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 NowAbout 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
Michael Twomey
Director of Legal Training, LAW2020
Michael qualified as a solicitor in 1992 and is widely recognised as a leading course designer and presenter in the UK and Middle East. His clients include leading UK and international law firms, Government departments, multi nationals, education and training organisations and other professional bodies. Michael has been delivering seminars on a wide range of commercial and corporate law matters in the Gulf since 2008 and was appointed lead consultant by the Law Society of England and Wales on its International Lawyers’ Training Programme. He has delivered seminars in a number of countries including UAE, Moscow, India, Singapore and Colombia. His courses have been accredited by the Singapore Institute of Legal Education, the Bar Council of Malaysia, the Nigerian Bar Association and the Society of Indian Law. Michael has a particular interest in smart contracts and the ‘blockchain’ and recently participated a Legal Conference held in Dubai on the ‘Law and Regulation of the Internet of Things’.
Helen Barrett
Partner, CBD Consultancy
Helen has been living in Dubai for the past 20 years and worked with two top international law firms. Helen qualified as a solicitor in 2009 and is now a Partner in CBD Consultancy which provides corporate nominee services to foreign companies wishing to enter the UAE market. Prior to establishing CBD in 2013, Helen specialised in advising foreign investors on all aspects of doing business in the Gulf including corporate structuring, company set-ups, mergers and acquisitions, commercial contracts and distribution arrangements. Helen specialises in structuring businesses in the education, FMCG, healthcare, IT and tourism industry sectors. Helen’s solid background and understanding of the commercial realities of establishing and operating businesses in the Gulf has proven value to the development, programming and delivery of CBD-LAW2020 legal training courses.
LEGAL TRAINING
- Practical Contract Drafting Refresher course
- International Joint Ventures Law and practice
- International Joint Ventures Drafting and negotiating
- English Contract Law Update and developments
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.
Registration
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
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
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?)
Coffee
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
Dealing with the unexpected
After this module you will have a better understanding of:
Changes in commercial terms
Changes in law
Lunch
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?
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
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?
Coffee
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
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
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.
Registration
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
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
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?)
Coffee
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
Dealing with the unexpected
After this module you will have a better understanding of:
Changes in commercial terms
Changes in law
Lunch
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?
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
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?
Coffee
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
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
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.
Registration
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
Performance bonds, guarantees and indemnities
After this module you will have a better understanding of:
Latest caselaw, guidance and clarification
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
Coffee
Good faith: where are we now?
After this module you will have a better understanding of:
Latest developments
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
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?
Lunch
What in law amounts to a signature?
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
The importance of time provisions
After this module you will have a better understanding of:
Drafting time and notice provisions
How to avoid ambiguities
Coffee
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
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.
Registration
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
Coffee
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
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
Lunch
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
The importance of time provisions
After this module you will have a better understanding of:
Drafting time and notice provisions
How to avoid ambiguities
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
Coffee
Tips and techniques for clear drafting
After this module you will have a better understanding of:
Potential problematic words
Techniques to achieve certainty
Q&A and conclusion
Testimonials
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
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
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