Mr. Chris Parsons, Mr. Sarvatrajeet Jajmann and Ms. Shruti Anand. He highlights how HSF LLP and NLU Delhi have been coordinating to organize the prestigious INC, and emphasizes on how Alternative Dispute Resolution (ADR) has mushroomed in India. Mr. Bajpai invites the participants to make the most of this fortuitous opportunity, and believes that they will take a lot home from the event! He greets everyone and hopes the guests will be comfortable and will enjoy the next three days to the fullest. Up next, it is Mr. Parson's address. 

18:40: Divyansh introduces Mr. Chris Parsons, Chairman, India Practice, HSF LLP to the audience. He has been working with the HSF since the last 35 years, and is equally devoted to social service. Mr. Parsons will participate in an India-wide cycling rally to raise funds towards certain social service projects. A huge round of applause to Mr. Parsons! He underscores how India has become home to him and jokes about how his friends call him half-Indian. He extends plaudits to NLU, Delhi for its spectacular growth in a very short time. He specifically thanks Prof. Daniel Mathew for his contribution to the success of this initiative for 6 continuous years. Mr. Parsons talks about how the participants can take back truckloads of experience through ‘peer negotiation’ and encourages the participants to interact and get to know each other; this will foster skills towards communication that transcends diversity. He motivates participants by giving three of his best tips on negotiation!

19:00: Mr. Chris Parsons goes on with his characteristic congenial tone with a tinge of humour to it! He says he identifies himself as an Indian for all practical purposes and requests all the Indians in the room to join him in welcoming all our foreign guests individually. He then goes on to stretch cordial greetings to all the International teams individually and tops it off with a personal anecdote from their respective countries. A delightful little interaction! He tells us that Mr. Marc Bardell, Partner, HSF LLP was unable to attend the inaugural ceremony today and expresses regrets for the same. 

19:10: And here, the Inaugural Ceremony ends. The teams will have their competition briefings now. But wait! The santa has a teeny weeny surprise for you! Divyansh announces that we’ll screen video clippings to introduce all the teams. Yes Divyansh, you have us all agog and looking at the screens! 

19:15: The video clips turn out to be the highlight of the day!

There’s Emily from Sydney giving us a trip to Hogwarts and eating (and sharing) Tim Tams. There’re Fraser and Aidan from Australia recording their video call to introduce themselves. There’s Natalia from University College telling us how she wants to show her buddy Luke around India. There are Alya and Anisa from Indonesia greeting us with a Namaste. There is Yusuke who doesn’t talk much but is here to meet us all with his buddy Kei. There are Charlotte and Sanem who share the video call over which they discussed how excited they were to have been selected for this competition.

There are people who want to explore ADR, then there are people who want to explore Delhi. But every single person shares the same ardency towards honing their skills at negotiation and picking up skillsets and memories forever. What a mélange of participants indeed! Divyansh announces a box of Motichoor ke Laddu for the team with the best introductory video. That’s how we say ‘Welcome to India’!

Santa knows how to make people happy.

DAY 2: PRELIMINARY ROUNDS 1 AND 2

Preliminary Round 1

FLOOR 1

Room 101: Team 105 v Team 120

10.13: Welcome one and all! Both parties, GreenDream and X-On Power have exchanged pleasantries. GreenDream counsel establishes the extent of his authority and expresses concern about the issue of target funding. X-On Power thanks them for their willingness to negotiate, and re-iterates the importance of their shared endeavours. GreenDream goes on to express the vision and conscious corporate practice of the company in the field of green energy, and assert their reservations about working with X-On. And here the negotiations begin!

10.18: The Counsel for X-On begins by expounding upon her role in the company and in this negotiation. She clarifies that she is present only in advisory capacity and Rex, the owner will have the final say. Rex presents a sum of 250 Million to expand into Brazanlia. GreenDream requests information about the shares X-on might have to allot, to which the X-On counsel expresses her willingness. GreenDream is concerned about a clause in X-On’s AOA that causes hurdles in attracting funds and finds their proposal impractical. Jamie, from GreenDream shows his concern about the damage to reputation which they might have to face if they carry forward this venture with X-On. The latter, although agreeing that sustainability is a priority, presents that profits for the company are what the board will focus most on. Counsel explains that it is difficult for the board to go into a new and emerging sector without a safe investment layout.

10.38: GreenDream presents its demand for including Mr. Jamie on the board of directors for X-On Power, especially considering the new role that GreenDream will have to take on starting with this new project. Mr. Rex again mentions how the shareholders are still sceptical of this enterprise and seek clarifications about how exactly a green energy plant will run and the technical viability of it. Proposes an investment plan which is phased out, GreenDream is keen on this proposition. GreeDream Counsel seeks a public declaration about MR. Jamie's seat on the board and the phased-out investment plan. X-On counsel agrees on this, X-On would issue a declaration of their intention to grant a seat to MR. Jamie on the board and a moral commitment by Rex Anderson to carry out green energy projects with sustainability as a priority. 

As GreenDream is still concerned about the priority of sustainable practices in future ventures, Mr. Jamie proposes an alternative of X-On employing him as an advisor rather than as a member of the board. X-On is unsure about the motivations behind this sudden shift in demands. Mr. Jamie clarifies that this is a short-term arrangement only to help X-On transition smoothly into the Green Energy sector, considering his expertise and experience in the field.

10.55: GreenDream seeks clarification as to whether X-On would continue its current projects, and if they would be willing to have Mr. Jamie as a guiding force in those projects as well. Counsel for GreenDream brings up the issue of rehabilitation of displaced communities with regard to their current project in Brazanlia. Rex Anderson clarifies that their practices are in accordance with the existing policy regulations in the jurisdiction. When GreenDream presses on about the negative public image that X-On is suffering and the impact it might have on their new venture. X-On clarifies that they take all industry standards very seriously and their corporate and HR policy is aligned to those standards. Finally, GreenDream Counsel lays down the points that they have agreed upon a 5% buy-in by Mr. Jamie and him as an employee in the short run. Both companies in the new venture will abide by the policy regulations in the industry. Both parties reiterate intentions, thank each other on a successful negotiation.

Room 102: Team 124 v Team 113

10:15: Good Morning Ladies and Gentlemen!  The teams have exchanged pleasantries and the prelim 1 begins! X-On Power Plc. expresses appreciation of Greendream capital for choosing negotiation as the process of resolution. GreenDream acknowledges their regards of the same. X-On emphasizes how the company has been nourished with her own sweat and blood. And now the parties are all set to negotiate!

10:20: X-On apprises GreenDream of their plans about investing in Brazanlia and requests to include the quandary in the agenda for the day. Their counsel also puts forth the issue of the O-list, a list of the US government regarding sensitive investments. GreenDream questions X-On in order to further information about the Brazanlian target. Rex emphasizes how the plans are very confidential but since Jamie has a 23% share and Greendreams is a close partner of X-On, she accepts the request and briefs them about the scenario. She explains how diversifying and moving out of the middle east is crucial for X-On and how Brazanlia can be an excellent step towards it. Jamie suggests how his strong academic and research background will come in helpful towards their collaborated venture. X-On requests further information about GreenDream's 'environment friendly' projects. Jamie tells how the green investment has been gradually growing and how it reinforces the company's public image. He also suggests that the Brazanlian profits can be used to fund more green projects which would yield further benefits. X-On agrees upon the same. A consensus ad idem! X-On appreciates the fact that GreenDream has not closed down its renewable energy initiatives. The parties move on and towards the numbers now. X-On says that it requires an amount of $250 million for the project and the payment structure is open to negotiation. Rex's counsel apprises of her 40% stake in X-On vis-a-vis GreenDream's 23% stake. They wish to elevate the stakes by 10%. GreenDream takes a caucus at T-37!

10:32: GreenDream is back into the room with a whole bunch of strategies and numbers! It agrees to fund X-On on the condition that investments are pumped into renewables. X-On puts forth that the required investments might take some time and want to know about Greendream's commitment towards funding them in the meanwhile. GreenDream wants assurance that the funds will go into green projects. X-On needs to discuss the quandary, and take a caucus 30 minutes into the round!

10:50: X-On is back into the room. It offers a 5% share for the first payment. They offer another 5% share for the next $150 million towards payment;  It also presents a clear picture of the shareholding structures they've planned. They're concerned about the shareholders besides Rex and GreenDream and want to remove this element of uncertainty from the negotiation. GreenDream suggests a percentage shareholding structure to alleviate the concerns of both sides. GreenDream offers a further 50% fundings in return for amelioration to 33% stakes in X-On. X-On offers 10% stake for the first 2 million and they could raise the next 3 million from other sources. X-On says the investments other than that made by Greendreams would most probably come through instruments like convertible debentures or outright funds. It wants to make sure that GreenDream agrees to that. It does! Consensus! X-On is glad that their plans are aligned. It also expresses appreciation of Greendreams mode of operation that is based on ideals besides profits.

11:00: Rex also puts forth her desire to make the Brazanlian target gender exclusive. She, being a woman, believes that there is a  need to bring in more women at the executive as well as blue-collar levels in the project. She reinstates that the project should have around 50% of its workforce from each gender. X-On agrees. Rex also expresses her concerns over the recent rumours about inequitable work conditions. Her stand is that a committee with a fair proportion of women must be constituted to look into the matter. She also suggests a strong gender equality policy for the venture. GreenDream accedes to her demands.

The parties rediscuss the equity distribution structures. GreenDream suggests a common board for both the ventures to imbibe a stronger collaboration. X-On expresses its reservations regarding the same. But Rex ensures that she will discuss it with her board. X-On concedes that the governments worldwide as well as individual investors are enthusiastic about green projects and the field looks promising. The teams jot down the minutes of the negotiation and wrap up the rounds.

11:15: The Question and Answer session for GreenDream has begun. Judges pose questions regarding the shareholding percentages. They also ask why the concerns regarding the other shareholders were raised, because both the parties together essentially hold the majority stake in X-On. They answer that the concerns were raised to test how far X-On would go with the deal. The judges also ask why GreenDream didn't push for more representation and executive posts when the parties were heading towards almost equal shareholding in X-On. The team answered that they had certain issues in mind and didn't want to deviate from the same. Also, they were unsure about the other party's response towards the same.

11:20: X-On comes into the room for the Q/A. Judges ask why they didn't push for more investment as they could've managed a 200 million instead of the 150 that they struck a bargain for. Judges ask Rex to point out where she thinks she has outrun the other party. She points out how she was able to strike a bargain at the investment. Also, how X-On emerges as a leader on the gender equality issue. The counsel points out how GreenDream makes the venture hybrid and makes it more attractive to the market and the investors. The judges also tell them how they should ensure equal distribution of speaking time and give a chance to the other party to raise their issues. They also pointed out how they must not be in conflicts amongst themselves and coordinate while speaking to the other party.

The Q and A ends here.

Stay tuned!

Room 103: Team 111 v Team 110

10:20: The parties are seated and have exchanged pleasantries; they are expecting to have a successful discussion. The parties introduce themselves; on one side of the bench we have X-On (CEO- Rex Anderson), a publicly-traded energy and utilities company and on the other, we have GreenDream (General Partner- Jamie Longsberg), a private investment fund involved primarily in green projects. The agenda is set which is to address X-On's opportunity policies and discuss the rumours about gender inequality in the working of the firm. 

10:25: Rex starts off by expressing the importance he places on X-On's reputation. They thank GreenDream for not accusing them of any gender discrimination without the facts. They give their word to the GreenDream board to take this issue seriously and investigate the same. They expressed their apprehension towards the media in this situation because of their position in the industry. X-On's counsel spoke about the review committee set up for their gender policy and also of the internal complaints committee which has independent adjudicators to make sure it's unbiased. GreenDream's board mention they're glad it has been taken seriously. 

10:40: With GreenDream satisfied with the arrangements been made to deal with the rumours about unequal opportunity in X-On, the parties move on to the next agenda which is about X-On's plans to take up a non-green project in Brazanlia. GreenDream's counsel is pleased to hear that X-On has plans to use the profits for an Eco-friendly cause. Yet, he raises a question of why X-On is choosing a non-green project alone for raising profits. To answer her concerns, X-On's counsel talks of the unpredictability of the power industry and reiterates the stability this project would provide. They would also be taking to equity financing for the same which is why they would need all their shareholders including GreenDream. 

10:55: Jamie urges X-On to put themselves in GreenDream's shoes because the investment is large and they haven't gotten any assurance of their benefits in this project. Rex and his counsel suggest various options including backing investments with documents about the use of both the funds that are being invested and the profits that would yield. X-On opens an offer to GreenDream's board to drawing a Confidentiality Agreement about the same and a board seat on X-On. Jamie appreciates the offer but will be willing to give confirmation about the same only after further review. GreenDream's counsel suggests a shift in the workings of the firm into two business lines- one with green projects and the other will non-green projects. Rex acknowledges the idea but raises concerns about this division of power. He also speaks of how from a PR standpoint, this would be harmful as an entire division would be involved in carbon emissions. However, they would be willing to create a distinction within the management because then the research and development could be more targeted. They offer GreenDream to lead the green line of management.

11:15: Rex talks of the possibility of takeovers for these green lines of management. They seek the approval of GreenDream's board about the same. Jamie mentions that maybe a joint press release about the interest they hold in future green projects. However, Rex feels that the fact that they will be taking up a non-green project in Brazanlia will be contradictory to any such statement. However, they are willing to express their understanding that green projects are, in fact, the future of energy. The two parties summarize the points discussed as of now including Jamie's board seat in X-On, the usage of funds, the splitting of X-On's line of management (from within) and the plans X-On has to move their headquarters. They come to a mutual agreement on these, as a conclusion to these issues. GreenDream finally conveys that they wish to know what percentage of the profits from the Brazanlia projects will be backed into green projects. However, Rex says that providing an exact figure is a dicey situation and that decision can only be made (especially due to the nature of the industry) after the project has continued for a while. They make it clear that they will put a policy statement about their support towards 'green' projects but don't wish to be bound by a figure that may not work in anyone's favour. 

The teams express their gratitude to each other for keeping discussion civil and are happy they have reached common ground. They wish to continue these talks and carry on healthy discussions like such in the future as well!

11:25: In the Q/A session, X-On is asked how they hope to tackle market perception because of their investment in Brazanlia. X-On replies that association with GreenDream will help them and that they will be more than willing to release a press policy regarding their future green projects. GreenDream is questioned about their market perception and investment in X-On. They say that in an industry such as oil and energy, it is not possible to be associated with a firm which invests in green projects only. They also seek on building their investment and relations with X-On on a long-term basis! And with this, we come to an end! Do stay tuned for more updates.

Room 104: Team 116 v Team 131

10:19:  Good afternoon ladies and gentlemen! Today we have both X-On Power and GreenDream on the negotiation table to discuss. The round started with quick introductions from both sides. Both teams introduced themselves and discussed the various things that they would like to discuss during this negotiation.

10:29: Both teams discuss the employee discontent that is currently cropping up. Discussions have continued to centre around this topic, with questions about how X-On Power is going to deal with the issues including the reputational damage that they will face. Keeping this in mind, they show scepticism around how X-On will get around this, and still be able to secure further funding. X-On Power explains that they need to seek further knowledge about green energy projects and that they need to invest further.

10:43: GreenDream continues to hammer down on the point that they need a surety from X-On management that employee discontent and resettlement issues will be taken care of. They also demand that X-On shares an agenda to deal with these issues be shared with them. Ideas about a tax free spinoff are discussed. X-On did not show much interest in the idea. GreenDream further explains that during X-On's manufacturing, a lot of methane is used due to which they have a very high carbon footprint, to which they produce to reduce that, which X-On shows a lot of interest in.

10:56: GreenDream continues to explain that they have the technology to reduce the by-product that is emitted during X-On's manufacturing processes, and explain that this will not only help in reducing the carbon footprint but would also help in protecting the ecosystem's and the environment. X-On readily agreed to all of these proposals. GreenDream then explains that they have heard that the CFO of X-On has been discriminating between men and women, to which X-On replies that such a thing is definitely not happening and that they do not expect any fallout. They further explain a system of promotions is there, but it is not discrimination, it is only based on merit. X-On also adds that they will be setting up a committee to handle such complaints very soon.

11:07: GreenDream explains that they are totally interested in helping raise capital and are even interested in convincing other shareholders, but they need their needs to be met. They also explain that they want to provide green electricity for running gas plants. They explain that by replacing the source of the energy, they will be using green energy, which will bring sustainability at every level. X-On has trouble understanding and making a decision, to which the GreenDream board further describe that solar energy is more green than hydraulic energy. X-On asks for the costs that they can expect to incur and also express their demand for a separate solar power plant that will produce solar energy for them. GreenDream explains that this is what they had in mind in the first place. GreenDream also iterates that they do not know what the expected costs X-On can expect to incur will be and that they can only estimate this by talking to their team. With this, both teams end their discussion on a warm note. What a negotiation this was!

11:20: The first Question and Answer session was for X-On. The judges firstly question why X-On did not lay down any of their requirements during the negotiation and that what made them agree to all the requirements of Greendream without raising any concerns. The team explains that all the demands were reasonable and that those demands benefited them only. They are then asked that by giving Greendream a position of CFO, does X-On think that they will be able to achieve their goals. X-On states that they feel that it is the best decision in their opinion.

11:28 - The judges ask really interesting questions. They firstly question whether GreenDream thinks that they have expertise in green energy products, to which they explain that even though they are an investment fund, they have expertise in green projects. The judges, unsatisfied with the answer, then question why GreenDream accepted the position of CFO, and whether they think they will be doing justice to the position. They explain that the position would allow them to address the reputation concerns for X-On and that it will allow them to achieve their targets for GreenDream.

Room 105: Team 115 v Team 130 

10:25: Both teams, X-On and GreenDream greet each other and exchange pleasantries. They are hopeful of reaching an amicable agreement through these negotiations. The lead is taken by X-On Power PLC to begin the negotiations. And here we go, ladies and gentlemen!

10:40: GreenDream clarifies their stand on beginning a project in Brazanlia, considering the "environmental hazards" that a project there poses, and states their objections to the same. X-On's CEO Rex Anderson tells the opposing party that while they are willing to go forward with the Brazanlia project, they are also open to other alternatives. On being asked if X-On is ready to direct some amount of profits from 'Target' to 'green-energy', X-On agrees to do so if GreenDream agrees to publicly support 'Target'. This discussion is put away for a later time after agreeing on a temporary level of 35%.

10:55: X-On indicates the benefit of the first-mover advantage they have in 'Target', which combined with the diversification drive in the firm is an important project for them. GreenDream asks for the manner in which X-On studies and decides on which "green projects" are selected. On being told that no special and specific body of people are tasked with this work in X-On but it is done by the Board of Directors, GreenDream's counsel suggests that Jamie is nominated to the Board considering her expertise in the sector and performance record with X-On. X-On takes a caucus to discuss the proposal.

11:10: With X-On's unwillingness to agree to the proposal, GreenDream asks X-On the manner in which investment for 'Target' would be raised. On hearing that they are looking towards raising capital from equity, Jamie sweetens the proposal with a willingness to provide capital for the project in an appropriate time if X-On agrees to let Jamie on to the Board of Directors. When X-On states an issue with the existing shareholders unwilling to increase the dilution of their existing holdings, Jamie and her counsel explain that they will be ready to influence the Board and the shareholders as well as other investors for this. X-On indicates that the board may not be comfortable with Jamie introducing the proposal, with giving any other commitments.

11:20: The side from GreenDream lists out their willingness to provide investment and provide media coverage, but they request X-On to state a clear number of increased investment that would be required to make 'Target' project "greener". X-On states that if the project has to be made "greener", it must be more than $250 million, in terms of the more investment required to make the project, as said, "greener", which would be what the Board would agree to. Jamie clarifies that GreenDream is only willing to invest in the project if the project is "greener" than the initial proposal. The teams discuss the final aspects of the agreement and agree to discuss the technical and numerical parts in future correspondence. On being asked about the issue regarding equal opportunity, the counsel from X-On states that from a legal standpoint, no issue and discrimination has happened. They assure GreenDream that the public image of the company will not be hampered through this.

11:27: In the Q/A session, X-On is asked why the team was surprised to be asked for a seat on the board of directors, the team explains that to make the negotiation more natural. The teams are also asked about why they agreed to a 'baseless' promise to get shareholder approval by a minority shareholder (GreenDream), especially when the other investors are more connected to X-On than to GreenDream.

11:37: GreenDream is asked why they did not pursue the gender discrimination issue, to which the paucity of time is attributed. The judges bring to notice the lack of legal structures and legal discussions in the negotiation and address the late introduction of the main point of investment structure in the negotiation. They also ask as to why the gender discrimination issue was not used as leverage in the negotiation.

FLOOR 2

Room 201: Team 108 v Team 127

10:16:  The round begins on an amicable note with both teams greeting each other and exchanging pleasantries. GreenDream is open to acquiring more of X-on Power, and hopes to come to a mutually beneficial solution but does not have the authority to purchase any equity at the moment. The teams begin to negotiate on other points of interest.

10:31: X-On Power asks for 250 million but GreenDream seeks to negotiate a lower price. The teams talk about what they bring to the table such as more investors in the company. Further, GreenDream is looking for a general consensus and is unable to discuss specific numbers so the teams move on to other points of contention. GreenDream is reluctant to invest in the project in Braznalia due to the negative environmental impact it would have an effect on the environment and wants a good amount of profit from it, in order to invest in green projects which would allow them to maintain their reputation. X-On Power requests a caucus at this point.

10:46: On returning from the caucus, X-on Power lays out the reasons the Braznalia project is of extreme importance to the company. GreenDream reiterates the two conditions it had put forth- sustainability and a commitment of profits to green projects. They propose an initial 5 per cent of profits to go towards green projects but want the option of investing more profits in green projects in the future. X-on agrees on both fronts. Further, they discuss giving a board seat to GreenDream in exchange for more capital. The teams then discuss the equal opportunity issues in the company and  GreenDream requires assurance regarding the issue before buying a more significant stake in X-on Power. They also want a public statement from X-on Power pledging to decrease their carbon footprint to which X-on power replies in the affirmative. GreenDream then requests a caucus. 

11:01: The teams return to the topic of the Brazanlian project and GreenDream agrees to go forward with it only if it meets their sustainability criteria. GreenDream promises to raise equity for a guaranteed board seat, and X-on Power agrees. The teams vow to have a further meeting to discuss the exact figures. X-on Power agrees to review their Gender Policy and is amenable to splitting the business with one part being more geared towards green energy. The round ends on an amicable note with the teams agreeing on a majority of the issues.

11:05: In the Question and Answer session, the judges question X-On whether or not they were satisfied with the deal, to which they reply in the negative, stating that they were not able to acquire the capital they were looking for. The judges remarked that they conceded too easy and could have leveraged the board seat as it was apparent that the other team really wanted it. They also said that the team should have thought more on their feet and also should have been better prepared. The judges congratulated GreenDream on a brilliant performance, one of their only criticisms being that they revisited a couple of issues too much and could have been more conclusive regarding them. They also said that they need to respect that the other team is absorbing and processing, all the while keeping a bigger picture in mind.

Room 202: Team 126 v Team 125

10:20: Good Morning and welcome to the Preliminary Round 1 of the 6th edition of the HSF NLUD International Negotiation Competition. Both the teams have arrived in the room and have exchanged hearty salutations with each other and with the judges. The client for GreenDream, Jamie, cherishes the relationship with X-On and defines the issues, to discuss questions regarding the funding, administrative control, equality of opportunity. The counsel for GreenDream also raises similar issues and aims to facilitate an amicable solution. The counsel for X-On believes that funding would be the number one issue. Both parties agree to first discuss the funding and then move on to other issues. 

10:35: Rex raises the issue of the exact amount of funding to be required and to this, Jamie asks for more details regarding profitability and timeline etc. Rex replies that they do not have the exact details yet. The counsel for GreenDream raises the issue of the impact of the project on the ecology and expresses concern over the bad PR surrounding it. So, they ask for certain safety nets to ensure that the project is environmentally sustainable, and that reputation of GreenDream remains intact. To this, X-On replies that they are aiming to move towards sustainable projects, but their mainstay is Oil and Gas and they need to remain profitable in order to move towards greener options. GreenDream requests that a certain percentage of future profits from this project be reinvested in green technologies and projects; they then inquire about the manner in which X-On would like them to invest, whether loans or shares. X-On prefers to not take a loan as they don't want further debt, so they prefer investment in the form of issuing shares to GreenDream. GreenDream replies that they would be amenable to this option and hope for a greater amount of administrative control, by getting two seats at the board of X-On. To this, Rex says that she would be amenable to providing two seats at the board over increasing the shareholding of GreenDream exponentially.  

10:50: Rex requests Jamie to be one of the new board members. Jamie is amenable to this proposal and feels that this would help create a greener future for X-On. They now move on to the next issue, that of the problem of 'equal opportunity' at X-On. Jamie first asks for more information and clarifications on this issue. To this, Rex replies that he has received emails from whistleblowers that the CFO has been exercising gender discrimination in promotions. He also says that they are still investigating the issue. To this, Green Dream hopes that X-on is able to put in place new policies to prevent such issues ion the future. X-On concedes that there is a gap in the policies as of the moment, which has created these problems and unequivocally states that they would update their policies to industry standards. GreenDream's counsel then requests X-On to try and keep these issues out of the media and request to remain updated on the investigation as it progresses. X-On is amenable to this proposal. Rex then summarises their discussion till now and what they have agreed upon till now. Now, they head out for a 5-minute caucus to discuss their further course of action. 

11:05 The caucus is over and the teams have resumed their discussion! GreenDream heads back to the issue of funding. They state that, besides getting the two board seats, they also ask for a much greater amount of shareholding and a discount on the prices of the shares. However, X-on is not amenable to this. They say that since they're providing two board seats, providing a discount would not be something they would be amenable to. To this, GreenDream replies that X-on can add another board seat for Rex and then give them one board seat and then provide them with a certain percentage of discount on the prices of shares. GreenDream also state that they would be amenable to invest an amount over and above the requirement for acquiring the target so that X-on can have a greater amount of liquidity. X-on agrees to this proposal. GreenDream also requests that 20% of profits from the new venture be reinvested in green tech. However, X-on is not amenable to this proposal. They state that since they have agreed to provide two board seats to GreenDream, GreenDream would already have a great amount of control over the future of the company. Since the profitability of the venture and details regarding the timelines are sketchy at this point, they don't want to be tied down. 

11:15 Both the parties go over the issue of equality of opportunity briefly. GreenDream seeks a written commitment from X-On regarding the same, to which X-On agrees. They also go over the issue of a discount for the prices of shares. They agree on a figure after prolonged discussion, contingent upon X-on making a public commitment, via a press statement, to pursue sustainable agendas. Rex states that since Jamie will now be one of the board members, he can head the sustainability agenda of the company and make this statement on behalf of the company. GreenDream thus agrees to fund the new project and X-on agrees to the proposal for two board seats for GreenDream. With this, they conclude their discussion and express their gratitude towards one another. Now, the representatives of X--on head out while the other side has a Q&A session with the judges. 

11:25: The first Q&A session is with the client and counsel of X-On. The first question from the judges is why did the representatives not state the exact estimates of the profit of the venture etc. To this, they say that they are genuinely sketchy on details and to maintain a stronger negotiation position, they did not want to reveal their exact estimates. The next question is why did they agree to give two board seats to GreenDream? To this, they reply that they were trying to placate the other side and maintain the negotiation position.

11:30: The first clarification the judge requires from GreenDream is regarding why they came upon a figure of 20% profit to be reinvested. To this, they reply that the same was based on the estimations made by their accountants. The next question is why were they amenable to dilution of their shareholding? To this, Green Dream replies that the dilution would be very minimal and since they received two board seats in return, they felt that this is a concession they were prepared to make for the same. With this, we come to the end of the negotiation round. 

Room 203: Team 138 v Team 123

10:20: Good Morning one and all!. Both sides begin by exchanging salutations. X-On Power initiates the negotiation by thanking GreenDream for taking out time for this negotiation. They discuss the negotiation points they will be discussing today. Both sides raise the issues pertinent to both. Both sides settle on arriving at an amicable solution, and now we begin!

10:25: GreenDream highlight the interests of their company in the green field sector. Both sides agree on discussing the environmental impacts of their projects and the cost factors. X-On Power commits that the green projects they have at present are vague; they do realise that their Board of Directors as of now is not aware of the advantages of green energy and neither do they understand its importance. X-On power question Green Dream about their foothold, and shares in their company, as also their financial capacity to increase equity. The negotiation is proceeding at a good pace with good and lucid arguments from both sides. They cannot offer new shares on a non-pre-emptive basis. X-On Power now arrives at the main question of whether GreenDream would be amenable to increase their shares towards the project in Brazanlia.

10:50: Both sides are seen at striking at main points of the debate today. GreenDream state that they have no issues with increasing their shares in X-On Power but the only concern that faces them is the opinion of their investors. X on power are sorted and determined in their approach. They place two options before the other side. they offer them to acquire share offering on a non-pre-emptive basis or having a share offering between Green Dream and Rex and look at if Green Dream would be willing to offer shares in exchange for something. Increasing shares by Green Dream in return for a board seat for Jamie is discussed; X-On offers 280 million shares for GreenDream, with the percentage of profits are to be discussed thereafter. And the team has now taken a caucus!

11:05: The negotiation has taken on an interesting turn with both sides discussing imperative points. X-On admit that they have been looking into the complaints and they have been abiding by legislations. GreenDream ask X-On to consider reviewing their employment satisfaction policies. The issue of employee discontent and gender equality is amicably settled on by both sides; however, the investigations would be privy to X-On power.

Room 204: Team 122 v Team 136

10:25: Hello and welcome all! The teams greet each other, and X-on explains why they would like to acquire the target in Brazanlia; they explain their need for a secure foundation to build their profits first and then direct the profits from Brazanlia to further green energy projects. They were unsure about the exact percentage of profit since that would be contingent upon the success of the project and continuous profitability.

10:40: The GreenDream team mentions their scepticism about X-On's ambiguous commitments with no established timeline, percentage or number when it comes to their investments in green energy. They want a commitment that X-On will further their shared sustainable agenda. There appears to be an impasse as both parties struggle to make concrete agreements on these issues. GreenDream wants a proper comprehensive plan from X-On outlining the goals of this venture and a clear timeline and percentage. Upon consultation, GreenDream asks for 50% of the venture profit to be directed into green energy, which is unacceptable to X-On. X-On is willing to direct 2% of the profit upon GreenDream's promise to invest in the target acquisition, 250 million pounds. GreenDream wants to deliberate upon this and the question takes a backseat. GreenDream wants to offer 50 million pounds with a commitment to reinvest a percentage of profits towards green energy. They also expect a stake in X-On's board to be able to view the outreach of this promise. The GreenDream team moves out for a caucus to discuss the idea of a stake in X-On's board.

11:00: The GreenDream team presents the following demands: They are willing to invest 100 million pounds with three conditions, acquisition with sustainability, a stake in the board, and a commitment to invest profits in the green energy sector. They want a report ensuring zero environmental casualties prior to the investment as an unbreakable promise. X-On thinks 100 million pounds is a little low, and want 150 million pounds to abide by all conditions as a stake on the board is a very serious step, needing a more lucrative introduction. X-On illustrates recent findings in their research, admitting it is partly true. Their CFO had been vetoing motions of female staffs because gender policies are insufficient as per industry standards even though they are sufficient by legislative standards. They are in the process of fixing that. GD enquires about future plans to raise the standard in X-On. They want to complete transparency in the recruitment process in addition to their three demands for their investment of 150 million pounds. The 25% per cent profit dedication target is still in contention.

11:16: A timeline of 10 years is established by X-On after their caucus. For the first 5 years, they are willing to dedicate 10% of their profits yearly to be dedicated to green projects. After 5 years, they can invest 25% of their profits every year. They are also willing to execute their seat on their board and adhere to equality and sustainability commitments with a stronger corporate equality policy published to the general public. The renewed fund commitment in question is 200 million pounds, which GreenDream refuses. They reiterate the 150 million offer, which is increased to 170 million by X-On with the five conditions intact. The teams come to an agreeable consensus and wrap up the meeting.

11:20: The X-On team was asked they convinced the other party for the non-green energy sector investment. They stressed upon a gradual transition, with the 25% profit spread over 5 years with a slow start of 10%. A legal contradiction is questioned, where the stake promised was 23% but the profit dedicated was 25%. A disproportionate ratio of profit distribution, where they were giving away more than they were getting, was brought up, revealing a disparity in the offer.  

11:25: GreenDream was questioned about putting money in conventional sources: how did they allow it as a large conscientious company? The question was countered by saying that since profits go back to green energy and they had assurance, they agreed. The judge mentioned how their deal was completely contingent on big commitments and less action, especially as X-On had failed to control their equal opportunity policy violations so far. But overall, their efforts at a good deal were lauded.

Room 205: Team 121 v Team 119

10:17: So ladies and gentlemen, here we are at last! Today we have X-On Power plc and GreenDream with us. The participants exchange formalities and pleasantries and introduce themselves to each other. They put forward their thoughts and commitments and express a hope to reach a common agreement.

10:32: X-On puts forward their intention to generate more funds for a new venture, $250 million to be precise. They mention the market being volatile, especially when the price is so huge. They mention their worries regarding the employee 'murmurings' and ask for Mr. Jamie to put forward his questions and reasonings; he appreciates X-On's work over the years butmentions his discomfort regarding the Brazanlia project. They put forward their views to move towards renewable energy from oil and gas, that is, their present venture. He expresses his concern regarding the employee agitation and wants to know more about the issue. The counsel for GreenDream highlights the agendas: GreenDream questions regarding the shareholdings in the future and their position in the company, along with pacification of employee grievances. X-On quickly summarises their points and seeks to move on. 

10:45: The client from X-On mentions as to why they hope to move forward in generally a new area, that is, Brazanlia. They mention that they understand GreenDream's concerns regarding a move into oil and gas again and not green energy along with the fact that they do not have the requisite expertise and funds for a new and abrupt green project at this point. Jamie mentions that the expertise and the scientific know-how can be provided by GreenDream and they can lead X-On as they have in the past. They also put forward their primary condition- a seat on the Board of Directors. X-On seeks a need to clarify- at the moment they stand as a hybrid company but don't see themselves being a green company, looking at the paucity of funds. Rex mentions this in the capacity as the CEO of the company. They ask Jamie as to what their proposals for X-On are now that they seek to make the company grow. Jamie mentions that they don't mean to make X-On 'wholly' green. They need X-On to shift 10% of their profits towards green projects. they seek certain CSR obligations from X-On's side in the light of the dismal conditions of Amazonian rainforests, rehabilitation of the stranded animals and humans and funds for technology to capture CO2 to bring down the emissions. they seek to know as to how they envision the raising of the capital. 

X-On's counsel summarises the points yet again!

11:10: X-On understands GreenDreams's concerns but seeks to push away the need to talk about the carbon emissions looking at the paucity of time. Also, the technology and cost requirement seem way too much for them to digress and enter in a new arena altogether. They put forward their scepticism regarding venturing in a new program without the shareholders' approval. They want to know what exactly GreenDream got to hear regarding the employee 'murmuring'. GreenDream seems especially persistent on not letting go of the climate change and sustainability agenda. X-On reiterates the paucity of funds and time yet again. they mention it being too premature to comply with all their demands. they cannot discard the idea of other interested shareholders. GreenDream- "are we settled on the board seat?" (They are!) They look forward to moving towards equal opportunities agenda. X-On still wants their approval for the venture. And yet again mention the paucity of time left for the negotiation. 

11:20: All right everyone! The time for the negotiation is up (with extra time by and both the teams look well settled with the points they put forward. It is time for Team 121's Q&A session. The judges ask for the valuation report from X-On. Also, how is an investor going to make an investment without a valuation? The main aim is to get a green company to make an investment and not impede the process. Appreciate GreenDream's profits in the near past. How critical is a valuation for making a decision? Seems like the judges are interested in knowing why X-On didn't draw up a valuation, after all. 

11:35: It is now time for Team 119's Q&A session! The judges ask the counsel as to why there arose a confusion regarding the 10% shares X-On mentioned during the negotiation. Was it a strategy? GreenDream expresses their genuine inability to understand the context. The judge moves on to ask how the Board Seat bridge could bridge the gap? Mr. Jamie puts to light that according to him and his counsel, the criterion of selection (elections), is the best way to bridge the gap between the needs of GreenDream and X-On. The judges seem satisfied with the answers. 

Preliminary Round 2

Meeting Room 1: Team 140 v Team 128

13.57: Welcome back people! We are all set to begin! GlindaPop Counsel introduces himself and his client after both teams exchange pleasantries. Counsel establishes that they will first like to talk about why they want this deal and then about the steps that should be taken to realise it. YellowBrick counsel lays down three main objectives for their party. First, that her client's legal interests are protected, that the CSR initiatives it carries out are maintained and that its employees are protected. Considering the growth rate of the business and the brand value that it carries, YellowBrick proposes a price of 4.5 Billion. GlindaPop counters it by presenting a sale at 3.2 Billion with 1.7 Billion upfront and 1.5 Billion spread out over three years, provided that the company achieves at least 5% profit every year. Their evaluation is based on recent market trends and other factors such as the investment outlook of GlindaPop. YellowBrick feels that 3.2 billion is too low, as they evaluate their company at 4 Billion with 500 million as a premium. Wishes to renegotiate. GlindaPop agrees to move to other issues for the time being.

14.13:  GlindaPop counsel wants to establish the nature of the takeover and feel it's very important that the Intellectual Property Rights are seamlessly transferred to GlindaPop so that there is no contest or controversy over it in the future. LionHeart's interest is affirmed by the iteration that they want to retain the rights to maintain and run the Coffee-vending machines that they run in SleepEasy hotels (another subsidiary of LionHeart). The negotiation then moves on to the question of the role and independence of Mr. Giovanni Alfonsi in YellowBrick under GlindaPop. GlindaPop feels that a retention agreement with Mr. Giovanni is vital, to ensure that he doesn't terminate his employment abruptly, only then will they be able to ensure his continued role in the company, and the CSR initiatives that he wishes to carry out. GlindaPop then wishes to discuss the CSR initiatives that YellowBrick carries out and which of those they are willing to commit to continuing. YellowBrick lists out the CSR initiatives that it wishes to retain. GlindaPop inquires about the motivations behind these initiatives. YellowBrick explains that they wish to give back to the community while improving their brand value. GlindaPop agrees on continuing the practice of donating 10% of profits and helping coffee beans farmers.

14.30: The discussion moves back to Mr. Giovanni and GlindaPop reiterates the need for him to consent to a 10-year retention agreement so that the legal interests of GlindaPop in the upcoming years. Now the question of the post-acquisition value of YellowBrick is discussed upon. The issues of a licensing agreement, supply of coffee beans, a non-solicitation agreement and a non-compete based on Lionheart's demand to retain the right to continue running the coffee-vending machines in the existing subsidiary hotels. LionHeart is unsure about a non-compete outside of the European market as it intends to expand its coffee-dispensing machines and hotel businesses in other countries. Since they are not able to arrive at a common ground on the issue, they decide to pin this issue for now and move on to the issues they have successfully discussed. YellowBrick expects an immediate payout of 1 Billion in order to help expand into the US market. GlindaPop finds this unfair to pay for 1 Billion for their own competition in the US market unless they get a non-compete.

As the negotiation nears its end, the teams briefly revisit the matters they have agreed upon and aspects that still need to be discussed further.

15.15: YellowBrick was asked why they reduced their upfront amount to 1 Billion when GlindaPop had proposed a much higher amount of 1.7 Billion. YellowBrick explained that this was based on their intention to avoid a phased-out acquisition as they wished to sell before they ventured into new avenues. The importance of Mr. Giovanni as an asset was also discussed. GlindaPop was questioned on their acquisition model which placed responsibility for profits on YellowBrick for three years even after effective control shifted to GlindaPop. They explained that this model was based on the idea of retaining a connection with the previous owners and to ensure that their inherent structural inconsistencies do not cost them in running their business. More questions were asked about their overall strategy and the weighted importance of a different agenda.

Legal Aid Clinic: Team 117 v Team 118

14:00: Good Afternoon people! We've finished the first preliminary round and are now heading into the second prelims. Both the teams are ready in the room. They've greeted each other in a very cordial fashion. And the round begins! Both the parties are grateful to each other for resorting to the negotiation and look forward to a wholehearted consensus. Glindapop views Yellowbricks as having significant in-house expertise in the coffee business. GlindaPop's primary incentive behind the acquisition will be to ensure it's own seamless entry in the coffee. Lionheart appreciates Glindapop's global outreach.

14:05: Lionheart emphasizes certain points on its agenda, Corporate Social Responsibility (CSR) being one. It also wants to ensure that its association with its workers and supply chain will not be harmed even after the acquisition. GlindaPop raises a caveat that its statement by no means implies that their business is on a downgrade, but just that it seeks more expansion which it hopes to pursue through Yellowbricks. They also underscore that though GlindaPop's CSR concerns will be at the back of their mind, they remain a profit-making company seeking expansion into the coffee business and health drinks market in general. GlindaPop solicits more information about Mr. Giovanni's role in Yellowbrick and will he come in as a part of the acquisition. YellowBrick seeks clarification as to why Mr. Giovanni is important to GlindaPop. GlindaPop replies that they believe that Mr. Giovanni is a part of Yellowbrick's quality production and expertise. YellowBrick ensures that on their part, Mr. Giovanni is a part of YellowBrick and will be transferred if the acquisition happens. But they're unsure of whether Giovanni himself would like to enter into a contract and remain with the venture once it is under Glindapop.

14:20: Lionheart statesMr. Toto's interests are currently diverted to areas other than coffee production. GlindaPop questions whether YellowBrick has outlets or business outreach in places other than those already in their notice, and asks whether there are any associations it has which might come in beneficial for the venture. GlindaPop submits a number crunch that outlines Glindapop's market outreach and capitalization. LionHeart underscores the fact that it is giving away YellowBrick not because there's an issue in particular with its functioning, but because it wants to divert itself to the hotel business. YellowBrick remains a quality venture and hence, they expect a fair price for it.

14:35: YellowBrick highlights its excellent public image and market reputation. They reaffirm that the acquisition will add to GlindaPop's public acceptance not just with regard to the acquired venture but for the entire GlindaPop business in general. LionHeart seeks clarifications over what GlindaPop intends to do with YellowBrick's once the acquisition is completed. GlindaPop reassures that it will let Yellowbrick's hotel business run beside the coffee business. But it also states that its primary motive behind the association will remain its entry into the coffee market. GlindaPop suggests not selling perishable products through vending machines to ensure better quality. They now move on to discuss the prices and numbers.

14:50: LionHeart raises the issue of the interests of YellowBrick workers at Castletown. It highlights how YellowBrick has been closely associated with Castletown, employing its population and even organizing an annual fair in the town. Lionheart brings up its concerns as to whether all the connections and community relationships of Yellowbricks will be nurtured and respected after the acquisition. They point out their association with farmers in South America from where they source their beans. GlindaPop commits to keeping the relationships intact since it holds YellowBrick's expertise and supply chains in high regard. The issue of CSR initiatives is taken up next. GlindaPop says they appreciate their CSR work and would like to participate when CSR opportunities come in, but they're a profit-driven company and will act in a pragmatic manner in this regard. YellowBrick highlights its policy of giving away 10% of its profits towards CSR. It also considers its association with its supply chains as a part of their CSR. GlindaPop retorts that it doesn't consider the entire supply chain as a part of the CSR program ("the Castletown fair maybe, but not the entire chain!").

15:00: The parties seem fairly satisfied with their discussion over CSR and would like to discuss the strategic relationships next. YellowBrick suggests introducing pop-coffee products into the market through it's vending machines. They've noticed that GlindaPop also sells cold coffee and they'd like to collaborate on that strategically. LionHeart restates that it is just the parent company and when GlindaPop acquires YellowBrick, the latter's entire supply chain and supplier relationships become GlindaPop's responsibility. GlindaPop brings up how the parent company has a significant interest in the hotel business. They seek clarification over Toto's hotel venture. They want assurance regarding non-disclosure agreements so that Mr. Toto or LionHeart don't get a position of advantage where they could manipulate YellowBrick's relationships, brand value and supply chains. GlindaPop offers 3 billion at the outset and the rest of the money later. LionHeart refuses to concede. It suggests an initial payment of 3.6 billion. The teams are unable to reach a consensus over the price. And the time's up! The round ends here.

15:05: The Question and Answer session commences for team GlindaPop. The judges question as to where the team feels they fell short on something. The team replies that the lack of consensus over price was an issue. The judges question them over their apparent deviation from their strategy. They also ask why the party laid a lot of emphasis over Mr. Giovanni. The team replied that they attached a lot of importance to Mr. Giovanni because they believe that Mr. Giovanni is essential to the venture. And they're glad that they did so because ultimately they were successful in making the acquisition contingent on Mr. Giovanni.

15:10: The judges ask the team to highlight their primary strategy. The team replies that they had decided that the counsel would answer all the legal issues in question and the client would discuss the personal aspects of the deal. The judges also question their focus on the price and not the other aspects of the deal. The team answered that its chief concern was to raise funds for LionHeart's expansion into the hotel business and hence, they focussed on that. However, the judges are of the opinion that they should've given more reassurance to Glindapop which would've facilitated moving on to the further issues. The team also emphasizes that it was a part of their strategy to collaborate with Glindapop in the long run as a company and not just make it a one-off case of an acquisition. 

And there, the Q and A ends.

Stay tuned for the exciting rounds ahead!

FLOOR 2

Room 205: Team 136 v Team 106

14:08: Welcome everyone! Today we have GlindaPop Plc and Lionheart Ventures negotiating the potential sale of Yellowbrick, a subsidiary of the latter. Both the teams exchange formalities and pleasantries and hope to negotiate and reach a formal agreement over the price.

14:23: LionHeart mentions their points of concern at the very beginning of the negotiation itself- 4.5 billion pounds in cash by the end of 2019! Along with that, they'll be needing operating rights of the coffee shops in the US and rights over the vending machines in various sprawling hotels they have set up. GlindaPop expresses their idea of reducing the price to be paid by them to 1.5 billion pounds from 4.5 billion pounds! Lionheart seems to be in disbelief. GlindaPop is willing to increase the price if Giovanni, a member of their firm, is also involved in the deal and be given a place in the company. Lionheart asks as to why GlindaPop wants Mr. Giovanni to be involved at all. GlindaPop mentions the fact that he is insured by the company for 10 million pounds! GlindaPop will want to discontinue certain coffee shops that have been in losses or have not been doing well and puts forth some other conditions in front of LionHeart and its counsel. LionHeart mentions how important Giovanni is for the company and GlindaPop counters it by saying that they want him to sign an exclusivity contract. They would now want to move on and discuss other points. 

14:38: GlindaPop tries to nudge LionHeart to discontinue the coffee shops they have in various hotels because it will be in everyone's interests and want to open more coffee shops owned by them. LionHeart expresses their vision of investing more in the hotel industry in the future and try to counter GlindaPop's previous suggestion. Lionheart would want to operate the coffee shops as well as vending machines as a way to increase their hold on the new avenue. GlindaPop puts forward their suggestion to close the coffee shops and change them to bakeries instead LionHeart heads for a caucus. We're halfway through now! GlindaPop offers them the money along with a condition of terminating the coffee shops so that they can get a headstart in the industry in LionHeart's absence. LionHeart seems interested in knowing which part of the world GlindaPop would like to reach out to and set up their new venture in. GlindaPop doesn't seem to think of it as a relevant question. Do they think Lionheart is trying to stall?

14:52: GlindaPop wants to delve into the matter of the coffee shops still but Lionheart wants to negotiate the price first. GlindaPop quickly summarises the points and puts forth the idea of going further in a 'structured manner'. LionHeart wants GlindaPop to maintain their contact with the current suppliers so that they can head towards deciding the price. GlindaPop seeks clarification on this point. LionHeart moves on to the next issue of their concerns regarding CSR and the Rainforest Alliance. GlindaPop expresses their idea of reinvesting 50% of the deal in CSR aside from the money going to the charities. Though they want some parts of their supplies coming from other suppliers too. They offer 5% of their profits for charities. LionHeart wants a fair trade to be maintained with the current suppliers. GlindaPop needs time in the distant future for the fair trade issue and the Rainforest problem. 80% of products from fair trade and 20% from other suppliers is what GlindaPop can assure. The companies agree on this. Next comes the issue of the Castletown factory-whether to keep it open or not. GlindaPop wants to shut down the factor in 2 years. LionHeart wants the time to be extended to 5 years, in the light of the family-like employees. GlindaPop agrees but with an assurance of 500 employees to be employed in their firm. LionHeart seeks clarification. 

15:03: GlindaPop expresses their idea of increasing the price to be paid from 1.7 billion Pounds to 3.5 billion pounds that too with an interval of 6 months after 2020. LionHeart summarises their idea quickly. GlindaPop's offer of paying up 2 billion in cash after the agreement and 1.5 billion after the end of 2020. On the issue of Giovanni, they have agreed to keep him as an employee of LionHeart itself. To summaries, LionHeart have agreed with most of GlindaPop's conditions. The negotiation ends on a warm note with an agreement intact! The Q&A session for Team 106 is set to begin. The judges ask the team as to why they agreed to increase their price from 1.7 billion pounds to 3.5 billion pounds. They mention that they believed the same was in their best interest to do so, considering the leverages the other team had already given them the conditions. The Q/A session is now over, and the teams and judges look satisfied! 

FLOOR 3

Room 301B: Team 107 v Team 121

14:15: The teams greet each other and Yellowbrick's Dorothy Gale introduces her company as her baby, a coffee company with an aim to transform their company from a wholesale model to a high street cafe chain, even tapping into the on-the-go customer market with Yellowbrick express. Greatly benefited from coffee supply contracts, they retain roots of the wholesale business to forge strong corporate relationships over the years. Giovanni Alfonsi, their coffee empire consiglieri, has a prominent position in the company and is seen as a massive asset. They want this acquisition to scale their business to new heights while maintaining the company's ethos and priorities, especially compliance with principles of healthy business and fair trade. GlindaPop, a globally recognized brand, wants to widen the horizon of the coffee market internationally. They see the social responsibility displayed by Yellowbrick as an appreciable asset and hope for a win-win situation. They want to discuss a detailed contract and price upon acquisition, CSR compatibility between the two companies, the involvement of Giovanni and the top clients of YellowBrick.

14:30: Dorothy stresses on the necessity of a consensus ad idem between the two parties on the price before discussing CSR technicalities and Giovanni's involvement. However, GlindaPop CEO Carmella Buble wants to evaluate YellowBrick's value sans Giovanni, by sensing his exact role in the company. Dorothy explains that Giovanni is not only an acclaimed coffee taster but has also transcended to the status of a brand ensuring a supreme quality of coffee that attracts consumers to the company.  Carmella questions why Giovanni is ensured for such a large amount of money, to quote,10 million pounds. Dorothy clarifies its actually his infamous tongue that is insured, as a mark of respect and to prevent accidents to the most invaluable asset of the company. They need a commitment from the other party that Giovanni would be exclusively their resource with no cooperation with his former owners, YellowBrick. Dorothy explains that he is an independent entity and that a waiver clause could be discussed with him. It is decided that a new set of contracts have to be drafted with Mr Giovanni to preserve GlindPop's interests, after which YellowBrick could ask for a waiver clause terminating his right to leave. Really intense negotiations on!

14:45: GlindaPop wants a promise from LionHeart that Giovanni would not cooperate with them for any other venture. If  Mr. Giovanni says no, there would be no active acquisition of this asset, it would be his choice entirely. With an agreement on this, the parties move towards discussing the price. Using key selling points like a compelling brand story, a unique identity and a strong cultural ethos, YellowBrick quotes $4.4 billion, where $1.4 billion is paid upfront and the rest at the end of the acquisition. Carmella refuses the amount but appreciates the idea of paying some of the money upfront, but wants to postpone the pending payments to 1st January 2020, with further adjustments. Carmella, stressing on the high risk and her willingness to fuse an experienced, globally recognized company with Yellowbrick, quotes $3.2 billion with $1.4 billion in cash upfront. Dorothy, making a decision considering YellowBrick's immense potential and profits, deems $3.2 billion too low. To split the difference in the range quoted by the two parties ($3.2 and $4.4 billion), they begin negotiation. GlindaPop stresses on the need to balance the risk this acquisition bring with it since there are so many uncertainties. They are also concerned about the maintenance of the benefits of YellowBrick's personal relationships. The question they raise is whether investing in the company post the sale is a wiser choice than investing in the company in its current state. YellowBrick counters this by saying they are not taking it forward together, but it is an acquisition where they have no profit stake. All the investments would return to you, with only the sale consideration coming to then. Hence, the sale consideration becomes incredibly important to them to even consider selling the company.

14:55: GlindaPop wants YellowBrick to not interact with absolutely any of their corporate clients to prevent the ensuing loss of value. YellowBrick reiterates that since it needs to retain the local coffee supply contracts it has since they intend to expand by opening coffee chains the US, coffee shops inside businesses in hotels. They also want the right to open coffee vending machines in Europe and full freedom in operations there, while agreeing that they would not operate coffee houses in Europe for one year after the acquisition as a part of the non-compete under discussion. GlindaPop aggressively counters this by terming it as a direct competition which is unfair to the deal they are negotiating. YellowBrick stresses that they are not retaining their brand value or name, but merely using their wholesale business of coffee beans and retain a couple of supply contracts with YellowBrick Express. GlindaPop says one year is too less and they need the suppliers and the clients, but is willing to share clients. They need a commitment of 5 years when it comes to abstaining from the competition in Europe. YellowBrick wants to retain contacts, but not exclusively. They want to be a part of the contracts in question while giving them to GlindaPop. They want to be one of the other customers YellowBrick Direct supplies to. They mention that they are giving GlindaPop a cumulative package of YellowBrick Direct and YellowBrick Limited. 

14:58: GlindaPop proposes 5 years of no competition in Europe and 3 years in the US since they are globally known. They would also like to further other products (smoothies, matcha lattes) under the YellowBrick name. They want to explore the sharing of wholesale corporate relationships, such that Dorothy can retain her partnerships while GlindaPop uses the resources to accomplish business interests. They are allowing limited cooperation with YellowBrick as a concession. They reiterate their commitment to place YellowBrick's CSR interests on a high pedestal and quote a figure of $3.5 billion, with $1.4 billion immediately. Appreciating the candour and the fresh perspective of ideas, YellowBrick kindly refuses the non-compete requirement of 5 years since that is too long a time.  From their end, the demand stands for $4.4 billion. Due to the dissonance in the non-compete demands and the way forward for shared corporate clients, the parties would like to think about this further and not make an agreement yet. The teams engage in a frantic game of ping-pong with each other, with numbers neither party could agree to. The discussion comes to an end with no solution. 

FLOOR 4

Room 406: Team 101 v Team 139

14:00: Good Afternoon everyone! A beginning to a wonderful negotiation is being witnessed in room 406. Both sides begin by exchanging salutations and greeting each other. Lionheart ventures begin the negotiation by introducing their company. Glinda Pop highlights the efforts and hardships put in by their company in establishing themselves. They point out that the way forward for them is with Yellow Brick. They highlight the need for understanding what yellow Brick is and what it stands for.

14:05: LionHeart ventures highlight the close relationship they share with YellowBrick. They point out the need to know GlindaPop's perspective on CSR. GlindaPop put forth a plan to look at the acquisition first and the acquisition price of YellowBrick. Both sides agree on reaching an amenable solution. LionHeart state the need for knowing the foreseeable future of YellowBrick as a part of the GlindaPop group. GlindaPop also needs to know about the primary concern of LionHeart regarding YellowBrick and how they want to see it as under GlindaPop. The negotiation proceeds at a smooth pace with pertinent issues being discussed.

14:20: GlindaPop wants to strengthen YellowBrick's presence on the International map, especially in Africa and Asia. They need to tap on their connections to make Yellow Brick a global brand and expertise on their products. Glinda pop's concern for CSR is extremely pleasant for LionHeart. They move on to the primary concern of deciding the acquisition price. Rainforest Alliance and the Fair Trade agreement re two things both sides agree to discuss. LionHeart requests GlindaPop to keep the Castletown factory open as it is through that place that YellowBrick gets its coffee beans. The current acquisition does not include yellow brick direct according to LionHeart over which GlindaPop slightly disagrees.   

14:35: Castletown is an extremely important asset for Yellow Brick and Lionheart wants Glinda pop to keep the factory open in case of an acquisition.Value of 3.9 billion pounds is being looked at as an acquisition price. The other side does not agree with the value of 3.9 billion dollars proposed as an acquisition price.The coffee market is expected to grow at a fast pace and therefore the high price being negotiated by Lionheart.  

14:45: The negotiation proceeds with concerns being put across by both teams and the solution being arrived. LionHeart mentions that they can only sell the company after a direct talk with the owners of the company. GlindaPop state that they would want to  Issue a 2 billion dollar figure up front and then look at the other figures so a differentiated payment mechanism is being proposed.GlindaPop wants assurance as to whether there would be future collaborations with LionHeart to which they respond in the affirmative. High standards of coffee and service are important for Lionheart and they emphasize the need to look at the employee concerns.

14: 55: The main issue here yet to be settled is whether just YellowBrick is to be purchased or both YellowBrick and YellowBrick Direct Ltd. The legal commitments of buying YellowBrick Ltd solo are discussed in the few minutes left. GlindaPop point out their uncomfortable position due to the conditions being put forth by LionHeart. No, consolidate solution or agreement is reached between the two sides with both reluctant to submit to each other's demands. The judge gives each side an extra 3 minutes to point out their non-negotiable points to each other in light of no consensus being reached at the end of the hour. This surely was an interesting negotiation.

15:05: Team 101 stay behind for the Q and A session wherein the judge asks them the reason behind giving the other side a wide price range; were they clear on negotiating for YellowBrick Direct from the beginning, or was it sudden to which they respond by saying that it was sudden for them. The importance of the role of Giovanni is discussed. In the Q/A session for Team 139, judges point out the inefficient time management of both the teams leading to more important issues being sidelined like price. The judge further question the team which all issues they manage to close and over which consensus was reached. The judge also further question the team of having a client and counsel in a team.

Room 417: Team 103 v Team 135

14:05: Good afternoon and welcome to the second Preliminary Round of the HSF NLUD INC 2019. The teams representing Glindapop plc and Yellow Brick ltd. have arrived in the room and exchanged hearty salutation with each other and with the learned judges. They have expressed hope for having a constructive negotiation session and arriving at amicable solutions. Having defined the issues at hand, such as the valuation of the acquisition etc., the round begins! The attorneys of both sides have categorically stated that they are both here simply to facilitate the round so that they arrive at a win-win situation. 

14:15 The issues that are defined by YellowBrick take up is that of management, CSR, relations between employers and employees. To this, Glindapop requests to start with the issue of employment. They ask if there are any concerns from Mr. Giovanni regarding this acquisition. To this, Yellow Brick states that he has no objections. However, due to the legal technicalities, a new contract for employment would have to be negotiated. To this, Glindapop states that they would be happy to do so. They also define why it would be beneficial for him (he would gain more exposure and fame, be able to manage a much larger network, follow his passion for coffee). YellowBrick also requests Glindapop not to change the process of acquisition of coffee, roasting, brewing etc. To this, Glindapop replies in the affirmative. They also want a clause in the contract which states that, if Giovani was to leave the company, they would be entitled to a certain amount of compensation. They thus come to an agreement regarding the employment of Prof. Giovanni. 

14:30: Now, the parties move towards the problem of CSR initiatives. Glindapop enquires from YellowBrick for clarifications regarding what their exact demand is with respect to the CSR. To this, Yellow Brick replies that CSR has been a fundamental building block in creating its reputation. Hence, all they request is for Glindapop to dedicate a certain amount of their profits towards continuing the pre-existing CSR initiatives of YellowBrick. To this, Glindapop states that it already has a dedicated budget for CSR initiatives and would be willing to increase the same. However, they categorically state that they would be unable to continue all pre-existing CSR initiatives, so they request YellowBrick to prioritise which initiatives that they absolutely want to continue. To this, YellowBrick prioritises the issue of free trade initiatives and the Castletown factory. The counsel for Glindapop thanks Yellowbrick for prioritising and affirms that Glindapop would continue as far as possible. However, they request for further clarification regarding the issue of Castletown factory, to which Yellowbrick states that they would like to maintain the employment contracts of the employees. To this, Glindapop states that it would keep the factory going as long as it does not become unreasonably expensive to maintain it. To this, Yellowbrick requests that they include a clause in the contract wherein Glindapop would promise to keep the factory for a certain period and then pay a certain amount of compensation to the workers if they decide to close the factory. 

14:40: The next issue they take up is that of quality control. Yellowbrick states that quality has been maintained through a strict system of quality control and suggests that GlindaPop maintain this system post-acquisition. GlindaPop states that, since it is a global company using cutting edge technologies, they would maintain quality while making the whole system cheaper and efficient. To this, YellowBrick replies that their system has been working for a long period and tinkering with it may cause it to collapse. GlindaPop agrees with this and states that it would add newer technological know-how to the system to make it stricter. Touching upon the issue of Castletown again, GlindaPop states that it would keep the factory open for a minimum period of 2 years, regardless of its profitability. After two years, if the factory fails to clear evaluations, then the factory would be turned into a museum celebrating the history of YellowBrick. This is agreed upon by YellowBrick and they put this agreement in writing. 

14:55: The next issue they come upon is the issue of valuation of the acquisition. YellowBrick states that, based upon the evaluation of accountants, they would quote a figure of 5.6 billion. To this, GlindaPop replies in the negative and states that since its competitor Sorcier acquired Kansas for 3.2 billion((2.6 billion pounds) and that the valuation quoted by YellowBrick is too high. To this point, YellowBrick states that its legacy and standards maintained by it justify the high price. However, they would be amenable to a proposal from GlindaPop. GlindaPop states that they too have arrived at a valuation based on industry standards, as evaluated by experts, of 3.2 billion. They are however looking for a deferred payment system over two years, as their liquidity is not that high. However, they believe that if a lump sum requirement is there, then the amount would be lower. To this, YellowBrick states that their lowest valuation would be 3 billion pounds, paid upfront. However, GlindaPop states that to pay upfront, they would have to take permissions from their shareholders, which would involve various intricacies, only increasing the delay and expenses. Thus, they state that a lump sum payment of 2.6 billion pounds along with CSR initiatives would be the way to go. This is agreed upon by YellowBrick and they put this agreement in writing. 

15:00: The two parties agree upon the various aspects of the issues and agree in principle upon Prof. Giovanni, IPR initiatives etc. The round has come to an end, and the Q/A session is about to begin! The first question proposed to GlindaPop is on why they agreed to a figure of 2.6 billion when their authorisation was only for 2 billion. To this, the team answered that they had a contingency fund of 1.7 billion. The next question posed is how did they agree to convert the factory into a museum without having any authorisation? To this, the reply is that since YellowBrick values its employees and the factory, they would be required to provide an alternative that would placate them. Moreover, they would convert the factory into a museum as part of their CSR initiatives. With this, we come to the end of the first Q&A session. The next Q&A will be for the team representing YellowBrick.

5:25- The first question posed to YellowBrick was what were their aims and objectives from this meeting? What did they want to achieve? To this, they replied that they wanted to ensure that they get a good price, maintain CSR initiatives, discuss non-compete etc. The next question posed was why did they agree upon such a low price? To this, the reply was that since the CSR initiatives were already decided upon, the amount would be something they would be satisfied with. Next question asked was why did they agree upon converting the factory into a museum? to this, the reply was that since their primary concern was to protect the employees, keeping it open even as a factory would be something they would be amenable to. With this, we come to the end of the entire negotiation process. 

FLOOR 5

Room 506: Team 114 v Team 102

14:04: Welcome back! The round has started with the teams introducing themselves and exchanging pleasantries. YellowBrick explains their attachment to the company and hopes to reach a middle ground with GlindaPop while discussing the strategic direction of the company. GlindaPop touches upon topics it would like to discuss such as the exclusivity of the deal, short and long term arrangements and the retention of Giovanni.

14:19: LionHeart expresses their desire to discuss valuations and how the sale would proceed before addressing the other issues. In summarizing key contingencies to reaching a conclusion,  LionHeart mentions the plans for expansion as well as the retention of Giovanni. The teams discuss the timeline to the acquisition with LionHeart mentioning that a speedy acquisition would be in the best interests of both LionHeart and YellowBrick. LionHeart proposes a timeline which includes a 60% down payment and the rest of the money to be paid by September next year. The teams then move on to negotiating the valuation of YellowBrick.

14:34: After a couple of minutes of negotiation, the teams realize they have reached an impasse concerning the valuation and decide to move on to other topics of contention. GlindaPop expresses their concerns regarding any commercial liabilities that had not been disclosed at that moment to which LionHeart proposes another meeting where this topic could be discussed at length. The companies also discuss Corporate Social Responsibility initiatives, with GlindaPop stating that they hope to strike a balance between CSR and profits. YellowBrick, responding to GlindaPop's offers to retain certain initiatives, insists on the retention of certain CSR initiatives such as the sponsoring of an annual literary festival in Castletown, which the teams then proceed to discuss in detail.

14:49: The teams begin to discuss the FDRA certification with the intention of coming to a conclusion. GlindaPop expresses their desire to discuss the retention of Mr. Giovanni as well as the intellectual property as they add to the valuation of the company and consider them necessary to foster a competitive business. LionHeart shares the fact that Mr. Giovanni would be open to staying on, provided that he can be assured of the strategic direction of the company. GlindaPop agrees and further states that they would like for him to be the face of the company. LionHeart then seeks to discuss the non-competition clause in detail.

14:59: The teams further discuss the retention of Giovanni post the acquisition as well as the change of control clauses. LionHeart expresses interest in retaining YellowBrick's current wholesale clients. GlindaPop reiterates the importance of the retention of Giovanni and the non- competition clause. They propose a further discussion with Giovanni regarding his payment, with them expressing that they are willing to pay him around 30-50 million. Having reached a definitive conclusion in some regards, the teams shake hands and end the round on an amicable note.

15:16: The judges congratulated both the teams on an excellent round and questioned LionHeart on the lack of further discussion about the non-compete and why they didn't leverage the employment of Giovanni to reach a conclusion that was more in their favour. They then advised the team to have a better structure to their discussions. The judges also suggested further discussion of the non-compete as well as the purchase price point to GlindaPop. They appreciated the attempt of the team to come to a conclusion as well as to be more forthcoming in their demands.

Room 514: Team 104 v Team 129

14:10: Welcome everyone! The two teams have shared greetings, and we are all set to witness some interesting discussions today! Lionheart Ventures begins with calling to note the superior quality of their coffee with a cup of coffee for both members of the opposing party. GlindaPop PLC appreciates the gesture as the negotiations begin.

14:25: GlindaPop asserts the importance of their global brand and how they plan to take YellowBrick Ltd. to the global market and the importance of values in policies. They enlist their demands for restrictions for non-competition if the sale goes through. The counsel for GlindaPop also calls out that they wish to retain Mr. Alfonsi in Yellowbrick. Lionheart's Dorothy asks for the discussion to remain in regard to Europe, where Yellowbrick and Lionheart have their major presence. The opposing party replies that transnational and American and Asian markets are also important for them and important point of discussion. 

14:40: Mr. Dorothy and his counsel put forth demands for 5 years of exclusivity in coffee chain business, with agreeing to franchise its hotel brand. Lionheart's Mr. David Toto explains that after the sale of Yellowbrick, the old brand would be GlindaPop's and the public would not be able to see a major shift in ownership and not lose its original customers. The negotiation shifts to the coffee supply chain when Mr. Dorothy shows that the coffee sourcing chain must also be under a non-compete clause to maintain the value of Yellowbrick. The side from Lionheart alludes to the very personal relationship they have with growers which they feel the need to continue. Mr. Dorothy from GlindaPop gives assurance for taking care and giving support to the coffee growers.

14:55: The discussion shifts to how the sale would affect each of the party's businesses in different countries. The non-compete clause is discussed in terms of different regions, where Lionheart agrees to a non-compete in Asian markets but calling for leeway in American and European markets. GlindaPop's CEO puts importance on the strife competition existing in American and European markets and reiterates the importance of a non-compete in these markets. The discussion moves on as they agree on non-direct competition allowed and in America and franchise collaboration in some coffee retail sales in Europe. Mr. Giovanni Alfonsi's role in the company on sale is the new topic of discussion. The teams then begin discussion on the importance and operation of Corporate Social Responsibility and benefits to be given to coffee farmers, which is a ground where much agreement is achieved.

15:05: The teams agree to continue Mr. Alphonsi's old employment scheme with just a change in the name of the employer. The discussion alternates between the relationship with Mr. Alphonsi and the CSR schemes to be undertaken by the companies. Lionheart's Mr. Toto asserts the importance of the Literary Festival to be continued, which is amicably accepted by GlindaPop. The buying party proposes a sale value of $ 3.5 billion, with $ 2 billion to be paid by the end of the year and the remaining as deferred payment. The selling party counters the proposal with an increased value of $ 4.4 billion. The negotiations end on a note of amiability with a call for further negotiations.

15:15: The Q/A session for Team 104 has now begun! The team representing GlindaPop answer the doubts regarding the importance accorded to exclusivity clauses in the to-be sale deal. The team is questioned about what would happen if Mr. Giovanni leaves the company in following to the sale of Yellowbrick to GlindaPop. The session for Team 129 begins with a question on the importance of non-compete and non-solicitation for Lionheart. The team explains their strategies to effect a higher sale value or to attain lesser restrictions for their future businesses. They explained how the original value proposed by GlindaPop was operable in terms of the format but was not in magnitude enough. The judges also pose questions on the time allocation for the various topics of interest.

Room 515: Team 109 v Team 112

14:06: Good afternoon ladies and gentlemen! Today we have representatives over from both Lionheart Ventures and Glindapop Inc, who are negotiating the sale of YellowBrick (a subsidiary of Lionheart). The parties have exchanged pleasantries and thus, the round has begun. Glindapop representatives explained the various things that they wanted to discuss in the negotiations and to that Lionheart discussed that they wanted to discussed corporate social responsibilities as well.

14:16: LionHeart mentions that they would not like for their Corporate Social Responsibility to be changed and they request that the raw materials supplier not be changed. They also request that the original quality of their product be retained. Glindapop discussed the fact that they appreciate the concern that they are wanting to sell their company to a firm that would retain the quality of their products, and they claim that the same will continue. LionHeart then stated that they would like some clarification on the health issues surrounding Glindapop's products, to which Glindapop claimed that it is only about the consumer preferences of the society, and the fact that people are only more health-conscious these days.

14:29: GlindaPop further clarified on the fact that they are focusing on bringing in more healthy drinks in the future. LionHeart then explained that they are wanting to take their business global, to which GlindaPop mentions that GlindaPop is definitely the company that can handle this, and explain that they are wanting to take the company to a level where it competes with products from all over the world. They also explained that they will need to make certain structural changes. LionHeart questioned whether GlindaPop will be retaining the YellowBrick name, to which LionHeart agreed. After that, discussions on the structural changes that GlindaPop will be made after the acquisition were discussed. GlindaPop stressed that they desire to make very minimal changes to the restructuring after the acquisition, so as to preserve YellowBrick's brand and unique taste.

14:44: LionHeart explains that they would like the CSR relationships that Yellowbrick has been continuing, to which GlindaPop explained that they already have a specific budget for CSR in their company and in light of that they will have to reconsider the CSR initiatives. A deep discussion continued on this point, to which the conclusion was that the CSR initiatives will have to be reconsidered for sure. Next discussions on the retainment of Mr. Alfonsi were considered, yet GlindaPop explained that they would like to discuss this in an interrelated manner with the price because both are still to be discussed in the short time frame that remains. They both agree to which quick discussions on the employment of Mr. Alfonsi, to which GlindaPop mentions that they find it curious that he is insured for 10 million pounds. They do ensure that they will sign an employment contract with him for the next 10 years.

14:52: GlindaPop gives an offer for 10 million pounds for Mr. Alfonso's employment, to which Lionheart explains that they are not at liberty to talk to him about this but that they can discuss it with him and try to convince him to take the offer. This brings them to the discussion about the price. Lionheart demands 6 Billion pounds. GlindaPop disagrees and gives a counter offer of 3 billion pounds. GlindaPop explains that the fact that they are very unique in the business, as in their quality and manufacturing process is much better, so they claim that they are valued at much more.

14:58 - GlindaPop gives a counteroffer of 3.5 Billion Pounds and request the demand for an escrow provision. They also request a non-compete agreement, that LionHeart would not be allowed to compete in any coffee business in the world for the next 5 years. LionHeart explains that even if they copy production, considering the fact that GlindaPop is a global business, so considering their global production capabilities, LionHeart won't be able to compete, so such a thing is not relevant. With this, the negotiation ended on a warm note.

15:12: The first Question and Answer session was for team LionHeart. LionHeart explained that they were not satisfied with the price, but overall it was a win-win situation. The judges questioned why they think it was a win-win situation, to which the team responded that they achieved all the things that they needed, and this is good, since according to them, considering that GlindaPop is a bigger and global company, they were able to get over the leverage they held over them. The judges ask whether the team thinks that they missed anything, to which the team discussed the fact that the payment structure was not discussed. The Q/A session for GlindaPop revolved around their relatively quiet performance, to which the team replies that the focus of discussion swayed away from what they actually wanted.

Room 518: Team 132 v Team 134

14:00: The parties have arrived and we anticipate an exciting round of successful negotiation. On one side of the bench we have GlindaPop Plc, a flavoured drinks business with CEO Carmella Buble along with her counsel and on the other end we have YellowBrick Ltd, a multinational coffee shop company with their founder David Toto and his counsel. The sides exchange pleasantries and the current agenda is set to discuss the position of Giovanni Alfonsi, YellowBrick's expert taster after the potential takeover of YellowBrick by GlindaPop.

14:15: Carmella Buble expresses to YellowBrick the respect she has for the expertise of Giovanni Alfonsi. She propounds to the YellowBrick board that in case of a takeover, his employment with GlindaPop is exclusive and long term in order to maintain a sense of both quality and loyalty. To this, the YellowBrick board wholeheartedly agree but wish to discuss beforehand the terms of the takeover so the necessary decisions can be made from their perspective. To begin with this discourse, GlindaPop's counsel begs from YellowBrick's side the quotation they have in mind. In response, a figure of 3.5 to 3.7 billion is stated. 

14:30: At this point, deliberations about the price are set aside and Carmella Buble conveys an interesting idea to David which is to allow for engagement with GlindaPop in some of the non-coffee industries like the well-known hotel and restaurant chains owned by Toto. In response Toto lets the board of GlindaPop know that he wishes to limit the negotiation to the coffee business which he has great ambitions of. He talks of his wish to expand his company to other regions like Asia. Carmella mentions the role GlindaPop can play in providing this global platform to YellowBrick. To achieve a certain solidarity to start working towards this goal, she suggests that the top 20% of YellowBrick employees join GlindaPop, David Toto concurs with this idea and a mutual agreement is achieved on that issue.

14:45: Following this, David Toto mentions that YellowBrick prides itself on its corporate social responsibility initiatives and would want GlindaPop to carry these activities forward even after Lionheart is out of the picture. GlindaPop considers this a great idea and mentions how this would fare well for their market perception as well. The agenda is now set to talk about the timelines of the takeover. While David hopes that the takeover takes place in just a few months, GlindaPop is a bit hesitant about the price of 3.7 Billion that was previously stated. They take a 5-minute caucus to discuss their position on the same. Following the caucus, GlindaPop states that the highest amount that their board is currently willing to offer is 2 Billion. Further, as part of the deal, they demand the top 20% individuals in association with YellowBrick. They also wish a clause is a contract suggesting that for 5 years- YellowBrick use their own suppliers due to the high quality. They also concede to making arrangements for literary fests and free trade policy as part of their CSR responsibilities. Additionally, they wish to prevent the furtherance of YellowBrick in US considering its no competition policy and instead suggest that the funds for that are moved to opening YellowBrick cafes in the various hotel chains that are run by Toto.

14:50: YellowBrick's counsel raises questions about many of the requests made. He is unhappy about the current quotation of 2 Billion and also isn't in agreement with the idea of YellowBrick not venturing further into US but is willing to negotiate about the idea of YellowBrick cafes in various hotels. Conceding to the rest of the demands, Toto raises a counter price of 3.6 Billion. He requests the GlindaPop board to look into the valuation given by various investment banks for their firm. Seemingly persuaded by this proposal, GlindaPop agrees to a price of 3.5 Billion but will pay it over the period of a few years. Toto, however isn't satisfied with this quotation thus, they have relayed the discussion about the quotation price to a later negotiation. The teams shake hands, happy about the issues they managed to reach a consensus on.

15:00: In the Q/A session, the judges ask GlindaPop about the extent to which they'd be willing to commit to the CSR responsibilities. In response, GlindaPop mentions that they would be focusing mainly on the fair trade agreement which they themselves considered important. The judges wished to find out from YellowBrick's board the reason they granted exclusivity of Giovanni to GlindaPop. In response, they mentioned how vital an asset he would be to put into use effectively the resources supplied and the cafe would see the longevity of the quality they've always provided. They also mentioned how Giovanni served as a bargaining chip for them, allowing the price to come up to 3.5 Billion (although, as previously stated, they weren't satisfied with the same).

DAY 3: QUARTERS, SEMIS AND FINALS

Quarter-Finals

Room 101: Team 105 v Team 114

10.15: Good Morning everyone! We are into the quarter-finals of the 6th HSF-NLU Delhi INC 2019! The round begins with both teams greeting each other and introducing themselves. Stag Group begins by listing out the issues they would like to cover in order to ensure a smooth transition, especially considering that they are venturing into the vapour market. Danielle Storm explains the value that her company holds for her, and how the brand and its employees are important to her at a deeply personal level and protecting their interests is a priority.

10.30: DVL Counsel goes on to express concerns about the upcoming WHA regulations. Since Danielle has been synonymous with the brand name and how her image might be affected, considering that she is about to enter into a newer business. There is a discussion on the issue of competition that both companies wish to avoid, if it may arise due to the similarity of their products. A major issue of contention is the employee contracts, while Danielle wishes to take certain employees with her to the new business she ventures into especially ones involved in research and development. She believes that certain key staff would themselves also want to move with her considering that they have built the whole company from the ground up, under her leadership and feel that they will get the opportunities for research they want under Dany. SG is sceptical about this and wishes to retain as many of these employees as possible. They feel that this will also have a diminishing effect on the value of the Company and the Brand, and it will affect the acquisition amount. They inquire as to how many employees might leave the company. DVL says that 3 employees might be definitely leaving with Dany.

10.45: Then there is a discussion on the manufacturing contracts that DVL holds and SG wishes to continue as the new owners. They want to retain the exclusivity of these supplier contracts and DVL agrees that this is something that can be arranged.

SG then moves on to their demand that Dany remains the face of the acquired company for a while, the term of one year is proposed where Dany will continue to represent Dragon over social media and other platforms. However, DVL Counsel explains, the time commitments that Danielle will be able to make with respect to continue promoting the company would be very limited, considering that she also needs to engage in building her new venture.

10:50: The DVL Counsel also iterates that the negotiation or any agreement reached out of remain confidential, while Danielle is keen on having a quick and fruitful acquisition and thus keeps asking for a price range that SG is willing to offer. SG is very careful in naming a price and want to consider more aspects before making an evaluation. They push back on DVL to lay out the price that they have been considering. DVL Counsel believes that since the company holds a major chunk in a market that is continually growing and the profits are appraised to grow every year, they are expecting a large lump sum amount. They also wish a cash payment of 70-80 Million by the end of November, something the SG is willing to agree on. Finally as the negotiation nears its end, the teams have agreed upon the issues of the slow transition of Daniel and her staff across this acquisition, the retention of the manufacturing contracts and the role that Danielle would have in DVL after acquisition wioth respect to social media and the time she could devote to DVL, in light of running a new business.

The teams end the negotiation with agreement on certain issues while some remained without any conclusion.

11:00: In the Q/A sessionDVL are asked about the three main issues they think were most important for the representation of their side on the negotiation. They list that their first priority was the purchase price and the payment schedule, and the next two priorities were Dany's public image, social media presence and her role in DVL even after the acquisition. They were asked why enough emphasis was not made on the need for a definitive purchase price they wish to claim, considering that their Company holds a strong presence in the market and SG is keen on buying it. DVL defended their stand and explained where their reasoning and strategy for the argument was coming from.

11:05: SG is asked why there was a reluctance to discuss the price. SG says that since there were other issues that would have a considerable impact on the evaluation of the brand and the company, they did not want to start out with a price and subject it to renegotiation as issues were covered. They wanted to set a precedent about the different aspects so that they are aware of the other side's stand before revealing a price. They are asked about the three main agenda they considered most important in the negotiation. They listed out that retaining the full value of the company, a decent budget and the reputation aspect of the company were the most important areas for them.

Room 102: Team 117 v Team 125

09:30: Hola People! After a roller coaster of a day, we go headfirst into the quarter-finals! The judges and the teams are already here in the room. A cordial exchange of greetings between the parties and the round commences! Both groups express their enthusiasm to reach an agreement through cooperation and negotiation. They put forth their objectives for the day.

09:35: Dragon Vapes Ltd (DVL) underscores the aligned interests of both the parties, which includes human resources and contract structures. The Counsel for DVL presents their flexible agenda and inquires what Stag Group Plc plans to do with DVL, and whether placing DVL into the hands of SG will be a safe option. SG states that they want to enhance their vape market share through DVL and want them to elaborate Dany's role in the business and wish to know why she wants to quit the vape business and move on to Nicotine Smart Drugs market. DVL state that Dany has done her part in the vape industry and seeks novel avenues of expression of her creativity; she further realizes her responsibility and the harmful effects of the products. They also make bona fide disclosures pertaining to data breaches in the firm. It is here that SG expresses concerns over the fact that no major rectifications have been made after the data breach. DVL says that the policies haven't been changed because Dany feels that their data policies are enough and sufficient. But they're open to any suggestions in this regard from SG. With this, we proceed.

09:50: DVL now expounds that a potential moratorium on vape devices by the Westeronian Health Association is underway. They say that the moratorium might restrict the possibilities of SG entering the vape market but it doesn't completely decimate it. SG says that they have been aware of the potential moratorium and asks DVL to evaluate themselves with and without a moratorium on vape devices. They state how nothing in the future is certain, but emphasize that their associations with their manufacturers will most probably remain intact and will prove to be an asset to SG. SG asks DVL to shed some light on their existing contracts and associations. DVL mention the role of James Lion in the company and how Dany shares a strong collaboration with him. They reassure SG that they'll try to keep the associations intact as the company changes hands. DVL believes that there won't be any issues regarding these relationships post the acquisition. DVL reaffirms that they are very much convinced that there won't be any issues with the data breach case. They're also more than happy to make the deal contingent on the retention of the supply contracts.

10:05: The parties move forth to the numbers. DVL highlights Dany's strong interest in acquiring finances as soon as possible. They ask whether SG has any limitations regarding the payment. SG puts forth that they have a limitation of 70 million pounds for the first year. Any payment beyond that will have to be deferred. DVL asks whether SG has any limitations or structures for the deferment as well. None! says SG. SG wants further information on why Dany wants to quit the company. They say they're keen on keeping Dany for a certain period of time post the acquisition to ease the transition and the change of hands. SG expects a mild commitment that could include Dany promoting Dragon vapes on social media or the likes. SG is willing to make special payments in this respect.  DVL says Dany is receptive to that sort of request. However, they're concerned about the fact that Dany wants to distance herself from vape device business that is perceived to be pernicious to the society. They decide that they can discuss and canvass the particulars of the time period of Dany's association with Dragon Vapes post-acquisition. DVL  solicits a number in respect of the time period of such association, to which SG proposes a period of 6 months. The parties discuss it down to 4 months and options for paid campaigns beyond that.

10:20: SG wants to clarify whether James is a part of the deal. DVL brings forth that James is the mind behind the Dragon and it is essentially his intellectual property that drives the company. They reassure that the intellectual property and the patents associated with the Dragon will be a part of the deal and would be handed over to SG post the deal. However, Dany wants to keep James Lion as a close associate and friend. SG wants a transition, handover and training period with regard to James presence in the company as they have an interest in his expertise in the vape business. DVL concedes to the same but reinstates that James Lion will eventually leave with Dany. The parties wrap up their agreements. They agree upon the payment of the initial payment of 70 million pounds within the next 2 months. SG will pay the subsequent 62 million by the next April. Dany remains with SG for 4th months and the subsequent association is optional. They also agree to an indemnity clause with regard to the data breach.

Consensus reached and the round ends!

10:30: The question and answer session begins! DVL enters the room up first! The judges question DVL regarding their acceptance of Dany's association with DVL post the acquisition. DVL says that they were successful at bringing the association down from 6 months to 4 months. Also, the social media obligation provided a meeting ground for the parties and ended up being a rather soft obligation. Further, it was a payment based obligation and Dany will agree to that. Judges also question their weak stand on the data breach issue. DVL concede to that. But they also underscore that they decided to be frank regarding it so that it encourages the other party to disclose their strengths and weaknesses as well. Judges also ask what would have been their stand if SG stuck to their initial valuation of DVL. They say they would've tried to reach a middle ground about that. DVL also discusses that they were keen on ensuring a fresh start for Dany beyond the vape business and therefore kept the post-acquisition association as short as possible.

10:40: Judges question SG as to why they agreed on a price of 132 million pounds when their evaluation was far below that. SG answers that they consider DVL to be a long term asset and therefore were keen on acquiring it at a slightly higher price. They also question SG's weak stance on the moratorium. They answer that they did ask DVL to value themselves with and without the moratorium but the other party was unwilling to put forth and clear figures. Judges ask what the team's stratagem was regarding the three manufacturer contracts. The team answers that the CP was the foremost thing on their mind. They could've gone for a separate agreement had the other party not agreed.

10:45: Judges ask SGto elaborate their stand over retaining James Lion. SG says that they were never very insistent on retaining him. They wanted to acquire the company as an asset and an entry point to the vape market. Judges ask whether they would've negotiated the price in view of the data breach issue. Would they have deducted some amount from the payment if any issues arose from the data breach? The team answers that it would've been a vague and stickling point to do so. Indemnity proved to be much more seamless in view of the time constraints and a bunch of other issues that were on the agenda. Judges also ask why they didn't pursue a better deal regarding Dany's association with SG  post-acquisition. They answer that they just wanted to secure a public hangover of her image post-acquisition and a smooth transition. They were not keen on keeping her for too long.

And thus ends a stimulating question and answer session! Au Revoir for now!

See you in the Semis. Stay tuned!

Room 103: Team 140 v Team 102

09:59: Welcome to the Quarter-Finals of the HSF-NLU Delhi INC 2019! The teams greet each other and express their excitement to discuss this new business prospect. Dany, the CEO of Dragon Vapes Ltd (DVL) expresses her commitment to introducing smoke-free alternatives to tobacco in the market to benefit the consumers of tobacco. StagGroup appreciates her vision and makes two broad points: They wish to achieve an agreement ensuring mutual benefit to complete this transaction and figuring out a proper structure in delineating their steps to reach a consensus. They recognize Dany's crucial technical know-how in product development to scale up future operations. Stag Group presents an outlined agenda that they present to Dany to help both parties take cognizance of the differences at this stage. They realize the reputation concern Dany has with working with a traditional tobacco company.

They highlight key issues about the acquisition and want Dany's idea of how she values her company, to which she responds with a 130 million pounds evaluation. There is a difference of opinion at this point, as StagGroup's in-house financial analysts value the company 80 million pounds. StagGroup is willing to pay 50 million pounds upfront and 30 million pounds deferred over a timeline that is yet to be discussed but would only begin after April 2020. Dany wants 70 million upfront as a smart drug is a hot topic and she wants a stake in the businesses as soon as she possibly can to counter the potential competition. This is accommodated by a willingness to shift the timeline of payments if needed by StagGroup.

10:14: StagGroup stresses on a shorter period between signing and closing, working on potential waivers between this period to tap into an incredibly competitive industry. Dany wants a detailed timeline for this purpose. They discuss her future business expansions with past business partners capturing the kind of relations they want to obtain with necessary formal contacts. With regards to informal contracts, StagGroup brings up the concern of tacit understandings. They want lawyers to look at how DVL finalizes terms to feel completely comfortable, and to examine the contracts to protect the interests of their company. They explore the possibility of there being a particular contract, but it is established that a general view of all dealings is required. Dany's counsel asserts her right to full control of the formalizing of the contracts. They want to know Dany and her staff's role in this acquisition process. StagGroup expresses their interest in having her involved for some time in some capacity, especially as an advocate for the Dragon device and develop a social presence for it. They will control the day-to-day operations; Dany expresses her concern that the layman consumer would find the acquisition very out of character and the tarnished repute may inhibit her capacity as an influencer.

10:29: StagGroup looks forward to developing Dany's image with respect to nicotine products and related issues, and are even willing to discuss issues on work-life balance and travel to accommodate her desire to develop other ventures. They are very enthusiastic to have her on board and be an advocate for their business.  The two-year engagement offered by StagGroup is a little too long for her, but they counter it by offering lucrative bonuses as an incentive to stay for the second year. Expressing scepticism, they decide that a one year contract is something Dany would like to go through with, to see how it goes and whether it matches her priorities. and then decide whether to continue with the second year. She also wants more control over the strategy and the processes and not be reduced to just a brand advocate; StagGroup agrees but establishes that if these strategic interests hurt them, then they would have to terminate this influence.

10:39: Next up, the parties discuss the strategic importance of James Lion to the company. The StagGroup places immense emphasis on having him and his expertise on board, and express a requirement for a non-solicitation clause in the contract, which would stop DVL from ever poaching him. Dany has reservations on this, as James Lion is a very well-liked character and a member of the Dragon family, whose support and expertise has been integral to her own operations. His absence would have an adverse impact on any potential ventures they may have planned. They want a mutual agreement that allows sharing of James' expertise, with limits to his capacity that are mutually agreed upon.  With the trend shifting to a joint venture, StagGroup expresses reservations in making such a huge commitment. They offer that in addition to the standing non-solicitation clause, there could be an exemption granted by the StagGroup party,  with a defined scope to work for Dany's new start-up, a smart drug company. StagGroup would keep him for 5 years, but to ensure a smooth transition they would allow him in a consultative capacity. DVL does not accept this agreement.

10:44: DVL stresses that they do not wish to poach James and his work, but wish to share his expertise, to which StagGroup mentions that in the event of no-poaching, the non-solicitation clause would not get triggered.  Hence, an agreement to exploring James' future by way of a joint venture is reached, but no consensus. The teams end the negotiation with a consensus on three important issues:

1. DVL has manufacturers in the far east with the change of control clauses in their contracts. These manufacturers would consent to waive off these clauses and join StagGroup.
2. Dany would remain in the company in the capacity as a brand advocate, reviewed on a yearly basis. 
3. All the informal contracts that Dany currently has would be formalized for the convenience of the merger. 
A consensus on the price of acquisition and James Lion's future role remains a question for future meetings.

10:49: The Q/A session starts. The judge questions whether the StagGroup team thinks they lost control of the timeline. The team explains that the timeline was just to add a certain kind of pressure on the other side and did not take precedence over personal relationships which they were seeking to maintain. The judge further questions the involvement of Dany going forward. There was an offer from DVL asking for greater capacity in terms of her contribution. They want their take on her capacity as decided as a consultant. They expressed their concerns about Dany getting too confrontational with the board of their company which would backtrack the deal and the pursuing of their strategic interests. They were also not sure that she would want a burden of responsibility for this merger in addition to her start-up. Her demand was not anticipated.

11:09: The judges questioned the DVL team about whether their idea of a joint venture that facilitates sharing of further profits as a creative solution. They also experienced concern about the reputational backlash that Dany would face with this new partnership. The teams respond by saying it was not a massive concern since the partshership would collectively be focused on delivering new alternatives to tobacco. They were further asked their views on receiving a written, detailed agenda from the other side and whether they thought they had more bargaining power. The teams highlighted that they responded to the situation with their own outlined agenda and that they felt the scales of power were equal on the table.

Room 104: Team 113 v Team 118

09:40: Good Morning and Welcome All! The quarter-finals kick off with the teams exchanging pleasantries and clarifying their interests. Stag Group Plc shares their hope to come to a mutually beneficial conclusion while emphasizing that Dragon Vapes Ltd (DVL) has a lot to gain from this deal as well. The teams agree to reach a conclusion and deal that is commercially viable. Let's begin!

09:55: Stag Group proposes the discussion of a number of agendas, the most important being market capitalization, inclusive of data privacy and employees. On being questioned by Stag Group, the CEO of DVL, Danielle Storm states her reasons for leaving the company however emphasizes the value the company holds in her eyes. The teams put off discussing numbers until all of the contingencies involved have been discussed. DVL is questioned on their decision to sell the company and respond by assuring Stag Group of the commercial viability of the company. The teams move on to discussing the product and the possibility of it having negative implications on the health of the consumer. DVL is confident of the monopoly of their product and this is reflected in their valuation of the company, with them valuing it at 160 million dollars.

10:10: Stag Group considers 95 million to be a fair market capitalization as opposed to the 155-160 million DVL is asking for. They propose the payment of 70 million by November because they recognize the importance of said payment to DVL. The teams move on to the discussion of data privacy and Stag Group shares that their company has been affected by it before. DVL admits that they recently had a data breach, but that the aforementioned breach bore no significant loss on the company. Stag Group proposes the retention of the DVL staff, citing that their experience plays a key role in the success of the company and that they add to the overall value of the company. Special emphasis is placed on the retention of James Lion as he is a key figure in the company and has contributed largely to its success. Stag Group also, with the exception of James, proposes a non-solicitation clause for 2 years.

10:25: Dragon Vapes Ltd proposes a formal meeting to alleviate concerns regarding the company and agrees to sign a non-solicitation clause. Stag Group seeks assurance that the employees and contractors will consent to waive the change of ownership clause as their retention is of extreme importance to them. They again question the valuation of 160 million and reiterate that they will be unwilling to pay a significant premium and that the WHA results are of little to no importance to them because these results will have very little significance to the value of the company. DVL requests a caucus at this point.

10:35: On returning from the caucus, Dragon Vapes Ltd dives into the topic of valuation and proposes a 125 million valuation. They further propose to indemnify StagGroup, should certain conditions be met, and propose a valuation of 110 million dollars, to which StagGroup proposes a valuation of 105 million along with future payments at a later date which depend on and are proportional to the performance of the company. The round ends with the teams shaking each other's hands and setting a later date for further discussions.

11:05: Answering a question proposed by the judges, DVL expressed their contentment with the conclusion they arrived at. The judges also questioned the sudden drop in valuation after the caucus as well as the indemnification proposed by them. They further suggest refining their timing. The judges appreciated Stag Group setting out and sticking to an agenda but remarked that the increase in valuation from 95 to 105 million was done arbitrarily. The team was questioned on their understanding of the indemnity clause, especially on the occasion of a data breach. They were advised to repeatedly tie the discussion back to their agenda.

Semi-Finals

Room 201: Team 117 v Team 114

12:56: Good afternoon and welcome to the first semi-final round of the 6th HSF NLUD INC 2019! The teams representing Shaadi With Me (SWM) and Tumble have arrived in the room and exchanged hearty salutations with each other and with the esteemed judges. Having defined the issues at hand such as acquisition, improve their PR, improve their safety and privacy mechanisms etc. Both teams have expressed hope for having a constructive negotiation session and arriving at amicable solutions that work well for both sides. 

13:11: The counsel for SWM states the reasons behind the company agreeing to be acquired by Tumble and requests further clarifications regarding questions over the timeline of acquisition. Rick, the owner of SWM, defines the main issue as the acquisition price; he states that SWM has an advantage with respect to the regulatory framework, popularity among youth. The counsel for Tumble also wishes to discuss the questions regarding the transfer of ownership and the regulatory framework extensively. He also requests the representatives of SWM to provide clarifications regarding the same. To this, the counsel for SWM assures the representatives of Tumble that they are here in the interest of good faith and full disclosure and states that there would not be much of an issue regarding the transfer of ownership and control of the rights owned by the colleagues of Mr. Monas at AAFT. The client for Tumble then raises the issue of media reports regarding potential disturbances and dissenting opinions among the colleagues, to which the representatives of SWM state that their legal team has made an evaluation regarding the same and they concluded that the hue and cry was more a result of media sensationalism and not any real issue. To this, the counsel for Tumble unequivocally states that Tumble would not be willing to take any exposure to this risk and thus wants to include an indemnity clause in the agreement regarding the same. This is agreed upon by the representatives of SWM. They now move on to the next issue.

13:26: The counsel for Tumble raises the issue of anti-trust regulations and potential risks regarding the same. He also requests for Tumble to provide an expedited timeline for the acquisition, as Mr. Monas wishes to complete the formalities as early as possible. To this, the client for Tumble states that the earliest transfer of control could be done only by December, contingent upon a representative from Tumble working closely with SWM for the entire duration. With regard to anti-trust issues, the concerns from Tumble are regarding the regulatory framework for the same. The next issue they embark upon is that of advertising contracts and marketing. The counsel for Tumble recognises that the advertising contracts with celebrities etc have been pivotal to the success of SWM and would like an assurance regarding the retention of these celebrities. To this, the counsel for SWM states that several A-list Bollywood stars have a change of control clause in their agreements, which would allow them to leave in case there is a transfer of control. However, Mr. Monas categorically states that the contracts were just legal formalities and the agreements were more a reflection of personal relationships that he shares with many of them. Hence, he believes that if Tumble agrees to include him in the process of renegotiation of contracts with the celebrities, they may be more amenable to the same. This is agreed upon by the representatives of Tumble. 

13:41: The counsel for Tumble requests that Mr. Monas hold a personal meeting with the various celebrities and include the representatives of Tumble in the same so that the process can move forward smoothly. With this, the two sides agree upon putting the issue of advertising contract on the back burner and move on to other issues. The next issue they move to is the issue of the regulatory framework. The counsel for SWM states that they are fully compliant with existing rules and regulations and have a head start with respect to compliance with any future changes in the regulatory requirements. He also states that since Mr. Monas has a personal equation with the officials, any surprises or hiccups with regard to compliance with present and future regulatory requirements will be prevented. The counsel for Tumble then suggests that owing to the intricacies and complexities of the regulatory process, the two companies set up a joint committee in order to work through the regulatory process. The reply from SWM is that since they are fully compliant with the existing rules, setting up an official committee would be overkill and thus prefer a more informal purpose. The two sides agree upon this proposal.

13:55: The next issue they move on to is that of valuation of the acquisition. The counsel for SWM states that Mr. Monas would be looking for sale of the entire business and all its components at once and would like the payment to be made upfront. Thus, he requests Tumble to state if they had a price in mind. To this,Tumble states that they might not want to purchase the Save The Date component of the business as it has not seen much popularity. To this, the reply from SWM is that weddings are a very lucrative market in India and the company would have the opportunity to grow in the future. The base price quoted by Tumble is in the range of 11-12 million. To this, SWM's counsel states that a price of 17 million would be more appropriate, provided the advantages that come along with SWM. To this end, Tumble states that they would only be able to pay 10 million this year and would require a deferred payment system for any further payments. This is agreed upon by SWM. With this, we come to the end of the round.

14:00: The first Q&A session would be conducted for the representatives of SWM. The first question posed by the judges was regarding the priorities of the representatives before coming into the round. To this, the team replies that their priorities were to discuss the valuation of the acquisition, timelines regarding the same and the issues regarding the indemnity clause. The next question posed by the judges was why did they spend so much time on the issue of celebrity contracts? To this, the team replied that it seemed to be an important issue for the other side, which is why they discussed it at length. The next question posed was how satisfied the team was with regard to the pricing issue? To this, the representatives replied that they were unable to discuss the issue as much as they wanted to and the issue became complicated when Tumble expressed reservations regarding Save the Date. With this, we come to the end of the first Q&A session.

14:15: The first question posed to the representatives of Tumble was regarding their priorities and expectations from this negotiation. To this, the team replied that their primary concerns were with regard to valuations, advertising contracts and the safety/privacy measures. The next question posed by the judges was whether they had a strategy in mind with regard to ownership issues. To this, the team replied that they took the issue very seriously and thereby discussed it at length. They felt the need to investigate the allegations of dissent in the interest of protecting their client from exposure to risk and thereby took the issue more seriously than the other side. The next question posed by the judges was how high did the representatives of Tumble hold the issue of regulatory compliance? To this, the reply was that since new regulations were expected to be introduced and the process was to become more stringent, Tumble wanted to ensure that they did not run into any hurdles in the future regarding the same, which is why it was a very important issue for them. With this ladies and gentlemen, we come to the end of the second semi-final! Stay with us for more exciting updates.

 

Room 202: Team 140 v Team 118

12:50: Welcome to the Semi-Finals of the 6th HSF Negotiation Competition! Today we will be witnessing an interesting negotiation between Shaadi With Me (Founder and CEO- Rick Monas)-, a match-making service operating in India since 2016 and Tumble plc (Head of Business- Bill Cupid), an online social tool based in the European country, Bestonia. The parties have taken their seats, exchanged pleasantries and we're all set to begin! The discussion begins with Rick Monas expressing his gratitude to Bill for meeting him and mentions how he hopes to get some commitment of exclusivity from Tumble's side beforehand so SWM can be sure that these plans of purchase do end up materializing. Bill conveys that he doesn't feel comfortable establishing a commitment of exclusivity just yet and would deliberate on the price of the purchase before the same. 

13:05: Deliberation on the quotation price continues with 14 million being stated from the side of Tumble and a demand of 17 million coming from SWM. Tumble mentions that their quotation is for the dating service alone and not for the marriage service 'Save the Date'. Rick, however, urges him to reconsider and give thought to the Indian culture and how dating easily translates into marriage here. However, Tumble's counsel doubts the same regarding the fact that only 2% of the couples that met through SWM went on to use STD. Rick here expresses his concern that the businesses are strong only when together and is hesitant to sell just one alone. A solution is pitched by him to provide a license to Tumble to use the STD app along with regular business instead of buying the entity itself. Once again, Tumble is not convinced about how this would be profitable would be for them. Bill suggests that they push aside this dialogue for no and come back to it later.

13:20: The agenda is now set to discuss the way in which SWM has marketed itself so a similar strategy could be applied in the context of Tumble. In response, Rick says that the quality of the app speaks for itself. But speaking of advertising, he says that using popular public figures who happen to be his close friends has given them an easy sail. Considering that the advertising is based on a mutual relationship, Tumble's counsel requests Rick to provide them assurance of the fact that at least the top 10 of his celebrity friends continue to advertise for Tumble as well. They expect Rick to carry on that conversation so that the marketing continues as well as before. In response, SWM's counsel tries to emphasize how this kind of a formal agreement with personal contact will have a social cost which may actually drive them away. He suggests that as of now it would be better to discuss the details of purchase-including ownership before talking of consequential topics like that of marketing.

13:35: A concern is raised by Bill Cupid at this point regarding litigation claims that have been flying against him in various tabloids, with figures quoted as high as 2 million. The issue is dismissed by Rick and he says these are frivolous rumours from his schooldays which he doesn't feel are relevant to the purchase of SWM. Instead, the exchange moves on to discuss the problem of cat-fishing and loose security that Tumble has been experiencing in this past. As a solution, Rick suggests that he stays a 23% shareholder so over time, with assistance in terms of security and information, they can reach a middle ground on this issue. They talk about a relationship they have with an information officer who would be of great help. Tumble's counsel, while not denying the offer, suggests that they move on to a separate dialogue for now.

13:40: The discourse now once again move to the price for the arrangement. Various factors are considered including a possible exclusivity agreement between Tumble and SWM, whether or not Tumble should buy STD and provisions being made from SWM's side for marketing and providing advertising by contracts with Monas' friends. Unfortunately, the meeting was to be wrapped up before a mutual agreement could be reached. The parties shook hands and expressed their desire to meet again to negotiate these terms sometime later.

13:50: The Q and A session begins with a question being posed to Tumble regarding the timeline that they preferred. In response, the counsel talked of how they wished for the sale to be made in the holiday season so that there is enough time to build a relationship with the other company and not push the important logistical issue, all while keeping other opportunities on hold. Another question was about their strategy for the price quotation. Bill said he considered many facets including the market price, flexibility of the company in providing marketing benefits, etc. However, he feels that the discourse drifted from these key points and thus it was hard to come to an accord regarding the same. 

Finals

15:40: Good evening and welcome all! Here we are in the finals of the sixth HSF-NLU Delhi International Negotiation Competition 2019, with Teams 140 and 117 competing against each other. The problem for this round is 'WIFAST' and it deals with negotiations between Rapid Network Connections Plc (RNC) and the country of Hostaland. The judges have arrived and are seated. Both teams are ready to negotiate and compete for the top position of the competition. And here we begin!

15:50: The teams introduce themselves and Mr. Grey of Rapid Network Connections PLC begins the negotiations. He asserts the important position RNC and its technology occupies in the region and the market. RNC's counsel clarifies their expectations from an agreement with the Government of Hostaland, represented by Ms. Ming and her counsel. The counsel from Hostaland puts forth that any negotiations that would continue should be completed in good faith. Both parties are poised to "work together today and in the future as well".

16:05: Hostaland's counsel provides the opposing party with an agenda for the meeting, which is met with much support from RNC's counsel, excepting a few items. These were dealt with and sorted out amicably. RNC's Mr. Grey explains why choosing Hostaland for their regional expansion policy was favourable for them. The parties decide to deal with higher priority issues first and more details later. Hostaland's counsel clarifies to the opposing party that due to separation of powers that while they are in authority to negotiate on behalf of the national government but cannot guarantee that local authority compliance to their decisions. RNC asks for legal indemnity for unreasonable denials of permission to invest, set up, and operate. Hostaland's representatives clarify that while no such indemnity can be given, they are ready to take an undertaking to follow reasonableness in dealing with2 denial cases and frustration in such cases.

16:20: The teams move to a discussion on the Telecommunications Act. Hostaland clarifies that they can not do anything to revoke the provisions of the law. Both parties agree to the vagueness in the language of the 'TPII', especially in terms of how a private entity would be a part of its framework. Hostaland asserts that it does apply to private parties. They also assure that arbitration, as mentioned in the 'TPII', is a fast and expedient enough mode of dispute resolution. RNC asks the opposing party if they are ready for binding agreements with regard to when government action will be taken on the company and its operations. After an agreement to basic manner in which such agreement would be formed and a commitment to iron out all issues in future discussions, the discussion moves to the issue of data security. RNC explains that they are a private enterprise and, in response to directed questions from the opposing party, answers that they need not and do not share any user and private information to the Government of Radisia.

16:30: Hostaland's counsel puts forth a proposal to allow them to make appropriate 'checks' on what kind of data is kept and shared by RNC in its operations. After appropriate clarification on the same, RNC's counsel clarifies that due to strict data security, they would not be able to provide access to the data of the users to the government. When Hostaland responds with a proposal to store and align data in the country, RNC asserts that such a step would pose a severe competition threat from domestic telecommunications companies in Hostaland. Hostaland clarifies that they do not aim to 'spy' on their citizens and their data. The discussion moves to how commercially significant information would be protected in terms of technology used and secrecy to prevent corporate espionage and that technology when in government hands, must be treated with absolute secrecy.

16:45: After an agreement among the parties on the previous topic, the discussion moves to the purchase policy. Hostaland explains why they must keep a minimum limit of their purchases from the suppliers for the new projects to be undertaken in the country. However, due to major divergence on the issue, the parties decide to move onto further items. Hostaland explains that Mr. O'Waive, who is part of the government of Radisia and also a member of RNC's board of directors, is a person whose association with the project could be very negative for national security and media perception in Hostaland. The parties agree to minimizing and limiting his participation and interference in the Hostaland projects. The teams end on an amicable note and decide to continue negotiations in the future. We'll look at the question-answer session in the following updates. 

17:05: Q/A for Team 140 has begun. In response to a question to Hostaland regarding whether as a government the team was conceding too much, they explained that due to the presence of the TPII, they had to treat them in a non-discriminatory manner only. On a question on the team's decision to seize assets in war-times and compensate appropriately, the team concedes to the fact that in hindsight, the same was not the best decision. Judges state that though investment is supposed to bring jobs and improve production, the team decided to allow only fifty per cent of the purchases being made from Hostaland. The team agrees to being generally liberal during negotiations, due to possible benefits to Hostaland, and also clarifies their strategy in the round. The judges appreciate the performance by both members in the round and close the Q/A session on a positive note.

17:20: Now it's time for Team 117's Q/A session. The judges ask why RNC took lead in a manner which appeared disrespectful to the government side; the team justifies their stance through the argument on a 'level-playing field', since the government was supposed to have a stronger case in such a scenario. The session turns to how the relationship and coordination worked between the two members of the team, as the team explains that the counsel took care of the 'nasty business' while the client struck agreements with the opposing party. The judges observe that the team got through the negotiations a lot of what they expected from the negotiation. The judges place much emphasis on the fact that negotiations with the government have a wholly different dynamic than in other situations. The judges provide positive feedback to the team and acknowledge the creative arguments and victories in the negotiation.

The judges are extremely elated at the quality and flow of negotiations in the round. The observers and teams wait abated for the Valedictory Ceremony for the results of the round. See you soon, stay tuned!

Valedictory Ceremony

Moot Court Hall

18:30: Hola people! Here we are, in the hallowed Moot Court Hall of National Law University, Delhi, about to witness the culmination of a three day long roller coaster ride : the 6th HSF-NLU DELHI International Negotiation Competition. The dais is adorned with an array of astral personalities. We have Prof. (Dr.) G.S. Bajpai, Registrar, NLU Delhi, Mr. Chris Parsons, Chairman, India Practice, Herbert Smith Freehills LLP and Ms. Manjaree Chowdhary, Executive Director and General Counsel, Maruti Suzuki India. NLU-Delhi is beholden to all of you, dear dignitaries, for gracing us with your presence this evening. We also have Mr. Mark Bardell, Partner, Herbert Smith Freehills LLP gracing us with his benign presence this evening. Divyansh Joshi, the student coordinator of INC 2019, takes hold of the mic with his signature smile. He welcomes everyone to the ceremony and introduces us all to the esteemed panel.

18:35: It's time for the Registrar's address! He starts off by expressing his heartfelt gratitude towards all the judges who very kindly consented to spare their time for the event. He welcomes all the guest and thanks them for their presence this evening. He applauds the teams from Macquerie University and University of Oxford for reaching the finals of the competition. He hopes that all the teams have acquired timeless treasures from this event in terms of experiences and memories. Prof. Bajpai expresses his accolades for Mr. Daniel Matthew and appreciates his invaluable contribution to the event for the past six editions. He jokes that Mr. Mathew's presence diminishes his own role in the event. He ends his address on a humorous note saying that he knows we're all waiting for the results and the results will definitely be announced today! Over to Mr. Chris Parsons now.

18:40: Mr. Parsons commences his address by expressing his cordial gratitude towards NLU Delhi for successfully collaborating with HSF for the past 6 years. A resounding round of applause for their efforts! He says that he could go on and on singing praises of the institution and thanking it. But he wants to expound his concerns regarding another serious issue glaring at the face of the corporate world today - the issue of mental health. He narrates his personal history of mental health issues, and very frankly shares the tale of his troubled childhood and his 'love affair with alcohol'. It is great to see how Mr. Parsons has paved way for an open discussion on a topic such as mental health. He says we must always take note of other people's skills and positive attributes. At the same, we must not lose sight of our own personalities and qualities. He restates the takeaway of his address - Let's all abolish the stigma associated with mental health. Let's foster communications, strike conversations and help each other! With this, he signs off.

19:00: Up next, we have Ms. Manjaree Chowdhary. She was one of the judges on the panel for today's final. Ms. Chowdhary commences by conveying her gratefulness to HSF and NLU-Delhi for inviting her to the event today. She says if she had a choice, she would like to go back to college and study and tells us how one must make the most of college life. She shares her personal experiences about studying in London on a scholarship, coping with a bunch of issues and her struggles and fun stories at different law firms. She wants us to become aware of the skills we will require a few years down the line when we enter the world of law as full-fledged professionals - coping ability, balancing ability and the ability to interact with people dexterously. She says that one might get into a top-notch law school but dealing with the profession in its bare, raw form requires an altogether disparate skillset. She says that she'd be more than happy to educate the students of NLU Delhi about these coping skills if the University bestows such an opportunity upon her. She tells us about her experience as the first woman GC of Maruti Suzuki. She concludes with a word of gratitude to the University for having her here.

19:20: And now, the wait and anticipation come to an end. Hold your breaths people! We're about to give away the awards. The awards for the best negotiation plan goes to the Sydney University Law School! Put your hands together for the team. Up next, the best negotiator award: Louisa Dimarco from the University of Sydney. The spirit of the competition award, decided by a ballot amongst all the participants, goes to the Obafemi University. Congratulations to the winners! Some moments of reminiscence now! A video of all the participants and the competition is screened. We can't believe that the three-day saga will culminate today. As the video plays, participants smile and laugh and look at the memories they have created over these three days. Thanks, Tanishka, Saloni and Sumati for assembling the memories into a video for us to cherish.

19:30: And now, the moment we've all been waiting for. The winners of the 6th HSF-NLU  Delhi INC are

*pause*

*anticipation*

*guesses*

THE UNIVERSITY OF OXFORD!

A huge round of applause Ladies and Gentlemen! Now come the runners up- MACQUARIE UNIVERSITY! Put your hands together for them! Both the teams put up a spectacular show throughout the competition. Congratulations on your stellar achievement!

19:35: Mr. Daniel Mathew takes over the podium to extend the vote of thanks. The foremost word of gratitude goes to Herbert Smith Freehills LLP for collaborating with NLU  Delhi to organize this event successfully year after year. Sincere thanks to the VC, the registrar and NLU Delhi as a whole for being the perfect hosts. He thanks Savy and Vrinda, both alumni of NLU Delhi and driving forces behind the seamless conduction of the event. Vrinda is the girl who toiled behind the scenes to coordinate everything. Savy is the guy who did a lot throughout the event but also framed the negotiation problems inter alia. If you found the negotiation problems too hard, blame Savy. If you found them too interesting, thank Savy. If you found them to be both, put your hands together for Savy! And how can one stop without thanking the most dedicated, the most hard-working and the most sleep-deprived people in the room - the Organizing Committee. A word of gratefulness to our devoted team of volunteers who put in a lot of effort to ensure the success of this event. And yes - last but not the least - thanks to our beloved student coordinator Divyansh Joshi. He's the guy who made the INC 2019 possible.  

But wait! a little surprise before you leave..

the Santa has decided to keep his promise. The best introductory video award goes to Chuo University. Here comes your box of sweet delicacies.

For everyone else in the room - here comes your box of sweet memories! Relish them forever! Cherish them forever!

Adieu till we meet again!

No comments yet: share your views

Latest comments