Course Methodology

In this interactive training course participants will frequently work in pairs as well as in larger groups to complete exercises as well as regional and international case studies.

Course Objectives

By the end of the course, participants will be able to:

• Apply legal rules and principles to specific commercial situations through consideration of relevant case law
• Negotiate commercial contracts complying with commercial and legal requirements
• Increase profitability within their organization by selecting appropriate methods of distribution of goods
• Recognize and analyze how intellectual property rights affect their organization
• Evaluate and modify organizational employment practices complying with labor law requirements

Target Audience

This course is suitable for those with little or no formal training in commercial law yet would be required to understand the fundamentals of commercial law as it may directly impact their work. It will particularly benefit directors and executives who have direct responsibility for legal decisions within the organization. In-house counsel new to the region, and those working within a legal department, will also find this course highly beneficial.

Target Competencies

• Drafting Contracts
• Contract Negotiation
• Understanding Commercial Terms
• Understanding Employment Law
• Implementing Organizational Employment Practices
• Understanding Intellectual Property
• Understanding corporate restructuring
• Understanding the effect of breach of commercial contract terms

Overview of commercial & business law

• Areas of commercial and business law
• Types of commercial contracts

Commercial contracts in the civil law and common law systems

• Sources of English law
• Civil law v Common law
• Civil law in the GCC

Formalities for a binding contract

• Elements required for an enforceable contract
• Rules for contract interpretation:
• Implied terms v express terms
• Identifying risks and how to minimise risks
• Structure of a commercial contract

Preliminary documents in international transactions

• Memorandum of Understanding/ Heads of Terms. Are they legally binding?
• Commercial implications

Boilerplate/ miscellaneous provisions- the important but forgotten clauses- beware!

• Force majeure v Frustration
• Notices
• Set off
• No waiver
• Entire Agreement/ non- reliance clause
• Times is of the essence
• Assignment v Novation
• Governing law
• Common mistakes in choice of law
• Jurisdiction clause
• Exclusive v Non-exclusive
• Factors in deciding the jurisdiction clause

International dispute resolution

• Litigation
• Importance of Alternative Dispute Resolution (ADR)
• Arbitration
• Mediations
• Conciliation
• Negotiation

Remedies for breach of contract

• Damages
• Specific performance
• Injunctions

Advantages and disadvantages of different business forms

• Types of business vehicles
• Sole trader
• Partnerships
• Limited Liability Partnerships
• Companies

Cross Border Transactions

• Distributorship
• Agency
• Joint Venture
• Acquisitions
• Share purchase v Business purchase
• Apportioning risks and liabilities through warranties and indemnities
• Negotiating warranties and indemnities

Corporate insolvency

• Tests identifying insolvency         
• Consequence for directors who fail to react to insolvency
• Types of insolvency
• Administration
• Receivership
• Creditor Voluntary Liquidation
• Compulsory Liquidation

Commercial Tort

• Tort of negligence
• Defamation
• Libel
• Slander
• Recent case law on defamation

Managing risk

• Prevention is better than cure: Effective risk management

Intellectual Property Rights management