Course Details

International Business Law Negotiation

This course teaches hands-on, real-world negotiation skills in a simulated negotiation in which Northwestern and University of Chicago law students will represent either a US pharmaceutical company, KJH Pharma (KJH) or an African agricultural production company, Malundian Cassava Corporation (MCC). The two companies are interested in working together to exploit a new technology developed by KJH that uses the cassava produced by MCC. The form of their collaboration will consist of drafting and negotiating a non-disclosure agreement, letter of intent, a joint venture agreement, a licensing agreement, and a long term supply contract or some variation. The negotiations will take place through written exchanges and live negotiations that will be conducted via zoom. The purpose of the course is to provide students with an opportunity to: (i) experience the development of a business transaction by negotiating, drafting and redlining agreements; (ii) participate in a live, extended negotiations in a context that replicates actual legal practice with an unfamiliar opposing party and unfamiliar environment; (iii) understand the business and legal issues that impact the negotiation; (iv) gain insight into the strategies used in negotiations and the dynamics of international business transactions; and (v) learn about the role that lawyers and the law play in these negotiations. Students are expected to spend time working in teams outside of class to prepare written communications and for live negotiations. Class discussions will focus on the deal framework, strategy for the negotiations and tactics, as well as the substantive legal, business and policy matters that affect the transaction. Evaluation will be based upon class participation, contributions to the written communications and a final paper. COURSE MATERIALS: TEXTBOOK: D. Bradlow and J. Finkelstein, "Negotiating Business Transactions: An Extended Simulation Course" (Wolters Kluwer, Aspen Coursebook Series, 2013). COURSE REQUIREMENTS: In order to successfully complete this class, students must meet the following requirements: 1) Active participation in: (i) class discussions; (ii) meetings outside of class to develop and respond to written communications exchanged in the negotiations; (iii) live negotiations; and (iv) class analysis of the negotiations. Each participant will serve as part of a negotiating team for at least one negotiation session. The functions of the negotiating team include: (i) preparing an initial draft communication for the class to consider as it develops the next communication in the negotiations; (ii) presenting the strategic thinking and rationale leading to the draft written communications and responding to class discussions on these matters; and (iii) preparing and submitting the final communication to the opposing party in a timely manner. Contributions as negotiators and leadership in preparing negotiation materials and strategy are highly valued. Participation in class discussions will constitute 25% of the final grade. Participation and conduct of negotiations (in which a student is on the negotiation team) will constitute 25% of the final grade. 2) Throughout the class and the negotiations, each student must prepare 2 written memorandums updating management on the process, strategy and progress of the negotiations. Each memorandum should be approximately 2 pages and no more than 3 pages (double spaced). The memorandum should contain the student's pre-negotiation summary, the progress and tactics of the negotiation, and an analysis of the team's strategy versus outcome. To the extent that the student is making significant contributions in meetings or discussions, the student should reference these contributions and their relationship to the success of the negotiations. The 2 memoranda will collectively constitute 20% of the final grade, and are evaluated based on insight, organization and clarity of writing. 3) Each student will prepare a paper on a topic as agreed to by the student and Professor. The topic will be determined during the final week of live negotiations, and will include an assessment of the degree to which the class achieved the goals established by the Board of Directors (in secret instructions), along with an assessment of the merits and limitations of different strategies employed by the class. The final paper should be in the form of a memorandum to the Board of Directors. 8 - 10 pages. The paper is due on the last day of Final Exams, submitted to the Professor via email. The final paper will constitute 30% of the student's final grade. COURSE MATERIALS: There is a reasonable amount of reading materials required for this course, including materials for the first class, which should be read prior to the first class. Pre-requisite: Negotiation LLM students may enroll in Negotiation and International Business Law Negotiation concurrently with professor permission

Catalog Number: LITARB 604
Practice Areas: Civil Lit. and Dispute Resolution
Additional Course Information: Experiential Learning, Professional Writing

Course History

Fall 2023
Title: International Business Law Negotiation
Faculty: Chadha, Paul (courses | profile)
Section: 1 Credits: 3.0
Capacity: 12 Actual: 11

Fall 2022
Title: International Business Law Negotiation
Faculty: Chadha, Paul (courses | profile)
Section: 1 Credits: 3.0
Capacity: 12 Actual: 9

Spring 2022
Title: International Business Law Negotiation
Faculty: Chadha, Paul (courses | profile)
Section: 1 Credits: 3.0
Capacity: 12 Actual: 11