Transactional skills course (UCL Laws Graduate Students only)

Note: This course is for UCL Laws Graduate Students only

Taught by Mark Anderson (UCL Laws / Anderson Law) and Jelena Madir (UCL Laws / EBRD)

About this course

Effective drafting, negotiating and advising on contracts requires a mixture of practical skills and legal knowledge. At one end of the spectrum is the information that one traditionally learns in a law degree or postgraduate study, on topics such as the requirements for a legally-binding contract, or who has ‘apparent authority’ to sign a contract on behalf of a corporation. At the other end of the spectrum are hard-learnt, legal-practice issues, like knowing what to say to a client who has failed to arrange a Board meeting in time to approve a major contract. Between these two extremes are topics that combine legal theory and practice, such as why it matters what the contract says about law and jurisdiction, or how to draft a contract that is both clear to a commercial client and has the necessary legal precision to ensure that it is correctly interpreted by a judge. Traditionally, the core legal knowledge is acquired at university, while practical skills are learnt when working as a lawyer. Adjusting to the world of legal practice after several years’ academic training can be an intimidating transition. If, before you begin your professional career, you have already seen some of the practical aspects of contracts, and understand how they reflect the underlying legal theory, you will have a head-start over some of your peers. Our transactional skills course is designed to give you an introduction to some of the issues that you will face as a practising lawyer. The topics that we cover include:

• The typical stages of a large commercial transaction
• The lawyer’s role in commercial transactions
• What you can advise on, and what is best left to the client to decide
• Using your legal knowledge as a ‘tool’ to help you in legal practice
• The structure and content of commercial agreements
• Contract drafting techniques
• How to negotiate particular types of contract

Over the course of three days, we discuss examples of different types of contract. In day 3, the class is split into two groups, and you have a choice of topics: stream A considers an international loan agreement, while stream B discusses an international technology collaboration and licensing deal.

Please note that this course is designed to be interactive. Students will be expected to speak up and give your views, based on your current level of knowledge; if you are not prepared to do this, the course is unlikely to be interesting to you. You are not expected to have prior knowledge of transactions, but you are expected to be familiar with the general principles of contract law and to apply that knowledge by making comments, in class, on the points under discussion.

The presenters credentials

The workshop has been designed, and will be run, by Mark Anderson and Jelena Madir.

MARK ANDERSON is:

• Solicitor: He is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He is recommended in the international guide, IAM Patent 1000 2013, as a leading UK lawyer in the field of IP licensing. His blog on IP contracts, IP Draughts, was made a member of the Blawg100 by the American Bar Association in 2012. He is a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)).
• Author: He is the author or co-author of 7 practitioner texts on IP and contract drafting subjects, published by OUP, LexisNexis, Bloomsbury and Law Society Publishing. These include:
  • Technology Transfer (3rd edn, Bloomsbury, 2010). ‘All practitioners who deal with technology transfer arrangements in England and Wales should own a copy of this work.’ (Journal of E-commerce, Technology and Communications)
  • Drafting and Negotiating Commercial Contracts (3nd edn, Bloomsbury, 2010). ‘It is one of the best, if not the best, texts on the principles of commercial drafting… The material is extremely well written and accessible.’ (Student Law Journal).
  • Execution of Documents (2nd edn, Law Society, 2008). ‘This is, for a highly technical law book, a riveting read. Keep it on your shelves and you’ll be confident that you will have the answer to most issues about how to make a legal document work.’ (New Law Journal)
  • A-Z Guide to Boilerplate and Commercial Clauses (3nd edn, Bloomsbury, 2010). ‘An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts’ (the In-House Lawyer). ‘[The book] is very useful and I hope that it will reach a wider audience.’ (His Honour Humphrey Lloyd QC, The International Construction Law Review).
• Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, which have been published by OUP, LexisNexis and others. Their latest project is a 1,500-page loose-leaf for OUP comprising precedents and associated commentary on international life science agreements. As General Editor, Mark has coordinated commentary from commercial lawyers in 7 countries, including the UK, US, Germany and France. This has provided him with detailed insights into drafting issues in several common law and civil code jurisdictions.
• Trainer: He has run CPD courses on contract drafting subjects for the last 15 years, and is the course director of a 5-day course, Intellectual Property Transactions: Law and Practice, which is run by the Institute of Brands and Innovation Law at University College London.

JELENA MADIR is:

• Solicitor: She is a practicing solicitor, qualified in the US and England and Wales. Jelena works as a Senior Counsel at the European Bank for Reconstruction and Development (EBRD) in the City, where her work focuses on a variety of international financing transactions and compliance matters (including capital markets compliance and sanctions procedures). Previously, Jelena worked as a finance and capital markets lawyer at Cleary Gottlieb Steen & Hamilton LLP in Washington, DC; Shearman & Sterling LLP in Frankfurt, Germany; and Privredna Banka and DLA Piper LLP in Zagreb, Croatia.
• Author: She has written numerous articles on capital markets and corporate governance matters. Among her latest works are:
  • Anti-corruption in Investment: Sanctions Regimes, Governance for Development (July 2014);
  • Safeguarding Corporate and Project Governance: The Role of IFIs, Commonwealth Governance and Growth (April 2014);
  • International Financial Institutions’ “No” to Corruption: Sanctions Regimes, Cross-debarments and Latest Developments, Journal of International Banking and Financial Law (June 2013);
  • Oversight Mechanisms at EBRD, Business Law International (May 2013);
  • Sanctions Regimes of Multilateral Development Banks – Recent Developments, International Financial Regulation Review (July 2012);
  • Fight against Corruption: Sanctions Regimes of Multilateral Development Banks, International Journal of Economic Law (Oxford University Press) (March 2012);
• Lecturer: She is a Teaching Fellow at UCL, where she co-teaches a graduate-level (LLM) course titled Legal Aspects of International Finance. Further, she is also a thesis supervisor to 13 LLM students a year, who are writing their theses on different areas of banking and finance law. Finally, she has written a Study Guide for the University of London’s graduate (LLM) Distance Learning Programme on the Law of International Project Finance and is currently writing another Study Guide for the same Programme on Corporate Governance and Compliance.

If you have any queries about this course please contact Lisa Penfold at the UCL Faculty of Laws by emailing lisa.penfold@ucl.ac.uk