| CODE | CML5042 | ||||||||
| TITLE | Drafting and Negotiating Commercial Contracts with Special Focus on Securities and Financing Related Contracts | ||||||||
| UM LEVEL | 05 - Postgraduate Modular Diploma or Degree Course | ||||||||
| MQF LEVEL | 7 | ||||||||
| ECTS CREDITS | 5 | ||||||||
| DEPARTMENT | Commercial Law | ||||||||
| DESCRIPTION | This unit is intended to focus on both the legal and the practical issues that need to be addressed in drafting and negotiating commercial contracts. The unit will inter alia deal with the following matters: The first part of the unit will focus on general aspects of contract negotiation and particularly the role of the lawyer in assisting clients negotiate commercial contracts and how to reflect commercial terms in legal drafting. This part of the unit deals also with the skills for lawyers to identify risk in a commercial transaction and assisting through different techniques both in negotiation and contract drafting of minimizing those risks to a level where the client attains "comfort zone". Amongst other issues the unit will deal with an introduction to various negotiation techniques as well risk identification and minimization skills. It will consider the theories of negotiation and bilateral decision-making, the process of negotiation, the phases in negotiations, strategies and techniques, the role of lawyers in negotiations, and ethical questions faced by lawyers. The unit will also deal with the art of contract drafting with a view to attaining the desired level of risk for clients. It is intended to be a hands on unit which tackles contract drafting from a pragmatic approach. Negotiations take place even at the drafting stage - these are more often than not drafting negotiations that will however have commercial impacts that the client needs to understand and which will find themselves in the end product - the Contract. The unit will deal with methods of drafting in commercial transactions that will reduce risk and achieve a balanced commercial transaction. The unit will also deal with a number of practical real-life examples. Moreover, the relationship of negotiation and adjudication, and the relationship of negotiation with other methods of resolving disputes other than by adjudication will be briefly considered. There will be an added module to this programme, as an introduction to corporate securities and the related legal documentation within the confines of applicable regulation. This part of the unit will deal with corporate securities and their use within companies as instruments of financing corporate requirements and, amongst others, with the distinction between public offers of securities and private placements of securities, whether debt, equity or hybrids. The focus of this part of the module will be on the legal aspects of corporate finance instruments and the distinction between public offers and private placements under securities legislation and the Companies Act. The module will also focus on the contractual relationship created by a prospectus or offering circular under Maltese law between the issuers of securities and investors, including the potential liability of issuers; and the legal aspects of obtaining a listing to an exchange of corporate securities. The objective of this module is to provide students with an introduction to corporate securities and the legal and regulatory issues involved in this area together with familiarization with typical documents involved in the issuance of such securities. Study-unit Aims: This study-unit is designed to guide law students in the way contracts are or should be drafted and negotiated. Contracts and negotiation are the bread and butter of most lawyers and Notaries and this unit seeks to encourage students to go beyond the obvious and the superficial in this crucial field and realize that good drafting need training and careful attention to detail. Contract drafting is a skill and a craft which this unit allows legal practitioners to master. The unit offers a specialized introduction with on-going practical applications of how drafting of different types of contracts should be planned, approached and completed. This unit makes a special emphasis on securities-related contracts in view of their significance in terms of the securities market which forms an important sector of Malta's financial centre and in view if the increasing complexity of these types of contracts as they reflect complex design and requirements of international as well as local clients. The skills involved in negotiating on behalf of clients is crucial for legal practitioners in their future careers in law and elsewhere and this is the only study unit in the entire law course which offers specialised training in this area. The objective of the second part of this module is to provide a solid introduction to students to corporate securities and the legal and regulatory issues involved in this area together with familiarisation with typical documents involved in the issuance of such securities which are taught in other study units offered by the Department. Learning Outcomes: By the end of this study-unit, the student: • would have gained first-hand understanding and experience of good legal writing, and the benefits thereof, and of how different contracts are best approached, negotiated and drafted; • would be better prepared and trained to meet the various challenges offered by the opportunities for negotiation and drafting of legal documents to assist and further the commercial life of the country in all its sub-sectors, but especially in the securities field where a variety of contract and offer agreements are in common use as the sector becomes more demanding and complex; • would be well placed to draw up well-written, quality and coherent contracts; • would be in a better position to offer eventual clients and future employers the skills of a trained professional capable of good writing and of negotiating on their behalf to safeguard their interests in their dealings with others. |
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| STUDY-UNIT TYPE | Lecture | ||||||||
| METHOD OF ASSESSMENT |
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| LECTURER/S | Tiziana Filletti Ilona Schembri (Co-ord.) Ivan Vella |
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The University makes every effort to ensure that the published Courses Plans, Programmes of Study and Study-Unit information are complete and up-to-date at the time of publication. The University reserves the right to make changes in case errors are detected after publication.
The availability of optional units may be subject to timetabling constraints. Units not attracting a sufficient number of registrations may be withdrawn without notice. It should be noted that all the information in the description above applies to study-units available during the academic year 2024/5. It may be subject to change in subsequent years. |
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