English for law and drafting legal documents (advanced level): Programma

What is a contract
A - The bargaining process
B - Pre-contractual liability
C - The requirement of defi niteness
D - Types of contracts as to validity
E - The requirement of a writing for enforceability: the statute of frauds
F - Consideration: means of consideration
G - Defects of formation
H - Defenses to enforcement
I - Rights and duties of non-parties to the contract
J - Breach of contract
K - Materiality of breach
L - Remedies

Business Entities
A - Agency
B - Partnership
C - Limited Liability Company
D - The corporate form
E - Classic ultra vires doctrine
F - Corporate structure
G - Shareholder rights
H - The duty of care and duty to act lawfully
I - The duty of loyalty
J - The Securities Exchange Commission (SEC)
K - Registration of shares
L - Issuance of shares
M - Public distribution of shares
N - Insider trading
O - Corporate distributions
P - Shareholder meetings
Q - Proxies and proxy fi ghts
R - Tender offers
S - Hostile take-overs and defenses
T - Mergers
U - Leveraged buy-outs

Drafting Commercial Agreements
A - Pre-drafting considerations
B - Choosing the proper structure
C - General considerations
D - Specific considerations i.e. clauses from Seller's perspective & clauses from Buyer's perspective
E - Recitals
F - Obligatory language
G - Boilerplate language
H - Concessions
I - Checklists

Mock Exercise/Practical Experience
The class will be divided into two groups each representing a party to a commercial transaction. The parties will each draft and exchange all of the necessary legal documents for the transaction.
Example Commercial Acquisition Documents:
1 - Confidentiality Agreement
2 - Memorandum of Understanding
3 - Letter of Intent
4 - Due Diligence
5 - Escrow Agreement
6 - Share Purchase Agreement
7 - Consultancy Agreement
8 - Sale of a Going Concern
9 - Joint Venture