DAY 2, 10 SEPTEMBER<\/strong><\/h2>\n<\/div>\n

PRELIMINARY ROUND I<\/span><\/p>\n

Room 102 | Team Code 103 vs Team Code 127<\/span><\/p>\n

10:11:<\/strong> The judges and participants have arrived! They exchange pleasantries introduce themselves to each other and the round commences. The CEO of Gardener begins by highlighting the quintessentially English image of the brand and expressing their enthusiasm for collaborating with Drapery. The COO of Drapery talks about the history and values of Drapery. She explains the offers and highlights how the industry is dynamic and ever-changing, and how much they admire Mr Weatherford. The counsel for Drapery lists all the issues they have in mind: the brand image, the acquisition offer and the ‘alleged’ issue of intellectual property. Substance aside, Gardener’s counsel is rather careful – he requests that the teams sign a confidential agreement first!<\/p>\n

10:26:\u00a0<\/strong>The COO of Drapery asks for a ballpark figure for the acquisition of JG. The CEO requests that the transfer of Mr. Weatherford be discussed first. Gardener highlights how Mr. Weatherford is an important figure in the design consistency of the Gardener group. The discussion moves on to the importance of the ‘Quintessentially English’ image of JG and how keen they are for it to be maintained post the acquisition. Drapery assures them of the same. The counsel for Drapery enquires about the alleged IP issue with Freedom. Gardener let them know of an impending settlement for the issue with freedom, for which the discussion is still ongoing. The COO for Drapery directs the discussion to the inclusion of an indemnity clause. As Gardener seems to agree, they put forth a maximum value for the indemnity clause. The offers and counter offers for the amount of the indemnity clause begin, with each side justifying their offer keeping in mind the possible losses and litigation or other costs involved!<\/p>\n

10:41:<\/strong> The parties reach an impasse, and the discussion moves on to the transfer of Mr Weatherford again.\u00a0<\/span>The CEO of Gardener suggests that Mr Weatherford works for JG for 30% of his working hours for the time being as he has been in rebuilding Gardener post-pandemic. Drapery seems to agree, they also express their wish to employ him permanently after a period of time. They now reach a consensus! <\/span>The next issue on the table is employment standards. Gardener insists that their employees are retained and the standards are maintained as fair employment is an important value at their company. Drapery readily assures them of the same as fair employment and ESG is extremely important for them as well. <\/span>The discussion begins on the supply chain model of Gardener, with the counsel for Gardener explaining how their manufacturing is based in the UK and their future goals for the same. The Drapery group also explains their plans to expand to the European luxury market.<\/p>\n

10:56: <\/b>The counsel of Gardener explains the exclusive nature of the IP rights and asks whether Drapery would want to acquire those. The representatives of Drapery need some time to decide that. Drapery now taken a caucus! Drapery proposes that a change in the initial figure quoted, to account for the IP rights, however, it is subject to further negotiations. Gardener’s counsel clarifies the structure of the proposed acquisition. Keeping in mind the brand image of Gardener they request an increase in the amount as they are bound to make more profits. As there seems to be an impasse in the figures quoted, the counsel for Drapery proposes an agreement for the IP rights in terms of the percentage of the total cost of acquisition. An increase to that would depend on the revenue made by JG.<\/div>\n

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11:06:\u00a0<\/strong>The CEO of Drapery expresses their commitment to the growth of JG even after the acquisition and extends full support for personnel and manufacturing. They express their full faith in the abilities and expertise of Drapery. They ask for a share in the future profits of JG in exchange. The representatives of Drapery express their inability to comment on that, and promise to clarify with their board of Directors and get back to them in the next round of negotiations. With 3 minutes left for the round, the teams attempt to go over calculations again. Time, time, time – they then postpone it to a later stage. The parties have provisionally agreed to employ Mr Weatherford for 30% of the working time. And the assistance from Gardener Group in manufacturing. Drapery has assured them of the same standards of ESG and employment. The round wraps up, with parties promising to meet again as soon as possible!<\/p>\n<\/div>\n

Room 105 | Team Code 108 vs Team Code 128<\/span><\/p>\n

10:14:<\/strong> Greetings, everyone! Both the parties have introduced themselves and have exchanged pleasantries. Drapery initiate the deliberations by establishing the agenda of the negotiation and their expectations from the same. The parties share their apprehensions and their willingness to align their interests. Drapery\u2019s interests concern the acquisition of JG, and established that they would like to preserve the quintessentially English image and the brand value of the company. Drapery’s core agenda is to make sure that the legacy of their company is maintained.<\/p>\n

10:29<\/strong>: Gardener Group establishes their interest in Drapery and wishes for their expansion and growth. Gardener Group looks forward to discussing the employee transfer from Jack Gardener, keeping their reputation intact and the uncertainties around transactions. Establishing their agenda, Drapery seeks access to the subcultures of the Gardener, intends to further the success of their established business with their proven skills in the market and clarify the rumours regarding impelling lawsuits. Both Gardener and JG are looking at a successful merger with Drapery and preservation of their businesses.<\/p>\n

10:44:<\/strong> The agenda set by the Gardener Group for the negotiation primarily entails preserving their quintessentially English nature, a non-solicitation agreement, Weatherford\u2019s role and innovation. Drapery highlights their concern about the timeline of the collaboration. Further, they discuss Mr. Weatherford\u2019s skills and experience that make him the perfect match for Drapery. As Gardener presents their concern over the pending lawsuit, Drapery looks to clarify the status of the pending litigation.<\/p>\n

10:59:<\/strong> Gardener Group shares the nourishing culture provided to the employees by their company and adds that it has similar expectations post-collaboration. Gardener Group is persistent about certain prerequisites such as<\/span> agreement on time period of the acquisition\u00a0and non-solicitation of\u00a0<\/span>Mr. Weatherford or any other employee. Additionally, they wish to retain control of the trademark for preservation of the consumer market. The parties negotiate the time period and participation of Mr. Weatherford as Drapery insists on his full engagement for 5 years with them. However, Gardener Group is willing to limit Mr. Weatherford\u2019s participation to guidance and to assist Drapery in establishing their business.<\/p>\n

11:05:<\/strong> The parties deliberate upon Mr. Weatherford\u2019s tenure. To conclude, Gardener Group retains some control on the trademarks and Mr. Weatherford\u2019s guidance and assistance will help Drapery establish their business. Gardener briefly discusses their concerns regarding privacy, IP freedom and ESG. They further their aim to discuss other relevant contentions in future, and wrap up the negotiations!<\/p>\n

Room 103 | Team Code 104 vs Team Code 123<\/span><\/p>\n

10:12<\/strong>: Greetings, everyone! The representatives of Gardener and Drapery have settled in their seats, and we are ready to begin what we hope will be a wonderful round of negotiations. The parties shake hands, and introduce themselves. Here we go! Drapery opens with expressing its interest in the acquisition of JG, and a symbiotic relationship between the two parties. The Counsel for Drapery highlights their agenda for this negotiation session. This is followed by the opening statements of Gardener, who look forward to reaching an amicable solution in this session.<\/p>\n

10:27<\/b>: Both parties set the agenda and get the boll rolling by discussing Drapery\u2019s IPR related concerns. Drapery highlights the uniqueness and independence of its brands, and enquires about the IPR issue faced by Gardener with respect to Freedom. Gardener assures Drapery that it is in correspondence with Freedom, and is working to resolve the concerns raised. Gardener is rather reassuring – if the acquisition is finalised, Drapery need not worry about potential litigation with Freedom.<\/p>\n

10:42: <\/strong>The parties continue to deliberate on the details of the IPR issue. Gardener suggests moving on to discuss the valuation of JG, and taking up the IPR issue again at a later point. Drapery is rather amenable to Gardener’s suggestion. Gardener once again speaks of \u201cquintessentially English\u201d identity of JG, and the parties further discuss their respective valuations of JG. Drapery mentions that their valuation includes the acquisition of Mr. Weatherford, who has worked very hard to help JG reach where it is today.<\/p>\n

10:57:<\/span><\/b>\u00a0<\/span>The parties discuss the details regarding the supply chains, labour employment terms and the maintenance of the \u201cquintessentially English\u201d identity of JG after the potential acquisition. Drapery tries to ameliorate the apprehensions of Gardener, and assures them that their expectations regarding labour employment terms would be met. The parties move to discuss the inclusion of Mr Weatherford in the acquisition of JG by Drapery. Gardener expresses its intention to retain Mr Weatherford and his importance to the company.<\/p>\n

11:04:<\/span><\/b>\u00a0The time allotted for this negotiation session is almost over, and the parties are attempting to reach an agreement on the details of the employment of Mr Weatherford in the context of the valuation of the JG. The terms of Drapery\u2019s latest offer is being considered by Gardener. However, the paucity of time prevents the parties from discussing the intricacies of the offer being tabled. The parties take cognizance of the same and agree to discuss the offer in future sessions. Closing remarks are exchanged and the parties thank each other for a fruitful session.<\/span><\/p>\n

Room 204 | Team Code 112 vs Team Code 122<\/span><\/p>\n

10:14:<\/strong> <\/span>Welcome one and all! The judges, clients and counsels have entered the room. Drapery Inc and Gardener Group have exchanged pleasantries. Both parties reaffirmed the need for confidentiality and their aim to achieve a fruitful deal. Client for Drapery expresses their interest to acquire Jack Gardener, the traits they admire about Gardener, and specifically their concerns for their workers. Counsel for Drapery follows up with their agenda for the negotiation. This includes pre-acquisition concerns and the terms of potential specific agreement. Within minutes, both parties have reached the consensus that Drapery and Gardener are a match made in heaven!<\/p>\n

10:28:<\/strong>\u00a0<\/span>Gardener enters the negotiation by strongly setting out their agenda that includes discussing aspects of the bidding process, the quintessential English character of Jack Gardener products, and the employment of Mr. Hugh Weatherford.\u00a0<\/span>A major concern of Drapery Inc., the \u00a32,000,000 worth IP rights is discussed with veracity.\u00a0<\/span>Counsel for Gardener addresses the questions regarding IP concerns which have affected the brand heavily. Drapery further presses for a surety regarding the non-escalation of the IP rights issue. Counsel for Drapery proposes an indemnification process for any future legal proceedings against Gardener. Gardener agrees readily, at the heart of a win-win situation, is a healthy understanding between the parties! <\/span>Further, both parties discuss valuations for the acquisition.<\/p>\n

10:44: <\/strong>A Non-Disclosure Agreement has been brought to the table by the client for Drapery to protect their interests from IP rights and whistle-blower concerns post-acquisition. The poor working conditions at Drapery\u2019s manufacturing centres have been questioned by Gardener. Counsel for Gardener appreciates the transparency and mutual respect throughout the negotiation process. Drapery takes accountability for certain labour concerns, while reassuring Gardener that they are working to the best of their ability to\u00a0hold matters under control. Gardener presses for particularities on this concern, while respecting the privacy of a global brand, like Gardener. Client for Drapery and Counsel for Gardener appreciate the beauty and quality of each other\u2019s products. The discussion ends with counsels of both parties summarising the broad matters addressed till now.<\/p>\n

10:57:<\/strong> The cost-effectiveness and legality of the labour concerns are put to rest respectfully by both parties, who seem pleased with the discussion that played out. Drapery expresses its reservation regarding the establishment of manufacturing centres, post-acquisition domestically to retain the quintessential English character of Gardener. Drapery proudly boasts of its ability to retain the essence of locality despite being an authentic American brand. Client for Gardener expresses their major goal to retain Gardener\u2019s intangible assets, designs and IP rights which may disturb the valuation of Jack Gardener, according to Drapery. With multiple subsidiaries all over the world, Counsel for Drapery does not shy away from claiming that they serve its commercial interests by being global, in its truest sense.<\/p>\n

11.05:<\/strong> The negotiation is drawing to its end. Both parties are content and satisfied with the issues ironed out and consensus achieved. As the judges listen intently, the parties discuss the post-acquisition shareholding. Gardener, a family-driven brand and Drapery, a truly global luxury conglomerate end their discussion positively, hoping for future rounds of negotiation to finalize the specifics of an acquisition agreement. Both parties express their gratitude towards each other and leave the table with broad smiles!<\/p>\n

Room 205 | Team Code 113 vs Team Code 121<\/span><\/p>\n

10.05:<\/strong> Welcome one and all! Both parties, the Gardener Group and Drapery’s have exchanged pleasantries. The negotiation starts off with introductions by Drapery and they express their willingness to negotiate while establishing their interests and concerns and their wish to reach a mutually beneficial agreement. the CEO of Gardener group starts out by introducing the historical significance of their company and their values. Gardener’s counsel expresses her interests and concerns and lays the foundation for negotiation.<\/p>\n

10.20:<\/strong> Both parties introduce themselves and discuss their agendas as well as aspirations to be derived from this negotiation. Drapery Inc. starts out by introducing their company and discussing their motivations for acquiring the luxury brand of JG. They also discuss the tenure of Mr. Weatherford and his association with JG. JG clarifies their position of retaining Mr. Weatherford as their company has gone through a lot of change and they would like some stability regarding the same. They also discuss his non-compete clause. Drapery enquires about all legal liabilities that might be attached to this acquisition and JG clarifies the same. Drapery emphasizes on maintaining the Quintessential British Brand<\/em>\u00a0even after the acquisition.<\/p>\n

10.35:<\/strong> Drapery Inc. and JG discuss their minority shareholders agreement and its minute details. JG justifies this by their want to preserve the quintessential brand image. They also put forth that they would like one director on board who would help in aligning both the parties\u2019 motives and aspirations. Regarding this, JG is slightly unconvinced but promises to keep an open mind for ease of creative synergies. Mr Weatherford\u2019s tenure is discussed again and both parties believe that an amenable solution could be reached in that regard. They further move to another agenda: Corporate Social Responsibility. Drapery Inc. moves forward and puts forth that they want to uphold the best ESG standards with a CSR focus as this is what both parties would like to maintain. JG offers their employees on better or similar terms and also their factories under the acquisition as they would know the technical know-how already and would help with the same and it would also help in maintaining the image and essence of JG.<\/p>\n

10.50:<\/strong> The discussion of employees and Factories moves further and Drapery promises to maintain the best standards for their employees and maintain the same ethical standards that were used while they were working under JG. Drapery Inc. summarises the whole agreement for the ease of both parties. JG then addresses the elephant in the room which is the monetary value of the acquisition. Drapery Inc. redirects the negotiation to the admiration and tenure of Mr Weatherford and that they would very much like to have him on board after the acquisition. Both parties discuss various strategies to maintain the tenure of Mr. Weatherford in both companies. JG mentions their new collection with a famous artist and Drapery Inc. confirms whether such a collaboration will be part of the purchaser’s agreement. JG clarifies that they would be positively open to potentially including the same and they reach an amenable agreement.<\/p>\n

10.57:<\/strong> JG leaves the room to take a caucus. JG comes up with a new solution and agrees to share Mr. Weatherford\u2019s time in a 50-50 share after discussing it with him. Drapery Inc. does consider this an amenable opportunity. They discuss other more modified solutions and leave it to Mr. Weatherford\u2019s discretion at the end. Drapery Inc. swiftly moves on to another agenda which is the legal liabilities. They put forth they would like to be indemnified against the lawsuit as they are wary of taking unknown risks. Further, they would like to engage in a PR campaign to heighten the brand image of JG after the lawsuit!<\/span><\/div>\n

Room 211 | Team Code 114 vs Team Code 119<\/span>
\n10:23:<\/strong>\u00a0Welcome one and all! Parties Gardener and Drapery have exchanged pleasantries. To represent Gardener and Drapery we have their respective CEOs and General Counsels. The CEO of the Gardener Group establishes their market position and interest in a possible deal together with Drapery as the other side shares their concern over a possible lawsuit and the possibility of an indemnification clause. The Counsel of Gardener explains that they are in an advisory manner and would like to keep the discussions confidential.<\/p>\n

10:37: <\/strong>Gardener present their three-fold agenda seeking an agreement in principle for a 25% ownership stake deal while keeping the sustainable nature of the company at heart. Drapery on the other hand would prefer a full right to the company that they acquire to properly establish their position in the United Kingdom as well as to do this in a timely manner. At this juncture, Gardener\u2019s CEO is confident of the knowledge of their customer base. Gardener looks at the best manufacturing and revitalising a suffering establishment. Parties are also looking at Drapery to get a fully functioning company and the market supply chain that they desire. To this, Drapery raises concerns over Gardener\u2019s ability to manage three different markets post the deal to which the other side expresses their definite ability.<\/p>\n

10:52: <\/strong>Gardener’s CEO clarifies that the proposed 25% sell-out can be negotiated. They attribute their recent losses to Covid, Brexit and other external factors. At this juncture, Drapery\u2019s executives take their caucus. A counter-offer of a 50% stake at 250 million pounds apart from a clause necessitating Drapery\u2019s assent to a further sell-out to a third party is what Drapery propose post caucus. After Gardener\u2019s caucus they present another counteroffer of 50% at 450 million pounds because of their current evaluation in order to acquire further capital.<\/p>\n

11:07:<\/strong> Drapery\u2019s CEO explains that considering the recent data security breach that will create a 2-million-pound liability, 450 million is hard to reach. However, Gardener\u2019s CEO being fully transparent confirms the same and clarifies about an alleged IP breach litigation where they expect a win! Hence, the 330 million-pounds is something that they might have to settle for. 30 million pounds is the upper limit, their maximum exposure, their worst case scenario if Gardener goes for an out-of-court settlement! Drapery, however, is go for a maximum of 300 million.<\/p>\n

11:16: <\/strong>Regarding the issue of Mr. Hugh Weatherford’s transfer, a 6% controlling interest in the JG is Gardener\u2019s idea for the upcoming 2 years under JG\u2019s subsidiary. Despite the lack of consensus between the teams, they have agreed on a 49 & 51% stake acquisition by Drapery for 300 or 375 million sell-out respectively. Furthermore, the legal indemnity is mutually agreed to. Drapery appreciates the transparency from the Gardener group while Drapery\u2019s understanding is respected by the other sides. Both sides thank each other for coming to the meeting and propose to have further negotiations to decide the exact details of the sale, and the negotiations close!<\/p>\n

Conference Room | Team Code 115 vs Team Code 117<\/span><\/p>\n

10:15:<\/strong> Good morning ladies and gentlemen! The Gardener Group introduces themselves and sets forth their agenda, namely, employment terms and manufacturing factories, and retaining future control of the Gardener brand. The CEO and General Counsel of Drapery introduce themselves and lay down their agenda, focusing on their mutual agendas, while the counsel speaks of JG being a crucial part of their company. The parties seem to be ready to tally their numbers but take a short detour by clarifying their agendas. With this, the parties enter into the negotiation!<\/p>\n

10:30: <\/b>Gardener’s speaks of employee protection regulations in the UK and requests Drapery’s group that the employees who would be falling within their company are given the same, or preferably, better, working conditions. This is answered in the affirmative by the Drapery’s group and the first agenda seems to be settled! The parties move on to the valuation of the acquisition. The CEO of Gardener group proposes 1.5 bn as the starting amount. However, Drapery’s seeks clarification regarding the alleged IP violations in relation to “Freedom”. The claims were dismissed as frivolous and the tension dissipates. An indemnity clause is floated and the parties take a brief moment to discuss the terms individually. The lawsuit would be settled by Drapery’s Inc., with the settlement amount being paid from the annual revenue of Jack Gardener. The parties are on a roll, having settled their second agenda! Drapery’s Inc. seeks clarification regarding revenue loss to the Gardener group regarding the alleged IP violations. This is duly clarified, and now the parties move onto the valuation of the deal with 1.5 bn pounds floated as the initial amount.<\/p>\n

10:45:\u00a0<\/strong>The next agenda, regarding the most sought creative director Mr. Weatherford, seem to ruffle a few feathers. The counsel for Drapery’s requests the complete service of Weatherford which is denied by Gardener who puts forward a 70-30 split after the acquisition and a clause in the agreement which clarifies Mr. Weatherford remains with Gardener and spends 70% of the time with the same. The parties agree on this split. The manufacture of products post-acquisition is put forward. Jack Gardener. The Gardener group is keen on expanding its products into the European market. The counsel for Gardener proposes a creative proposal of one of the directors in the Drapery’s Group being a member of their team which is accepted heartily. The parties seem to have exhausted all their agendas except one, possibly the most important, the valuation of the acquisition!<\/p>\n

11:00:<\/strong> Drapery’s agrees to the initial amount. The parties decide to sum up the agreed-upon agendas which include i) the confidentiality of the IP issue which is settled with an amount of 15 mn pounds and a confidentiality clause. ii) the retaining of all employees of the GG and their working conditions, the data breach, the retaining of Mr. Weatherford as the Gardener’s employee for the first five years, and the funding of the existing facilities of the Gardener group. Finally, the issue of the board of directors and the agreed-upon acquisition amount.
\nThe parties clarify their terms. Gardener seeks the last clarification, or rather, a request, that their representative on the board of directors is given veto rights to maintain their interests even after the acquisition. This is agreed upon by Drapery’s. The parties have agreed upon all terms, and the spirit of negotiation has triumphed! The parties thank each other on successful negotiation and, surprisingly, the round ends 14 minutes before time!<\/p>\n

Room 406 | Team Code 101 vs Team Code 116<\/span><\/p>\n

10:16:<\/strong> The parties exchange greetings. The Gardener Group assures Drapery about confidentiality and hopes that this session would be fruitful session for both parties. Drapery mentions that their long-term goal is to have strong relations with JG and the aim of this session is to revitalize the growth of JG. The counsels for both parties elaborate that their role would only be in an advisory capacity. The parties deliberate on the agenda of the session which includes the indemnity contract and the actual sale of JG\u2019s business. The Gardener Group also emphasizes that its brand is the Quintessential English Brand<\/em>.<\/p>\n

10:31:\u00a0<\/b>Drapery assures that they would maintain JG\u2019s image of the Quintessential English Brand<\/em>. Gardener proposes to involve their nominee in the future Board of Directors of JG and elaborates on the advantages of the same. The parties decide to discuss this issue at a later stage and move to the agenda dealing with the sale of JG. The parties find it difficult to agree on a amount of the sale. Drapery suggests alternative methods of making up to the amount suggested by the Gardener Group. However, the Gardener Group elucidates their concerns with the particular offer. Drapery introduces another offer on the table and the Counsel of Gardener summarises all the offers that have taken place on the table.<\/p>\n

10:46:\u00a0<\/b>Gardener explains that they are open to negotiating on the timeline of the sale and that they would not prefer the collaboration to go public at this stage. Drapery elucidates their concern with moving above 1 billion pounds. The parties park the price issue and move to the agenda of the indemnity contract. Next, the Gardener mentions that they are advised to pay the settlement amount so that there are no issues at the stage after acquisition. However, Drapery explains their concerns over the uncertainty of the settlement procedure and hence asks for assurance from the Gardener Group.<\/p>\n

11:01:<\/strong> Drapery reaffirms that they would be ready to invest in the ESG as well as the employment contracts when the sale takes place. However, Gardener talks about the true worth of its brand and its difficulties in agreeing to the monetary terms proposed by Drapery. While Drapery elucidates the non-monetary benefits that they are offering for the sale of JG, Gardener elaborates on the perks that JG brings with its sale. Drapery explains the importance of Mr. Weatherford for the growth of JG and hence proposes to collaborate with him. Gardener explains that Mr. Weatherford can work for the JG in an advisory capacity, but it is necessary for him to continue with the Gardener Group.<\/p>\n

11:08:\u00a0<\/strong>The parties agree on the time split of Mr. Weatherford and discuss his salary amount. Next, Drapery tries to negotiate the amount to 1.1 billion pounds. Due to the paucity of time, the Gardener summarises the things that they have discussed in this session and tries to ensure that both parties have the same understanding of all issues at hand. Parties exchange a word of thanks and acknowledge the growth that they have achieved through this negotiation.<\/p>\n

Room 506 | Team Code 106 vs Team Code 120<\/span><\/p>\n

10:15<\/b>: Hello and welcome everyone! The parties are all settled and the round starts off with pleasantries. JG starts off with their opening statements, with the client introducing the vision of the company, its quintessentially ‘English’ identity and comments on their recent performance. The environment is rather comfortable and the counsel now has the floor to speak more of specific goals of JG coming into the round, with special emphasis on commitment and communication. We’re now on to Drapery introducing themselves!<\/p>\n

10:30: <\/strong>The team for Drapery, after introducing themselves, moves on to discussing future collaborations with JG as modalities under the acquisition. The client emphasises that they look forward to associating with the JG title, not just in terms of the manufacturing infrastructure but also the collaborations that JG already holds. The counsel then takes over, and after highlighting his role as an advisor clear, goes on to propose agenda items in order to be discussed. The teams discuss the broad details for the agenda and finalise it. We now begin with the first agenda item – JG’s brand image. The discussion begins with JG asking Drapery about their plans and vision after the acquisition, which is responded to by Drapery with a plan to collaborate on the upcoming royal wedding. Both sides discuss, rather positively, the idea of preserving the traditional in the products of JG going forward. With this, JG puts across their concern in this regard and its wish to retain some amount of control in the creative process to ensure that the brand image remains intact. The negotiation is a treat – parties are candour and the negotiation room is friendly!<\/p>\n

10:45:<\/strong> The discussion on retaining control continues and both parties bring up the matter of employment of Mr. Hugh Weatherford, the new Creative Director of JG. Drapery wishes to employ his inputs and creative talents for JG after the acquisition, and JG offers to provide consultative sessions with Mr. Weatherford for this purpose. The client for Drapery raises a few clarifications regarding the exact role of Mr. Weatherford, how his role within Gardener and JG would change with the acquisition and the binding or advisory nature of the consultative sessions. Simultaneously, the issue of transfer of intellectual property rights is also raised. JG proposes that the current effort allotment of Mr. Weatherford in JG, which is 70%, be maintained till his current projects continued, following which his role could be restricted to the consultative sessions. The discussion shifts to IP rights for the parties and Drapery decides to call for a caucus.<\/p>\n

11:00:\u00a0<\/b>Drapery returns to the room after a brief caucus and the discussion continues. JG proposes to streamline the discussion and take up one issue at a time and Drapery proposes to begin with ironing out more details on the nature of the consultative sessions of JG’s post-acquisition team with Mr. Weatherford. JG proposes that Mr. Weatherford be consulted for every subsequent product. Drapery also proposes to take equal representation from Gardener and Drapery in the creative board post-acquisition. Seeing the time constraint, the client for JG proposes to move to a different issue and settle in principle on the issue of Mr. Weatherford’s employment. JG highlights that they would like to get clarity on the amount of the acquisition to be able to take a figure back to the Board of the company.<\/div>\n

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11:07:\u00a0<\/b>Drapery again places importance on the discussion of the other agenda items to be able to come up with a ballpark figure for the acquisition. The conversation soon drifts across the issues of pending lawsuits, indemnity clauses as well as data privacy and ESG concerns. JG explains how the company has been working to improve and strengthen the data privacy infrastructure and attempts to assuage concerns regarding the indemnity in that light. The discussion\u00a0is drawn to a close with the concluding statements, first\u00a0of Drapery and then of JG. Both parties mention that they look forward to future sessions and fruitful\u00a0discussions!<\/div>\n

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PRELIMINARY ROUND II<\/span><\/div>\n

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Room 102 | Team Code 101 vs Team Code 112<\/span><\/div>\n

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14:02:<\/strong> The round begins with the arrival of judges and negotiators. Pleasantries and introductions are exchanged. The counsel for Maple begins by congratulating Maple for the successful collaboration and lists out the issues that they want to discuss. Breach of SHA, reduction of costs, financing and the start of an in-house delivery service make it to the list. Rafflesia starts with expressing their pleasure for being here. Clarifying the structure and nature of the joint venture, and addressing increased costs are on their list today. They offer to set the agenda for the session and the counsel for Maple makes additions to that. The parties decided to start by discussing the SHA, however, Rafflesia has a few preliminary questions. They enquire about the financial structure of Unicorn and The counsel of Maple enquires about the rumours regarding the ESG compliance of Moody. Rafflesia denies the breach and the negotiations continues!<\/div>\n

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14:17:<\/strong> The discussion moves on to the contractual relationship with Moody, with the counsel for Rafflesia reaffirming the benefits of collaborating with Moody. The parties postpone the discussion for the remedial measures to be taken by Moody to allay the concerns of Maple. Rafflesia clarifies that the previous contract with Moody is void because it requires the consent of Maple, which was absent. The parties agree to keep the SHA in place and will further discuss a contract with Moody.\u00a0The parties begin discussing the non-compete clause. They suggest a contract with Wheelie as a benefit of the removal of the clause. Maple suggests that they be brought on board as a partner in the JV. Maple seeks more clarification about this proposed collaboration with Wheelie.<\/div>\n

14:32:<\/strong> Maple suggests a group discussion with Wheelie as they have engaged with them as well, highlighting the benefits of that as well. However, Rafflesia suggests an amendment to the non-compete clause to facilitate a new kind of product. They now move on to the discussion about Porky. Maple highlights the benefits of bringing Porky to the partnership. Rafflesia lists out its own concerns, the primary one being that they are a halal business and this partnership would risk alienating its clients. Association of their partner non-halal business might have repercussions. Maple addresses this concern by suggesting brand differentiation and including only halal products as they recognize their cultural concerns. They suggest Maple forming a subsidiary and collaborating with Porky. However, Maple seems to not agree with this proposal, highlighting how creating a new subsidiary will be difficult and that Porky is more interested in the JV.<\/p>\n

14:47:<\/strong> The parties reach an agreeable understanding with respect to future collaborations with Wheelie and Porkie.\u00a0For Porky, the parties agree to discuss the modalities later, after conferring with their respective board of directors. Since Wheelie has not expressed interest in collaborating with Maple, the counsel for Rafflesia agrees to schedule a discussion on the same, while going ahead with their ongoing collaboration. Maple seeks further clarification about the expansion plans of Rafflesia and their intent behind having a collaboration outside of the JV. The discussion moves on to Mega. Answering a query by the counsel for Rafflesia, Maple divulges that they own the intellectual property rights to the technology. Rafflesia wants to use the mega platform non-exclusively for the JV, to go forward with its plans of expanding their halal goods market. The representatives for Maple need to take this back to their board of directors and promise to discuss their proposition in the next session.\u00a0They move on to discuss the in-house delivery service. Maple wants to explore alternative financing and would appreciate Rafflesia’s perspective on the same. Both parties agree that they want to reduce costs. They also agree that they want to terminate the contract with Panda if an interim service is found.<\/p>\n

14:54: <\/strong>Rafflesia suggests equity financing, however, Maple believes that it is not a good fit, as they want to reserve share capital for exigencies. They want to explore non-convertible ventures. Parties postpone discussion on financing to a later stage. Rafflesia is open to the offer if the percentage contribution is ensured. However, Maple clarifies that percentage division is required only for equity financing. Rafflesia wants to ensure that contributions to the business are clarified and acknowledged. In the interim, they agree to continue the contract with Panda. The counsel for Rafflesia summarises the session and lists out the agreement. They agree to discuss the SHA, non-compete and financing of the in-house delivery service. The session concludes with both parties looking forward to the next session. That marks the end of preliminary rounds. See you in the semis. Adios!<\/p>\n

Room 105 | Team Code 104 vs Team Code 121<\/span><\/div>\n

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14:03:<\/strong> Welcome, everyone! The parties, Maple Tech Limited and Rafflesia Sdn Bhd., have exchanged pleasantries. The negotiation starts off with the CEO, Raj Patel and Counsel of Rafflesia, Min Lee introducing themselves. Raj starts off by introducing the vision for his company and his company\u2019s goals. Min lays down the issues and agendas to be discussed in the meeting, moving forward. CEO and Counsel of Maple, Taylor LaFlamme and Tevor introduce themselves and lay down the agenda for the session.<\/div>\n

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14:18:<\/strong> The parties start off by discussing the non-compete clause. Rafflesia expresses its concerns over the clause and it being restrictive of its ambitions and potential growth in Canada. Taylor takes this opportunity to ask Rafflesia a question regarding breach of the clause by Rafflesia. Trevor lays down a couple of options that Rafflesia can do in response to the breach of clause by it. The companies discuss the past as well as present involvement of Rafflesia with Moody, however, Raj assuages the concerns of Maple. Trevor asks several point blank questions to Rafflesia, which catches them off guard\u00a0for a second and pushes them to take their first caucus. The caucus seems to provide them with a new perspective and steady ground.<\/div>\n

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14:33:<\/strong> Rafflesia brings up the funding clause and expresses its concern over it as it restricts them from obtaining funding in case of a contingency. Further, Raj expresses his concern over the ambiguous involvement of Moose in Maple’s business. Taylor brings up the accuracy of her sources regarding the breach committed by Rafflesia. Trevor underscores that Maple is not willing to restrict their business. and its growth prospects. However, the two companies do not see eye to eye regarding the clause. Maple moves on to the next agenda concerning in-house delivery service. Maple discusses the option of loaning money from Rafflesia if a loan from the bank does not appear flexible.<\/div>\n

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14:48:<\/strong> The parties broadly discuss the loaning options available to Maple. Both companies ask each other questions that leave the other party tense. Trevor saves the day for Maple by countering the argument of Rafflesia regarding the buying-out option. Rafflesia puts forward a proposal regarding giving a loan to Maple. However, no loan is without self-interest and this is no exception either. Maple takes a quick caucus and comes back with a counter-proposal to Rafflesia\u2019s proposal. Maple seeks clarification regarding everything that has been agreed on yet, for a better understanding of both the parties.<\/div>\n

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14:55:<\/strong> Parties discuss the distinct nature of the business of Porky and Rafflesia. Maple provides an alternative solution and seeks Rafflesia\u2019s opinion on the same. Maple goes over the proposals agreed on in the meeting and seeks the approval of Rafflesia on the same. The parties conclude the discussions in the meeting and thank each other for coming to the negotiable table to serve their interests better.<\/div>\n

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Room 202 | Team Code 106 vs Team Code 111<\/span><\/div>\n

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14:05: <\/span><\/strong>Greetings, everyone! Both the parties have introduced themselves and have exchanged pleasantries.\u00a0Rafflesia\u00a0initiates the deliberations by establishing the agenda of the negotiation and their expectations from the same. Rafflesia shares the storyline behind their name and brand establishment. The parties share their apprehensions and their willingness to align their interests.<\/span><\/div>\n

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14:20: <\/strong><\/span>Rafflesia sets the deliberations into motion by setting the agenda. They are willing to discuss the situation with partner services, factors affecting in\u2013house relation, financial relation, reframing of the shareholders agreement. Maple expresses their interest in acquisition by Mousse given the financial situation of the company. Rafflesia has different ideas for the loans taken in the name of JV considering that bank financing would not be feasible for them. Furthermore, Rafflesia is apprehensive of the potential change with the management of maple due to the acquisition emerging out of competition.<\/span><\/div>\n

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14:35<\/strong>:<\/strong> Rafflesia expresses discomfort in Maple\u2019s interest in the Moose. On Maple\u2019s persistence, Rafflesia offers them full funds of $200 million. Maple does not wish to dilute their practice and encourages the proposal by Moose and are open to deliberate upon any consideration attached. Maple clarifies the air around their interest in Moose since they are well-suited for the work. The parties, however, fail to find any common ground on acquisition or the shareholders agreement.<\/div>\n

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14:50<\/b>:<\/strong> The parties go on to discuss the non-compete clause. Rafflesia offers to sell their products individually, under the collaborations and deal with 3rd<\/sup>\u00a0parties to relax the non-compete clause. Maple leaves the table for a short discussion within themselves. For Maple to consider such provisions, it is interested in discussing the effect it might have on the parties. Maple is finally of the decision that it is not in favour of the clauses and is apprehensive of any adverse effects on their brand.<\/div>\n

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14:57:<\/strong> Rafflesia expresses their trust and faith in Moody and affirms existence of evidence for Moody\u2019s compliance with ESG criterias. Rafflesia and Maple are both concerned about their consumer value. Additionally, Rafflesia assures Maple of the bona fide nature of the breach. Maple suggests personnel streamlining to facilitate the process. Rafflesia puts forward their expectations that there is no engagement with mousse for the time being. Maple sticks to their decisions despite Rafflesia\u2019s attempt to convince them. Despite intense deliberation, the negotiation could not be concluded. The teams are looking forward to having future discussions. See you in the semis!<\/div>\n

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Room 203 | Team Code 107 vs Team Code 110<\/span><\/div>\n

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14:05<\/strong>: Good afternoon ladies and gentlemen!The parties have settled themselves around the negotiation table and following the introductions and words of gratitude being exchanged, the parties jump straight to the agendas. TheCEO of Maple, Mr. Taylor LaFlamme, starts on a light note with a witty joke and lays down the agenda. Trevor, the counsel for Maple takes over and reiterates the issues regarding SHA, delivery services and diversification to be discussed.\u00a0Rafflesia begins with their introductions and reiterates the importance in arriving at a mutually beneficial agreement. The CEO, Raj Patel hopes to mend the tensed relationship between the two companies. The counsel for Rafflesia adds on to the agenda, considering market reputation and future prospects of an amicable relationship as central.\u00a0The parties have set the agenda and the negotiations have begun!<\/p>\n<\/div>\n

14:20<\/b>: The parties begin to discuss prospects of “Moose” , a Canadian company buying out the 80% share that Unicorn holds in Maple. However, Rafflesia is not keen on the same as a third party’s addition to the relationship is not seen as ideal. Rafflesia offers to buy out the shares that Moose is willing to buy. However, Rafflesia puts forward the concern that Moose being a Canadian team would know about the Canadian market better and this would not affect the pre-existing relationship. The parties seem to be at an impasse and one wonders what the tipping offer would be?<\/div>\n

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Maple seems to have given in and decides to enquire about the amount that Rafflesia would offer. The hard numbers are kept to be discussed in a future session and the parties move on. The second agenda, regarding the association of Rafflesia with Moody, a contentious issue, is put forward by Maple’s CEO. Rafflesia gives Maple a complete guarantee regarding the environmental issues that are leveled against Moody through written assurances and clear evidence. Maple is extremely concerned about its brand image, and Rafflesia understands their concern perfectly and gives fervent assurances.Canada, being an extremely environment-conscious country, any alleged violations would be detrimental and a dedicated PR strategy is agreed upon. Maple looks for further proof and since the preliminary agreement regarding the issue is over,the parties move on. A caucus is taken by Maple at 14:22 hours.<\/div>\n

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14:35:\u00a0<\/b>Following the caucus, Maple decides to deliberate with Rafflesia regarding the acquisition of shares. Maple reveals Moose’s offer of 135% value of the share prices and Rafflesia agrees to outbid the same. Unicorn’s shares of Maple seem to be selling like hot cakes! Raj Patel, the CEO, reiterates the independence that Maple would be offered after the acquisition. Parties move on to the second negotiation to discuss the clauses of the agreement. Parties move on to JV and delivery services. Maple puts forward the proposal to take a loan to further the food delivery services and reiterates the importance of a robust food delivery service that is internally managed. Rafflesia, however, is not keen on a loan involving a third party, and they express their interest in acquiring Maple’s shares in JV. However, Maple is eager to retain their independence and hence, doesn’t seem to be willing to sell their shares. Have the parties reached an impasse again?<\/div>\n

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14:48:<\/strong> Parties proceed to broadly discuss the loan options available to Maple. Both companies ask each other questions that leave the other party tense. Trevor saves the day for Maple by countering Rafflesia on the buy-out. Rafflesia then puts forward a proposal to advance a loan to Maple. However, no loan is without self-interest and this is no exception either. Maple takes a quick caucus and comes back with a counter-proposal to Rafflesia\u2019s proposal. Maple seeks clarification regarding everything that has been agreed on yet, for a better understanding of both the parties.<\/div>\n

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14:57: <\/strong>The parties recognize the paucity of time and decide to put their next agendas on hold till the next session. Trevor, Maple’s Counsel, sums up the agreed-upon points and reiterates their willingness for another session. The ball is passed to Taylor, who thanks Rafflesia’s CEO and counsel. Both the parties thank each other and on a happy note, the negotiation concludes!<\/div>\n

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Room 204 | Team Code 108 vs Team Code 124<\/span><\/div>\n

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14:04:<\/b> The rounds have begun! The parties exchange greetings and acknowledge the importance of the session for both parties. Rafflesia begins with its opening statements and aims to ensure how would their JV survive as well as the future of the shareholders\u2019 agreement. Rafflesia also shares their experience of being associated with the JV for a long time. Rafflesia writes their proposed agenda of the negotiation today.<\/div>\n

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14:19:<\/strong>\u00a0Maple emphasizes that their passion for JV would always be the same. Maple believes that any change in the shareholder\u2019s agreement would be for the benefit of the parties. Rafflesia asks Maple whether they would be selling their shares to Rafflesia. Maple states that they would retain 40 percent of their shares in the JV. In collaboration with Moose, Rafflesia explains that they are skeptical about it and asks Maple to honour the agreement by selling 90 percent of their shares in the JV to Rafflesia.<\/div>\n

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14:34<\/b>: Rafflesia asks Maple whether they would be able to comply with the requirement of 80 Million Dollars. Maple agrees to it and Rafflesia acknowledges that they would be contributing 120 mn dollars for the investment. Maple also proposes to talk about the potential collaboration of Wheely with JV. Rafflesia assures to get Wheely on board, to discuss Maple\u2019s proposal. Rafflesia strongly requests Maple to relax its non-compete clause as well so that it can expand the ambit of its work. However, even though Maple doesn\u2019t agree to relax the non-compete clause at the moment, they acknowledge that this can be discussed, after discussing profits. At this stage, Maple decides to take a caucus.<\/div>\n

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14:49:\u00a0<\/b>Rafflesia explains that they would be exercising their right to buy out the shares of the JV if the collaboration with Moose proceeds and that they are unsure about how Moose\u2019s role would affect their Joint venture. Maple explains that the involvement of Moose would be advantageous to the JV. Rafflesia goes on to commit that they would agree to a collaboration with Moose subject to the relaxation of the non-compete clause as well as their issues related to the non-halal products. Moose affirms that they would consider the concerns put forth by Rafflesia.<\/div>\n

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14:48:<\/strong> The parties broadly discuss the loaning options available to Maple. Both companies ask each other questions that leave the other party tense. Trevor saves the day for Maple by countering the argument of Rafflesia regarding the buying-out option. Rafflesia puts forward a proposal regarding giving a loan to Maple. However, no loan is without self-interest and this is no exception either. Maple takes a quick caucus and comes back with a counter-proposal to Rafflesia\u2019s proposal. Maple seeks clarification regarding everything that has been agreed on yet, for a better understanding of both the parties.<\/p>\n<\/div>\n

14:56:\u00a0<\/b>The parties discuss the ways in which removal of the non-compete clause can be made fair and in the balance of interests of both parties. Maple assures Rafflesia that they would look into the relaxation of the non-compete clause and is amenable to the same. Rafflesia wishes to appoint one more member to the Board, who would have a casting vote. Maple suggests keeping this issue at a later stage. Next, Maple highlights Canada\u2019s concerns related to ESG and emphasises that they wish to continue the business in Canada. Rafflesia agrees to submit an ESG Report to the public, to assuage the concerns of the people.<\/p>\n

Room 211 | Team Code 113 vs Team Code 117<\/span><\/div>\n

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14:00:\u00a0<\/b>Welcome everyone! Judges have arrived and have taken their seats. Both parties, Maple Tech Ltd and Rafflesia Sdn Bhd, have exchanged greetings. The CEO for Rafflesia makes his opening statement. They lay out the interests of Rafflesia and explain what they aim to achieve out of this negotiation session. The CEO of Maple takes over with their opening statement and lays out the agenda that they aim at discussing in this session. The Counsel for Rafflesia introduces\u00a0themself and adds certain points to the agenda and the parties then begin the negotiation process.<\/div>\n

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14:15:<\/strong> The parties begin by discussing the first point on the agenda i.e., the in-house delivery system. The two parties come to a conclusion wherein Maple decides to sell its share in the JV to Rafflesia. Both parties display pleasure that they have been able to come to such an agreement. They then go on to discuss the second point on the agenda i.e., the issues surrounding the non-compete clause in the agreement. The counsel for Rafflesia puts forth a proposal that may be suitable to both parties. Maple deliberates over it and raises its concerns to Rafflesia.<\/div>\n

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14:30: <\/b>The parties now begin talking about the ESG standards. The CEO for Rafflesia agrees to make a public statement to the effect that Moody is a brand that takes care and observes the ESG standards. They then summarise the session as of yet wherein they mention that they agreed upon the sale of shares to Rafflesia, and the starting of the in-house delivery system, the issues on the non-compete clause, and the issues relating to the ESG practices.<\/div>\n

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14:45: <\/b>The parties have come to a consensus that they have come to agreeable terms on the points that they had delineated in the agenda and express their pleasure at getting the fruits out if the negotiation session. With some time remaining at hand, the CEO of Rafflesia proposes a discussion on the future relations of the two brands. The parties come to a conclusion of the session and are very happy with what they have received out of the session.<\/div>\n

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Room 406 | Team Code 122 vs Team Code 126<\/span><\/span><\/div>\n

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14:05: <\/b>Hello, everyone! We’re back with another round but a new problem! The teams and the judges are settled in and we’re diving straight into the negotiation. After rather brief introductory statements, the teams have gone deep into business already and have quickly outlined precise agenda items for the session. Discussions begin on possible suggestions and arrangements for the agreement. Both Maple and Rafflesia acknowledge the interconnected nature of all issues on the table and conversation drifts from non-compete clauses to third-party funding to supply chain issues.<\/div>\n

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14:20: <\/b>The main issue that discussions come down to is the funding and both parties discuss an arrangement that is mutually beneficial. Rafflesia points out its discomfort with third-party funding and offers to fund Maple itself with a reasonable interest\u00a0rate. After a few rounds of suggestions being bounced off of parties, both sides agree on such an arrangement in principle and decide to move on to the next issue. The matter relates to the breach by Rafflesia, who takes complete accountability for the same and wishes to work on it and continue strong relations with Maple.<\/div>\n<\/div>\n

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14:35: <\/b>Rafflesia also offers to provide nominal or extra-compensatory damages to Maple for the same. The issue that comes up next is the collaboration and work with the delivery systems and supply chain. Parties decide that Moody and Panda are now off the table. After a brief moment of confusion regarding the specific matter and partners being discussed, the parties decide to streamline the conversation and list out all that has been discussed and decided upon. A point of discussion that remains is the involvement of Wheely in the JV and the comfort of both parties with it. At this point, Maple decides to take a caucus. The discussion resumes with the selling out of Maple’s unicorn shares to Moose, to which Rafflesia is not the most amenable owing to their discomfort with third-party involvement. Rafflesia offers to buy out those shares themselves, but Maple is more inclined towards going for Moose, an established food technology company.<\/div>\n

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14:50: <\/b>The issue continues to be a point of contention and while both parties suggest various arrangements for the shareholders’ agreement and roping in Moose, the parties struggle to come to a solution. A possible solution emerges that balances these interests as well as the request of Rafflesia for a non-compete clause. The parties discuss simultaneous equivalent offers in the same arena and also bring in the issue of public perception and the release of evidence of innocence of Moody. They agree that if the public perception of Moody improves over the coming years, there will be no bar on Rafflesia in terms of holding business with Moody. Post a quick summary of the points discussed, the discussion moves on to the next issue of association with Porky.<\/div>\n

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14:57: <\/b>Rafflesia flags its strong concern regarding the halal meat of Porky and states outright that an association with Porky would not be amenable, and would in fact be detrimental to business. They also clarify the importance of the public image of Rafflesia in this regard. Maple is open to discussing such a removal of Porky from the table but wishes to discuss making this a profitable move for them. Both parties decide to come back to the issue in subsequent sessions and conclude the session for now. Concluding statements are now in order and the parties look forward to working closely in the future!<\/div>\n<\/div>\n

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Room 506 | Team Code 127 vs Team Code 128<\/span><\/div>\n

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14:07:<\/strong> Welcome one and all! Both parties, Maple and Rafflesia have exchanged pleasantries. The negotiation starts off with introductions by Rafflesia and Maple. Both companies express their willingness to negotiate while setting their interests and agendas. The counsel of Rafflesia shares their concerns and future plans and their wish to reach a mutually beneficial agreement. Rafflesia\u2019s counsel thanks Maple for their patience and willingness to negotiate. They share their expertise and set the agenda for the negotiation. The counsel for Maple eases the concerns of Rafflesia and hopes for an amenable negotiation. The CEO of Maple sets his concerns outright and sets the agenda to reach a solution for the same.<\/div>\n

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14.22<\/b>: Rafflesia directs the negotiation into a streamlined structure and they start to discuss the breach of contract. Rafflesia emphasizes the untruthfulness of allegations against Moody and assures Maple that there was no breach of contract. Maple proposes forming an independent committee to ensure that their reputation is maintained to which Rafflesia responds enthusiastically. Maple also emphasizes the maintenance of high ethical and ESG standards. To this, Rafflesia adds that they would want JV to remain a certified Halal company as they want to protect their religious and sensitive customers as well as their renowned reputation. Maple moves further with their agenda and shares its concerns regarding investments from banks.<\/div>\n

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14.37:<\/strong> Maple emphasizes on transparency and accountability regarding the non-compete clause. Rafflesia presses upon the fact that the non-compete will only be relaxed and not completely removed. Rafflesia swiftly moves to the agenda of bank financing and urges Maple to seek a long term solution. Rafflesia rallies for raising money through the shareholders while Maple backs bank financing in order to fund their in-house delivery facilities. Both parties discuss various strategies and solutions for raising the money. At this stage, parties reach an amenable agreement where the money would be raised by a combination of both – shareholders and banks, in a defined ratio.<\/div>\n

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14.52:<\/strong> Rafflesia again streamlines the negotiation and introduces the agenda of relaxing the non-compete clause for both parties. Rafflesia also brings up the discussion regarding the board makeup of the internal committee and the insertion of a good faith clause for the best interest of JV. Maple being unconvinced suggests some other alternatives to which the counsel of\u00a0 Rafflesia responds with the insertion of an arbitration clause. Both parties take this proposal into consideration. The counsel for Maple starts to discuss the grounds for basing a casting vote in the committee and the need for transparency and accountability. Both parties start discussing the compensation that Rafflesia is providing for the unfortunate breach.<\/div>\n

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14.59:<\/strong> Both Maple and Rafflesia discuss the need to maintain the high standards of ESG. Rafflesia decides to pin some matters for the next negotiation. Maple urges Rafflesia to help them break their company into the South-Asian market as a way of compensation for the breach that had occurred. They thank each other and express their hopes to negotiate further on this deal.<\/div>\n

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Conference Room | Team Code 116 vs Team Code 120<\/span><\/div>\n

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14:09:<\/strong> Greetings to one and all! The judges, clients, and counsel have exchanged pleasantries and are ready to roll! Raj Patel from Rafflesia introduces the company, its vision and goals. Parties iron out the agendas, broadly revolving around the economic considerations surrounding the joint venture (JV). Both teams nod to the fact that the cost of delivery for the JV has been skyrocketing. Min Lee, the General Counsel of Rafflesia sets out the pressing legal issues the company faces.<\/div>\n

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14:24:<\/strong> Maple Inc. enters the conversation by introducing their company, Mega \u2013 its online retail platform, investors, and the intention to enter into the JV with Rafflesia. They thank Rafflesia for choosing negotiation. General Counsel for Maple, Trevor Daniels, establishes her authority. They set out their agendas, putting them down in writing for clarity and transparency. Maple questions Rafflesia\u2019s intentions behind breaching the Shareholding Agreement (SHA). Maple chooses to understand the context of the negotiation by asking to-the-point questions to Rafflesia. The discussion takes a sudden turn towards environmental, social and governance concerns.<\/div>\n

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14:39:<\/strong> The parties discuss the factors which might come into play if Rafflesia\u2019s supply chains, manufacturing systems, etc. follow Maple\u2019s environmental, social, and governance policy. Raj clarifies that the sole reason they chose Moody was its cost-effectiveness. They proceed to the second agenda – Panda, the third party to whom the delivery system is outsourced. Both parties reach a consensus to collaborate on a joint delivery system and the specific investment amounts to achieve the same are discussed. Raj proposes to narrow down the wide non-compete clause in the SHA for the betterment of both parties. Taylor LaFlamme, client for Maple tables the alternate bids it has been offered to partner with companies in the food and beverages industry. Both parties are actively going to-and-fro on their third-party partnerships.<\/div>\n

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14:54:<\/strong> The discussion now manoeuvres to Porky Solutions Limited, a company that supplies and sells pork meat, and the business image concerns it may present to Rafflesia. The third issue touched upon is the offer from Wheelie Meals, a Canadian meal kit company. An exciting solution has been laid down on the table, a royalty payment scheme has been tabled by Raj. Both parties have reached the juncture of an in-principle agreement. Raj proposes to work with Wheelie on the condition that Maple receives a part of their profits earned. Maple now begins to deliberate upon this offer.<\/div>\n

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15:01:<\/b> The negotiation heads towards a conclusion, both parties are pleased to have discussed all the agendas initially written down. Min Lee takes the opportunity to summarise the day\u2019s discussions. The round proceeded smoothly, yet excitingly with diverse solutions being tabled to tackle precarious concerns. They express their gratitude to each other for being patient and cooperative. The parties agree to further discuss issues in the future and expand their respective markets in sync with each other. T<\/span>he round ends on a rather optimistic note.<\/p>\n<\/div>\n

DAY 3, 10 SEPTEMBER<\/strong><\/h2>\n

10:00: <\/strong>Good morning!\u00a0Team 111, 121, 113 and 127 will now compete toe to toe to decide the best two who will proceed to the finals! The problem revolves around the negotiations between Langad Hotel Group<\/strong> – a privately owned, well-established lifestyle hotel and Mordon Gamsey<\/strong>, a world-renowned chef, who became an overnight sensation after a TV show and now has Michelin Stars to his credit. The crux of the matter revolves around the upcoming French rooftop dining experience, L’Emile \u2013 a partnership between the two parties. A variety of conflicts involving the reputation of the potential mixologist, deadlock clauses in the agreement, and ambitious targets stand before the partnership. We cannot wait to see how the teams find a way out of this challenging problem!<\/div>\n

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SEMI-FINAL ROUNDS<\/span><\/div>\n

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Room 406 | Team Code 111 vs Team Code 121<\/span><\/span><\/div>\n

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10:20:<\/strong> Welcome one and all! Both parties, Langad and MG have exchanged pleasantries. The negotiation starts off with introductions by Langad and MG. Both companies express their willingness to negotiate while setting their interests and agendas. The COO of Langad introduces the company and their history. The general counsel of Langad chimes in and, shares their concerns and future plans and their wish to reach a mutually beneficial agreement. They share their expertise and set the agenda for the negotiation. MG establishes the in-depth connection between food and his history with it. The counsel of MG further sets their agenda.<\/div>\n

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10:35<\/b>: The counsel for MG lays down the issue of \u2018Operations\u2019 and its detailed sub-issues. Langad also establishes the financial dimension of the venture. MG starts out by discussing the interior designing and renovation costs and MG suggests that the interior designer be his wife as it would provide a personal touch and warmth while simultaneously reducing the costs. Langad displays concern over the maintenance of high-quality standards and suggests another renowned interior designer – Andrew Garfield. Langad reiterates that the quality of their first Asian restaurant has to be top-notch and they would not like to take any chance and suggest an alternative wherein MG\u2019s wife could contribute to the design but the final decision-making would be with Mr. Garfield.<\/div>\n

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10:50<\/b>: The parties now move on to the issue of \u2018Supply\u2019. Langad suggests that to cut down costs, they would like a structured menu, theme, food quality and consistent staff. The counsel of Langad also emphasizes the need to maintain the best quality standards. But they also clarify that cutting down costs is not their top priority and that they would prioritise quality and standards more. While requesting MG for his supply chain to be used in their new French dining restaurant, they emphasize on the need to maintain the high standards and consistency of their previous restaurants. MG reassures Langad that he only deals with the best quality of produce, suppliers and raw materials and that that is non-negotiable. Both parties reach an amenable solution to this regard and move on to the issue of staff.<\/div>\n

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11.05:<\/strong> MG suggests that as his main area of expertise is fusion food, and envisions a restaurant would like to experiment with new elements. Langad brings up the fact that as much as they would like to give him creative freedom, they would very much like to maintain the authentic French experience with a little leeway. Both parties have reached an impasse. MG would like to maintain his creative freedom while Langad would like to have consistency and control over the same. They decide to move forward with other issues due to paucity of time.<\/div>\n

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11.12<\/b>: Next up, Langad introduces a new agenda which is the accountability of MG in all areas of the restaurant. They lay down their monetary capacities and emphasize that they would not be willing to take on any liabilities that would affect adversely their company. MG assures them that even if one of his ventures failed, it would not affect the prospective ventures he is willing to undertake. Langad assures them that as long as accountability and quality are maintained, they would be willing to venture into this collaborative effort. Both parties discuss their financials and negotiate over it. Due to paucity of time, they agree to meet again for negotiating further. They thank each other for their patience and willingness!<\/div>\n

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Room 506 | Team Code 113 vs Team Code 127<\/span><\/div>\n

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10:20<\/strong>:\u00a0 Top of the morning to everyone! The teams representing Morden Gamsey and the Langad Hotel group are up and ready with their A-game! The teams have introduced\u00a0themselves and the counsel for the Langad Hotel has laid down their duties. A confidentiality agreement has been discussed and signed between the parties, followed by the counsel going on to highlight\u00a0the agendas to be discussed for the day. The Chief Operating Officer for Langad goes on to outline their interest in collaborating\u00a0with MG and shares their vision of a “fine dining” experience.<\/p>\n

10:25: <\/strong>MG and counsel take over with their introduction. The parties empathise on the detrimental effects that COVID-19 pandemic had on their sector, and MG reiterates their interest in being a part of the venture and the counsel for MG clarifies their role in the negotiation session and proposes the structure for the session after which the negotiation begins!<\/p>\n<\/div>\n

10:35<\/b>: The parties decide to discuss the architectural structure of the proposed L’Emile hotel. MG suggests that his wife, an interior designer, take up the project and goes on to table an offer of 1.3 million pounds, a hefty discount, as espoused by MG and counsel. Langad, however, suggests that Andrew Garfield, a renowned and Langad’s trusted interior designer, be responsible for the interior designing of L’emile. Parties agree on multiplicity of experts and agree to a collaboration for interior designing. The parties move on to MG’s compensation package, a possibly contentious issue. In reply to Langad’s initial offer, MG proposes for himself an equity of 30% in JV. The counsel for Langad however, seems to be keen to provide a revenue package. MG’s counsel points out the popularity of MG being the main selling point of the venture and pushes for equity and control over operations. Have the parties reached an impasse?<\/div>\n

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10:50<\/b>: The compensation package proposed by Langad, which is contingent on meeting sales targets, seems to ruffle a few feathers. MG stresses on the personal investment and the quality of services he is bringing to the table. In response, MG proposes a counter offer of payment of 2 million Pounds, staggered over a few years and a minimum equity. Langad proposes 750k pounds, and the parties tally around with numbers. Will they reach a common ground in numbers?<\/div>\n

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10:58<\/strong> Langad quickly shifts track and discusses Mr.Rhino, a celebrated mixologist and the reputational concerns involved in collaborating with him. An indirect collaboration with Mr.Rhino, wherein his services would be employed and paid for by MG, with Langad not being directly associated, is floated. MG’s counter-proposal of compensation to Rhino being provided directly by Langad is met with apprehension, as Langad is extremely concerned about Mr. Rhino’s impact on their public image. A rather interesting turn of events in which MG proposes an out-of-the-box solution of Rhino’s contacts being used to procure high quality alcohol, and the profits from the same being used for charity and rehabilitation is floated. Langad however, is resolute on Rhino’s reputation being completely cleansed before the proposed front-end operations.<\/div>\n<\/div>\n

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11:05<\/b>: The parties circle back to operational concerns and the counsel for MG succinctly highlights the suitability of MG, an expert in the sector, to handle the operations. Langad tables an offer of a guarantee of 70% customer base from MG before allowing increased operational control. MG highlights the uncertainty of the hospitality market and circles back to the question of equity shares being provided as an incentive to reach the sales targets. Langad, in a surprising turn of events, proposes a 5% equity in the venture to Mr. Gamsay. The Christmas season in Japan, and a marketing campaign is proposed to launch L’emile, which is duly taken up by MG who yet again underscores his vast contact base of suppliers in the Asian markets and his complete control over all decisions, including a fully curated menu.<\/div>\n

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11:12<\/b>: The parties decide to keep a pin over the proposal and discuss the details in the next meeting. The counsel for MG decides to sum up the agendas discussed. The structure of the venture, the interior designers involved and Mr.Rhino’s suitability as a mixologist are summed up. The opportunity to capitalise on the vast resources of Mr. Rhino and MG is highlighted upon . The final agenda of advertising, on which the parties shook hands, is also summarised. <\/span>Langad’s counsel adds onto the discussion and propose a legally binding agreement on the points agreed upon. Langad is still apprehensive on MG’s absolute discretion on operations and the veto powers in interior designing. The counsel highlights on the complete funding that Langad is providing to the venture and hence, the rights attached to it which they would desire. <\/span>The hard numbers however, are kept aside to be discussed in a future session. The parties thank each other and the negotiation ends!<\/p>\n<\/div>\n

Keep watching this space for the coveted final rounds, beginning at 3pm!<\/p>\n

FINAL ROUNDS<\/span><\/p>\n

15:05<\/strong>: Welcome to the Final Rounds of the the 7th Herbert Smith Freehills – National Law University Delhi International Negotiation Competition! The teams representing Rajiv Gandhi National University of Law and National Law University Odisha have settled at the negotiation table and are ready to go head first into the rounds! The final round’s negotiations are set to happen between Life.AI, an English Health technology company founded by a young woman in a male-dominated industry, Sierra Knight, and Admiral Pharmaceuticals Ltd., an Australian multinational pharmaceutical company. The two parties look to collaborate over CloudPatch, an industry-revolutionizing idea. The collaboration would be the epitome of synchronisation of Life.Ai\u2019s innovative idea and AP\u2019s capital and managerial wisdom. But it\u2019s not all that easy. Teams will go head-on to address larger shareholding and commercial concerns in a battle to emerge as the winner. We wish both the teams the best of luck!<\/p>\n

15:13<\/strong>: A very good afternoon to everyone. Participants have settled in and words of encouragement from the judges have acted as a great confidence boost! The negotiation starts off with Life.AI Ltd (“LA”) and Admiral Pharmaceuticals Ltd (\u201cAP\u201d) introducing themselves. Sierra, LA\u2019s CEO starts off by explaining her vision and motivation for her company and CouldPatch. Ben Walter, counsel for LA highlights the issues and agendas for the negotiation. The CEO of AP thanks LA for their welcome and provides an insight into their company\u2019s aspirations and expectations from today\u2019s negotiations.<\/p>\n

15:28<\/strong>: The counsel for AP, Rita Patel, lays down her role and issues to be discussed in today\u2019s process. Ben seeks to understand the vision of AP to understand where they are coming from. Bella from AP cuts to the chase regarding her company’s stand to invest in Sierra as they echo consensus with her goal for her company. Sierra seeks clarification from AP over the upholding of ESG standards by AP. AP however, tries to direct the conversation towards patent issues but only till Ben Walters redirects the conversation right back to ESG standards compliance by AP. Sierra is not convinced by the justification provided by Bella for undertaking animal testing in certain situations and proposes the signing of an MOU and figuring out the future testing process together. Ben attempts to persuade AP from desisting animal testing unless there is no other option available in place, on the grounds of repercussions faced by AP as a consequence.<\/p>\n

15:38<\/strong>: Ben summarizes the conversation dealing with the signing of an MOU that pushes for animal testing being conducted only in extreme cases. AP raises concerns over the issue of the disputed patent held by LA. However, Sierra attempts to assuage the concern of AP by laying down the non-disputed nature of the patents. Ben expresses his confidence in the quick wrap-up of the registration process of the patents and expresses LA\u2019s willingness to share non-sensitive documents with AP. However, AP catches LA regarding the point of \u201csensitive documents.\u201d Bella asks Sierra about the likelihood of LA receiving a patent on CloudPatch. Rita attempts to seek a warranty regarding the same from LA in order to ensure AP\u2019s shareholders’ interests are protected. Ben agrees to the adding of a warranty clause but expresses little possibility regarding taking an explicit stand on the time aspect of the patent being awarded. The parties then discuss the particulars regarding the patent aspect and Ben summarizes the same for the sake of convenience.<\/p>\n

15:48<\/strong>: The parties now move on to the next agenda concerning control management. Bella attempts to convince LA to play to their strengths in regards to divesting some management and financial control over LA. Sierra acknowledges her lack of financial acumen and proposes a change in the structure of the board of directors by offering AP a position in its BoD out of the total three positions. However, she lays down the criteria for the said person being someone with an experience spanning over 15 to 20 years in the field. Ben emphasises upon the utmost-important nature of the standards in its Article of Association. However, AP puts forward a dual offer on the table. AP proposes a seat on the board of directors and the establishment of a sub-committee that would advise on financial and management matters. Sierra seeks clarification over the constitution of the sub-committee, while AP attempts to deviate from her question and explains the benefits of the sub-committee. Ben expresses reservation over the need for a sub-committee in addition to a seat of AP on the board of directors.<\/p>\n

15:58<\/strong>: Ben proposes a counteroffer to AP regarding the composition of the board of directors and external consulting experts. Sierra proposes the inclusion of this provision in the articles of association instead of establishing a sub-committee. AP expresses their reservation over the maintenance of confidentiality by external consultants, especially in case of precarious matters. AP voices its uneasiness regarding the quorum of the board of directors. LA explains the reason for maintaining the same in light of simplifying shareholding percentages and ease of decision-making. Bella attempts to distinguish their company from the rest of the shareholders by explaining their future involvement and motivation for collaborating with LA. She provides a couple of innovative solutions for the same and proposes conducting virtual meetings so that the increased strength of four board of directors functions well.<\/p>\n

16:09<\/strong>: Ben acknowledges the differential nature of AP’s involvement with LA. Sierra seeks clarification over adding the additional fourth director to the committee. AP lays down its non-negotiables regarding its business practices. It further states that it might not be possible to conclude this collaboration if some of its necessities are unmet. LA acknowledges AP\u2019s non-negotiables while expressing its willingness to settle on some important aspects by providing that the board of directors issue can be left to future deliberation. The parties acknowledge the paucity of time and agree to come to the negotiable table again for better clarity. For the sake of convenience and understanding, Ben summarizes the issues deliberated upon during the course of the talks. The parties thank each other for taking the time to deliberate on the issues and meeting each other halfway. We now move on to the Questions & Answers segment.<\/span><\/p>\n

16:33<\/strong>: Up first for the Q&A round is Team Code 111. The judges question them as to why the aspect of the BoD representatives from their company not having any real authority was not taken up. AP is able to navigate through this question by explaining that they were able to subtly slide in the point towards the end of the round. On being questioned as to why they chose to begin the round with a highly sensitive issue like patents, the team almost immediately responded that the importance of the issue trumped its highly sensitive nature. However, the team had a minor hiccup with Mr. Chris Parsons questioning them regarding their opening statements and summaries of the entire round. But all in all, it was an engaging Q&A round, with the team and judges going back and forth! Coming up next is the Q&A segment for Team Code 113.<\/p>\n

16:48<\/strong>: Cutting straight to the chase, the judges question the team as to whether they were able to secure requisite funding. To this the team highlighted that their goal in the negotiation was not to sacrifice our non-negotiables, such as ESG standards and articles of association. We had certain reservations, however, other than we tried to be accommodating. We had a couple of agendas and were keen on them for certain reasons.\u00a0On asking if they were able to conclude the points on the agenda, the team explained that most of the agendas were oriented towards the opposing party and hence, they were treading carefully to ensure that any point discussed does not backfire. The grueling Q&A segment came to an end with the judges asking for a summary of all that went down in today’s round. With that we come to the end of the final negotiation rounds of the 7th HSF – NLU Delhi INC! And now we all wait with bated breaths to find out the winner of the 7th edition of the International Negotiation Competition! See you at the closing ceremony…<\/p>\n

VALEDICTORY CEREMONY<\/span><\/p>\n

17:43<\/strong>: Bonsoir everyone and welcome again and, unfortunately for the final time for this edition of the INC! The valedictory ceremony has begun. Our student coordinator, Varnika Agarwal welcomes the dignitaries seated on the dais. The panel is bedecked with Prof. (Dr.) Srikrishna Deva Rao, Vice Chancellor, Prof. (Dr. ) Harpreet Kaur, Registrar of NLU Delhi, Dr Sanjeev Gemawat, Group General Counsel, Vedanta Group, Ms. Anjana Bali, Head of Legal (Gurgaon) DLF Home Developers Ltd., Mr. Chris Parsons, Chairman for India Practice, Herbert Smith Freehills LLP and Mr. Siddhartha Shukla, Partner at Herbert Smith Freehills LLP. Prof. (Dr.) Srikrishna Deva Rao expresses his gratitude to the judges and HSF for their unwavering support in the organization of the magnanimous event. Having spoken to the final round judges, he mentions that he recognises the importance of negotiation skills in life has been undermined. The INC aims to change this! He reiterates the cruciality of participation and congratulates all the participants. Varnika now invites Mr. Chris Parsons to address the gathering.<\/p>\n

17:58<\/strong>: Mr. Chris Parsons begins by reflecting on the passing away of Queen Elizabeth II accompanied by a moment of silence. As a final round judge, he speaks about his experience with the finalists, commending them on their great performance. He expresses his gratitude towards all the judges who have given up their weekend to be part of the INC. In his efforts to raise awareness, he underscores the importance of mental health for lawyers and students, in particular by sharing his personal experiences. Varnika invites Ms. Anjana Bali, Head of Legal (Gurgaon) DLF Home Developers Ltd to address the gathering. She urges students to look at their legal profession as more than a mere source of livelihood but a vehicle to serve society.<\/p>\n

18:07<\/strong>: Up next, Dr. Sanjeev Gemawat, Group General Counsel, Vedanta Group describes his experience as a final round judge. He expresses the significance of developing new avenues in the legal field and the importance of being a legal practitioner with sound commercial accumen. Partner at HSF, Mr. Siddhartha Shukla, who has been involved with the INC from its very inception speaks about the work that goes on behind organizing an event on this scale. He specifically mentions the particular committees in the Organizing Team and appreciates them for their effort.<\/p>\n

18:20<\/strong>: It is finally time for the most-awaited Award Ceremony to begin! The first award announced is the Spirit of the Competition Award, and NUALS Kochi bags this one with a big smile on their faces! Prof. (Dr.) Harpreet Kaur felicitates the team. Up next, the Best Negotiator and Best Negotiation Plan Awards are announced. Vaidehi Marathe from NLUO has been adjudged as the Best Negotiator, felicitated by Dr. Sanjeev Gemawat. NLUO also bags the award for the Best Negotiation Plan, felicitated by Mr. Siddhartha Shukla. And now amidst much speculation and excitement…<\/p>\n

The winners of the 7^{th<\/sup> edition of the HSF \u2013 NLU Delhi International Negotiation Competition are Rajiv Gandhi National University of Law, Patiala! Prof. (Dr.) Srikrishna Deva Rao, Ms. Anjana Bali, and Mr. Chris Parsons hand over the magnificent Winners trophy to them. NLUO is awarded the Runners Up trophy. The participation certificates along with the mementoes are awarded to all the participating teams by Prof. (Dr.) Harpreet Kaur.<\/p>\n}

18:32<\/strong>: Varnika invites Registrar, Prof. (Dr.) Harpreet Kaur to deliver the vote of thanks. She takes this opportunity to express the pride that NLU Delhi takes in hosting the INC. She expresses her gratitude to the HSF team, the judges, the 26 teams from 7 countries, the Organizing\u00a0Committee and the volunteers. She thanks the Vice-Chancellor, Prof. Srikrishna Deva Rao, the faculty coordinators and the assisting non-teaching staff.<\/p>\n

With beaming smiles, a content heart and a group photo we commemorate the closing of such a glorious event!<\/div>\n

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See you until next time!<\/div>\n

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