CBD-LAW2020
LEGAL TRAINING PROGRAMME 2017

Certified by DLAD as accredited providers
of Accredited Activities for CLPD

When

26 and 27 March 2017

Where

Building 1, Bay Square, Business Bay
Dubai


Registrations are open now, discounts available for multiple bookings

Register Now

About CBD-LAW2020

CBD-LAW2020 develops and delivers a range of legal training courses specifically designed for lawyers and other legal professionals working in the UAE, with an emphasis on dealing with practical, commercial and theoretical elements of law, practices and procedures applicable in the UAE.

CBD-LAW2020 has been certified by the Government of Dubai Legal Affairs Department (DLAD) as an accredited provider of Accredited Activities in accordance with the Continuing Legal Professional Development Programme (CLPD).


About LAW2020

LAW2020 was formed in December 2012 to create a network of high-quality legal course designers and trainers, each of whom has over 20 years’ experience in legal education and training. Since its formation, LAW2020 has built an extremely strong international reputation, hailed by Asian Legal Business as “international legal training experts” and appointed by the Law Society of England and Wales to design and deliver its International Lawyers Training Programme. 


About CBD Consultancy

CBD Consultancy specialises in assisting foreign companies with their UAE market entry. CBD provides complete solutions from company formation, corporate structuring to corporate sponsorship services, amongst other business support services, providing foreign investors which a secure platform upon which to develop their business. CBD is owned and managed by legal and commercial professionals with over 30 years’ expertise in company formation in the UAE. One of CBD’s partners, Helen Barrett has over 15 years’ experience as a legal consultant at two leading international law firms in Dubai, and contributes to the design of CBD-LAW2020 courses.

 

The Training Experts

 

LEGAL TRAINING

PRACTICAL CONTRACT DRAFTING: TECHNIQUES FOR CLEAR AND CONCISE DRAFTING

Drafting is an essential skill for all lawyers involved in negotiating and concluding commercial agreements. The purpose of this course is to enable delegates to consider their current approaches to drafting in the light of a range of techniques introduced by the presenter and by the other delegates. The presenter will compare the position should the contract be governed by common law and civil law with particular regard to the laws of the UAE.

Sometimes it is necessary to draft without the assistance of a precedent. Delegates will consider, analyse and apply a tried and tested technique for so-called ‘freehand’ drafting that will enable complex instructions to be reduced into concise and certain clauses. Delegates will also apply a range of techniques and tips to help ensure consistent and clear drafting.

Delegates will work through realistic scenarios based on recent cases in which the drafting was analysed by the courts, and identify the practical issues arising from the decisions of the courts.

Course aims and objectives:

A four hour training course making use of practice-area focused case studies, model clauses and checklists with particular focus on law and practice in the UAE.

To enable delegates to:
• Review their current approaches to drafting
• Appreciate the need to understand the commercial objectives when drafting contracts
• Understand how the courts, including the courts of the UAE will interpret contracts
• Identify methods of producing clear, concise and accurate clauses and contracts
• Understand and apply techniques for freehand drafting
• Identify common problem areas and develop techniques to avoid ambiguity

Course Programme:

• Identifying and drafting for key commercial issues and objectives
• Understanding the deal before beginning to draft
• What are the commercial objectives?
• How can the commercial objectives be achieved by careful drafting?

Ensuring clarity of terms
• Adopting a clear structure for the contract

Complex drafting
• Understanding the issues
• Identifying the elements of a clause
• Drafting for the future
• Dealing with complex objectives

How to construct a clause - freehand drafting
• Freehand drafting techniques
• Where to start
• Checking the clause

Creating an obligation
• Have you created an obligation?
• ‘shall’, ‘must’, ‘will’ “may”
• Checking the clause

The importance of time provisions
• Drafting time and notice provisions
• Avoiding ambiguities

Commonly-litigated words and phrases
• What words or phrases cause problems?
• Best and reasonable endeavours
• Good faith
• Consequential and indirect loss
• How we can identify and resolve issues

Tips and techniques for clear drafting
• Potential problematic words
• Techniques to achieve certainty

What goes wrong during negotiation?
• Common risk areas when changes are made during negotiation

For bookings or further information on each course, please contact Suzanne Burnside of CBD Training by e-mail at training@cbddubai.com or by telephone us on +971 (0)4 551 0677.

TIMETABLE
08:30

Registration

09.00 to 09.30

Procuring legal services – global trends

After this module you will have a better understanding of:

Transaction-specific and panel appointments

Whether there is a place for subscription services

The differences between single-firm, single jurisdiction or multi-firm project management

09.30 to 10.00

Scope of instructions

After this module you will have a better understanding of:

Express and implied duties to the client

Risk allocation

Limiting and excluding liability

Assumptions and contingencies

Charging for legal research

10.00 to 11.00

Pricing the work

After this module you will have a better understanding of:

Alternative fee bases

Value-based pricing and value-added elements

Communicating and negotiating with clients

Interim billing

Abortive costs and write-offs (another name for risk allocation?)

11.00 to 11.15

Coffee

11.15 to 12.00

Time recording and “moral editing”

After this module you will have a better understanding of:

Chargeable hours, fixed and capped fees

Practical steps to ensure you do not deter accurate time recording

12.00 to 12.30

Dealing with the unexpected

After this module you will have a better understanding of:

Changes in commercial terms

Changes in law

12.30 to 13.30

Lunch

13.30 to 14.00

From theory to practice

After this module you will have a better understanding of:

Pitching for new business (through a practical exercise)

Which prevails: internal costs or competitive pressures?

14.00 to 14.15

Billing, recovery and financial control

After this module you will have a better understanding of:

Understanding the “curve of gratitude”

Unpaid bills: whose responsibility?

Financial performance as an aspect of fee earner appraisal and career development

14.15 to 14.45

Managing client perceptions of value

After this module you will have a better understanding of:

“Price is what you pay: value is what you get”

How far should “value added services” be part of your professional offer?

Which “value added services” do clients actually value?

14.15 to 15.00

Coffee

15.00 to 15.45

Pricing and business development

After this module you will have a better understanding of:

Using knowledge management and business development techniques to improve pricing and efficiency

Information and ICT specialists

Business development and marketing specialists

15.45 to 16.15

Engaging fee earners

After this module you will have a better understanding of:

Using knowledge management and business development techniques to improve pricing and efficiency

Equipping fee earners to understand pricing policies

Making best use of fee earner experience and feedback

Appraisal, incentives and communities of practice

16.15 to 16.30

Q&A and conclusion

INTERNATIONAL JOINT VENTURES OVERVIEW: LAW AND PRACTICE

Businesses undertake significant commercial activities and international projects through a variety of joint venture structures, enabling companies to share and pool resources, expertise and know-how. The choice of structure is governed by a range of factors, including commercial and legal concerns and requirements. Deregulation and economic and political changes have resulted in increased opportunities for cross-border arrangements allowing companies to gain access to new markets.

This course will enable delegates to gain a practical overview of the legal and commercial issues in the planning, structuring, and documentation of a cross-border joint venture to meet the parties’ business objectives. The course will make specific reference to the options for structuring a JV in the UAE. The presenter will introduce a realistic and dynamic case study that will require and enable you to identify key issues and devise practical and workable solutions.

Course aims and objectives:

A four hour training course making use of practice-area focused case studies, model clauses and checklists with particular focus on law and practice in the UAE.

To provide delegates with an understanding of, and the ability to advise on, the:

• Commercial, legal, and regulatory aspects of international joint ventures
• Options for structuring joint ventures
• Legal, commercial and financial advantages and disadvantages of each option
• Structures available should the joint venture be established in the UAE
• Initial steps to be taken in the creation of the JV
• Documents commonly required in establishing a joint venture and their significance
• Other key specialist areas requiring consideration in connection with the operation of the JV

Course Programme:

Understanding the parties’ commercial objectives

• Asking the right questions and identifying key commercial and legal issues at an early stage
• Identifying and resolving issues relating to funding, control and management

Choice of location, foreign ownership, choice of law and jurisdiction

• Factors in choice
• Foreign ownership and investment provisions
• Foreign ownership rules in the UAE
• Exclusive, non-exclusive and asymmetrical clauses

Structure of the joint venture

• Identifying the most appropriate structure
• Commercial and legal advantages and disadvantages of each option
• The most appropriate structure should the JV be situated in the UAE

The joint venture documentation

• Identifying the necessary agreements and ancillary documents
• Purpose and scope of each document

Control and management of the joint venture

• Understanding the legal and commercial issues
• Advising the nominee director

Minority protection

• Understanding the methods of providing for minority protection

Key clauses

• Identifying the key concerns and how those concerns can be addressed by provisions in the JV documents

For bookings or further information on each course, please contact Suzanne Burnside of CBD Training by e-mail at training@cbddubai.com or by telephone us on +971 (0)4 551 0677.

TIMETABLE
08:30

Registration

09.00 to 09.30

Procuring legal services – global trends

After this module you will have a better understanding of:

Transaction-specific and panel appointments

Whether there is a place for subscription services

The differences between single-firm, single jurisdiction or multi-firm project management

09.30 to 10.00

Scope of instructions

After this module you will have a better understanding of:

Express and implied duties to the client

Risk allocation

Limiting and excluding liability

Assumptions and contingencies

Charging for legal research

10.00 to 11.00

Pricing the work

After this module you will have a better understanding of:

Alternative fee bases

Value-based pricing and value-added elements

Communicating and negotiating with clients

Interim billing

Abortive costs and write-offs (another name for risk allocation?)

11.00 to 11.15

Coffee

11.15 to 12.00

Time recording and “moral editing”

After this module you will have a better understanding of:

Chargeable hours, fixed and capped fees

Practical steps to ensure you do not deter accurate time recording

12.00 to 12.30

Dealing with the unexpected

After this module you will have a better understanding of:

Changes in commercial terms

Changes in law

12.30 to 13.30

Lunch

13.30 to 14.00

From theory to practice

After this module you will have a better understanding of:

Pitching for new business (through a practical exercise)

Which prevails: internal costs or competitive pressures?

14.00 to 14.15

Billing, recovery and financial control

After this module you will have a better understanding of:

Understanding the “curve of gratitude”

Unpaid bills: whose responsibility?

Financial performance as an aspect of fee earner appraisal and career development

14.15 to 14.45

Managing client perceptions of value

After this module you will have a better understanding of:

“Price is what you pay: value is what you get”

How far should “value added services” be part of your professional offer?

Which “value added services” do clients actually value?

14.15 to 15.00

Coffee

15.00 to 15.45

Pricing and business development

After this module you will have a better understanding of:

Using knowledge management and business development techniques to improve pricing and efficiency

Information and ICT specialists

Business development and marketing specialists

15.45 to 16.15

Engaging fee earners

After this module you will have a better understanding of:

Using knowledge management and business development techniques to improve pricing and efficiency

Equipping fee earners to understand pricing policies

Making best use of fee earner experience and feedback

Appraisal, incentives and communities of practice

16.15 to 16.30

Q&A and conclusion

INTERNATIONAL JOINT VENTURES - DRAFTING AND NEGOTIATING THE DOCUMENTATION

This course identifies and considers the full range of documents and the key clauses required to implement a corporate international joint venture, ranging from preliminary agreements, the detailed provisions of the joint venture or shareholders’ agreement, and the constitutional documents of the corporate vehicle. The course will focus on the drafting and negotiation of these clauses and the effectiveness of such clauses under Dubai law, the laws of other GCC countries, and elsewhere.

Course aims and objectives:

A four hour training course making use of practice-area focused case studies, model clauses and checklists with particular focus on law and practice in the UAE.

To enable delegates to:

• Identify the full range of documents needed to implement a corporate international joint venture
• Identify, negotiate and draft the key clauses to achieve your client’s commercial and legal objectives
• Understand the methods of protecting minority parties to the joint venture
• Draft and negotiate clauses dealing with funding, dilution, control and management
• Draft and negotiate provisions relating to disputes and deadlock
• Provide for clear termination rights and procedures, and post-termination events

Course Programme:

The joint venture documentation

• Identifying the necessary agreements and ancillary documents
• Drafting to achieve the purpose of each document
• Defining the scope of each provision
• Identifying the key terms of the joint venture agreement and the constitutional documents

Conditions and conditions precedent

• Understanding the commercial objectives
• Necessary conditions precedent
• Drafting conditions precedent
• Consideration of availability of contractual provisions in different jurisdictions
• How are such clauses treated by different legal systems, including Dubai law and the law of England and Wales

Drafting and negotiating key clauses

Restrictions on the parties and confidentiality

Dilution considerations

Control and management of the joint venture

• Understanding the legal and commercial issues
• Negotiating and drafting provisions for control at board and at shareholder level

Minority protection

• Drafting minority protection clauses and provisions in the constitutional documents and the joint venture agreement

Events of default

Dispute escalation and resolution

Deadlock provisions and resolution of deadlock

Termination rights

Pre-emption rights, compulsory transfer and valuation

Clauses dealing with IP rights developed by the JV

For bookings or further information on each course, please contact Suzanne Burnside of CBD Training by e-mail at training@cbddubai.com or by telephone us on +971 (0)4 551 0677.

TIMETABLE
08:30

Registration

09.00 to 09.30

Liquidated damages

After this module you will have a better understanding of:

Leading Supreme Court decision on the rule relating to penalties

Effect on validity and drafting

Drafting to avoid the rule

09.30 to 10.00

Performance bonds, guarantees and indemnities

After this module you will have a better understanding of:

Latest caselaw, guidance and clarification

10.00 to 10.30

Exclusion and limitation provisions

After this module you will have a better understanding of:

Caselaw on the drafting of limitation and exclusion clauses

Total exculpatory clauses

Consequential and indirect loss

10.30 to 10.45

Coffee

10.45 to 11.15

Good faith: where are we now?

After this module you will have a better understanding of:

Latest developments

11.15 to 11.45

Decision-making provisions

After this module you will have a better understanding of:

Case law on contractual discretion and consent

Absolute discretion

Consent not to be unreasonably withheld

11.45 to 12.15

Contract interpretation

After this module you will have a better understanding of:

Leading judgments

Supreme Court and Court of Appeal decisions

Moving away from commercial meaning?

12.15 to 13.15

Lunch

13.15 to 13.30

What in law amounts to a signature?

13.30 to 14.00

Review of other developments

After this module you will have a better understanding of:

Contract formation – need to take care

Change of position defence

Conflicting jurisdiction clauses

Confidentiality agreements and duty in equity

14.00 to 14.30

The importance of time provisions

After this module you will have a better understanding of:

Drafting time and notice provisions

How to avoid ambiguities

14.30 to 14.45

Coffee

14.45 to 16.15

Review of other developments (continued)

After this module you will have a better understanding of:

Earn-out notices

Warranty claims, knowledge and notice

Ability to make modifications to an agreement

Assessment of loss

Termination notice and transfer of a contract

16.15 to 16.30

Q&A and conclusion

KEY DEVELOPMENTS IN INTERNATIONAL CONTRACT LAW: ENGLISH CONTRACT LAW

This course will ensure that you are up to date and fully aware of leading caselaw and other developments in English contract law. The discussion and debate will provide both a practical and theoretical analysis of these developments, an understanding of which is, of course, essential for all those negotiating, drafting and advising on contracts governed by English law. This is the first in a programme of Update courses on Key Developments in English contract law that will be run every three months in the UAE to enable you to keep abreast of significant changes in the law. It is not uncommon to find lawyers in leading law firms within the UK to be unfamiliar with decisions of the Supreme Court and the Court of Appeal that either change or modify our understanding of the law. This course will consider these developments, and will relate them to the law prior to the judgments, identifying any changes in the law and, if so, the necessary adaptations to practice and procedure.

Course aims and objectives:

• To provide those advising on contracts governed by English law with an essential, practical and clear understanding of the impact of recent key developments.
• To enable practitioners to draft contracts in light of guidance provided by judicial and other developments.

Course Programme:

Representations and warranties, misrepresentation and reliance, excluding and limiting liability

A consideration of decisions relating to misrepresentation and reliance, including a significant judgment of the Supreme Court that signals a dramatic change in the established understanding of the law relating to the need for reliance to succeed in a claim for misrepresentation. We will also consider the distinction between warranties and representations, the importance of that distinction, and the guidance derived from the latest High Court judgment on drafting clauses to achieve your desired outcome. We will then consider the judgment of the Court of Appeal relating to the effectiveness of a notice seeking to limit or exclude liability for misrepresentation.

Hayward v Zurich Insurance Company plc [2016] UKSC 48 
Idemitsu Kosan Co Ltd v Sumitomo Corporation [2016] EWHC 1909 (Comm)
Taberna Europe CDO II Plc v Selskabet AF 1.September 2008 in Bankruptcy (formerly known as Roskilde Bank A/S) [2016] EWCA Civ 1262

Remedies for breach, rights of innocent party on repudiation, drafting for remedies

What are the rights of an innocent party who seeks to claim repudiation? The Court of Appeal reviews the authorities and clarifies the law relating to repudiation and affirmation. The case illustrates the care needed for the innocent party to preserve its rights and causes of action. Delegates will also identify drafting techniques from this case and previous judgments

Mediterranean Shipping Company S.A. v Cottonex Anstalt [2016] EWCA Civ 789

Damages and other consequences – failure to make a payment by the due date – repudiation and affirmation

The Court of Appeal resolves the correct approach in deciding between two previous conflicting decisions of the High Court on the effect of a breach of an obligation to make payments by a stipulated date. The court also provides guidance and a reminder of other key contractual issues including the distinction between conditions, warranties and intermediate terms.

Grand China Logistics Holding (Group) Co. Ltd v Spar Shipping AS (Rev 1) [2016] EWCA Civ 982

Contract interpretation, drafting, and getting it right

There have been a number of court decisions illustrating the approach being taken by the courts when interpreting contacts. These decisions indicate the consequences of the leading and seminal decisions by the Supreme Court in Arnold v Britton and Marks & Spencer Plc v BNP Paribas. The decisions also illustrate the potential move towards a stricter regime of contract interpretation. A recent Supreme Court decision reveals the correct approach to the application of business common sense when interpreting a contract. The judgments also provide guidance on the approach to be taken to implied terms. All these cases provide lessons on drafting techniques that can be used to avoid ambiguity and achieve clarity in contract drafting.

Taberna Europe CDO II Plc v Selskabet AF 1.September 2008 in Bankruptcy (formerly known as Roskilde Bank A/S) [2016] EWCA Civ 1262
Irish Bank Resolution Corp Ltd (In Special Liquidation) v Camden Market Holdings Corp [2017] EWCA
Zurich Insurance plc v Maccaferri Ltd [2016] EWCA Civ 1302
Wood (Respondent) v Capita Insurance Services Limited (Appellant) Case ID: UKSC 2015/0212

Good faith in English contract law. Where are we now? Good faith when exercising an express right to terminate

Case and identify practical and legal issues relating to drafting and consider the steps to take when exercising an express right to terminate, and the timing of those steps. This case also refers to recent authorities on the law relating to good faith in contracts governed by English law

Monde Petroleum SA v Westernzagros Ltd [2016] EWHC 1472
MSC Mediterranean Shipping Co SA v Cottonez Anstalt [2015] EWHC 283
Globe Motors, Inc v TRW Lucas Varity Electric Steering Ltd [2016] EWCA Civ 396

What is the correct interpretation of the phrase "consequential or special losses, damages or expenses”?

The High Court reviews recent authority in challenging a well-recognised principle in relation to the interpretation of the phrase “consequential” loss. This is an important case for those seeking to negotiate, draft and advise on such attempts to exclude or limit liability.

Star Polaris LLC v HHIC-Phil Inc [2016] EWHC 2941 (Comm)

Demand guarantees and letters of credit

High Court considers the differences between how parties should treat demand guarantees as opposed to letters of credit. Guidance on the care needed when agreeing the terms of a demand guarantee and when seeking to comply with those terms.

MUR Joint Ventures BV v Compagnie Monegasque De Banque [2016] EWHC 3107 (Comm)

For bookings or further information on each course, please contact Suzanne Burnside of CBD Training by e-mail at training@cbddubai.com or by telephone us on +971 (0)4 551 0677.

TIMETABLE
08:30

Registration

09.00 to 10.30

Identifying and drafting for key commercial issues and objectives

After this module you will have a better understanding of:

How to interpret the deal

How to identify the commercial objectives

How to ensure clarity of terms

How to adopt clear structure for the contract

10.30 to 10.45

Coffee

10.45 to 11.45

Complex drafting

After this module you will have a better understanding of:

The legal issues

How to identify the elements of a clause

Drafting for the future

Dealing with complex objectives

11.45 to 12.30

How to construct a clause - freehand drafting

After this module you will have a better understanding of:

Freehand drafting techniques

Where to start

How to check the clause

12.30 to 13.30

Lunch

13.30 to 14.00

Creating an obligation

After this module you will have a better understanding of:

Whether you have created an obligation

The use of the words 'shall', 'must', 'will' "may"

The importance of checking the clause

14.00 to 14.30

The importance of time provisions

After this module you will have a better understanding of:

Drafting time and notice provisions

How to avoid ambiguities

14.30 to 15.00

Commonly-litigated words and phrases

After this module you will have a better understanding of:

What words or phrases cause problems?

Best and reasonable endeavours

Good faith

Consequential and indirect loss

How we can identify and resolve issues

15.00 to 15.15

Coffee

15.30 to 16.15

Tips and techniques for clear drafting

After this module you will have a better understanding of:

Potential problematic words

Techniques to achieve certainty

16.15 to 16.30

Q&A and conclusion

Testimonials

 "Brilliant training session from Malcolm Dowden this morning." Martin Bragg, Business Development Manager at Hadef & Partners
"After attending your training course in Lagos, I came away better informed and earnestly challenged by the things shared" EniAkpodiete, Managing Partner, Sterling Law Alliance, Nigera
"The case studies provided were particularly useful, relevant, challenging and very realistic." Simon Ewing, Partner, Charles Russell LLP, London
"Michael has done a great deal of corporate training for our lawyers at Dechert, and he is absolutely first rate. He combines a fantastic knowledge of the law, with enthusiasm and an engaging teaching style." Director of training, Dechert LLP

Why is CBD-LAW2020’s 2017 Training Programme for you?

Stay Ahead of the curve

The programme has been designed as a series of 4 hour legal training courses for lawyers and other legal professionals, with an emphasis on dealing with practical, commercial and theoretical elements of law, practice and procedures. 4 CLPD points will be awarded by the Dubai Government Legal Affairs Department on the successful completion of each course.

Find new ways of thinking and problem-solving

The programme will provide lawyers and other practitioners involved in transactional work in the UAE with the tools to recognise and address the key legal and commercial issues when negotiating and drafting contracts. The courses on pricing and knowledge management will introduce innovative concepts and discuss current practice.

Networking opportunities

The programme will be attended by lawyers and legal practitioners from international law firms and government and private institutions throughout the UAE, providing excellent networking opportunities for legal professionals.

Strengthen Your Skills

By attending this highly interactive programme, you will enhance your knowledge, your analytical and drafting skills and your negotiating techniques. You will be better able to understand key commercial, legal and regulatory aspects of transactional work. You will also be up to date with recent key developments in law and practice.

Pricing & Registration

Limited number of places, BOOK NOW!

Fill out your information

Thank you for registering with us. We will get back to you soon.

AED 2,500

Practical Contract Drafting
March 26 8:30am – 12:30pm -

AED 2,500

English Contract Law
March 26 1:30pm – 5:30pm -

AED 2,500

International Joint Ventures: Law and Practice
March 27 8:30am-12:30pm -

AED 2,500

International Joint Ventures: Drafting and Negotiating
March 27 1:30pm – 5:30pm -

Partners

  • LAW2020
  • CBD

Location and Venue

Venue

Office 504

Building 1

Bay Square

Business Bay

Dubai, UAE

Contact Us

For further information about the course or to make a booking, please contact Suzanne Burnside of CBD Consultancy by:

 

E-mail: training@cbddubai.com

Phone: +971 (0)4 551 0677