- The student recognizes the different economic principles to be applied in the development of contractual relationships and can apply these principles in analysing business contracts and providing new contract (clauses);
- The student can sketch the structure and the content of the contract;
- The student can comment, evaluate and improve in a reasoned manner the business contract clauses like force majeure, ratchet, non-compete, change of control, MAC and others;
- The student can negotiate a business opportunity and develop an accompanying contract (with its peers);
- The student is familiarized and understands the financial structure of a company and can give an opinion on the financial health of a company based on the financial statement;
- The student can recall the M&A transaction process and can perform lawyers’ work in the process.
The course starts with a recall of the steps to enter into a contractual relationship and the different parts of the contract. It points also at the economic incentives to be used for developing contracts. Next, different contract clauses in contracts at the start of a venture (COC, ratchet, drag along, tag along, divorce clauses, etc.), during the life span of a venture (Force majeur, EAC, severability, etc.) and in the venture in transaction (including the M&A process, with eg. Earn-out, MAC, non-compete) are assessed and discussed. Third, students are introduced in the world of contract negotiation and drafting and are required to negotiate and draft a contract. Accordingly, as many business contract clauses have a financial connotation, there will be an introduction of the financial position of companies and its presentation in the financial statements.
The lectures are primarily scheduled in the first weeks of the International Business Law Master for students to benefit of this course in the other courses that expect all students to be familiarized with the many concepts of this course.