First year of law school or permission of instructor.
This seminar will be an intensive study of the art and science of negotiating, set against the background of employment agreements and separation agreements. Although set in a legal background, the seminar will focus on how to achieve a successful result for a client, either an employer or an executive, without alienating the other party. Legal issues will be identified and discussed, but no particular legal issue will be the subject of in-depth study. Rather, the seminar will focus on how legal issues impact the tapestry of a negotiation.
Among the topics to be considered (and negotiated) will be: the Term of the Agreement (the sine qua non of any employment agreement); duties, title and responsibilities; forms of compensation (cash, stock, options, deferred compensation); definition of "Cause" for termination by the Employer; definition of "Good Reason" for termination by the executive; consequences of such terminations; restrictive covenants (non-compete, non-solicit of employees, non-solicit of clients or customers); arbitration provisions; successor liability provisions; integration provisions etc. In the negotiation of the separation agreement, students will consider (and negotiate) the all-important form of the General Release, exclusions to the General Release; post-employment restraints etc.
The materials, actual Employment Agreements, will be provided at the first meeting of the seminar. Certain additional reading materials will be suggested prior to the start of the seminar.
A maximum total of 12 students will be accepted for this seminar. Students will be divided into two teams (law firms): those representing the employer and those representing the executive, and they will conduct an actual negotiation in class. Materials will be presented from real-life situations (with names changed, of course), and they will be made available to the students prior to or at the outset of the seminar.
The class will meet four times for three hours:
Wednesday, March 28, 2:00 – 5:00 PM;
Friday, March 30 , 1:30 – 4:30 PM;
Wednesday, April 4, 2:00 – 5:00 PM; and
Friday, April 6, 1:30 – 4:30 PM
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Classroom participation will be at the heart of the grade, and the seminar will be a one-credit course. It will be taught by an attorney practicing in this area of law and business.
Students will be expected to attend all four sessions, unless there is a medical or other legitimate personal emergency. The reason for this is that the interaction between and among students is vital to the learning experience in this seminar. Please do not sign up for this seminar unless you are prepared to attend all four sessions.