Debunking Due Diligence Project
Law Academy is launching Debunking Due Diligence Project as a continuation of Liaison Project and a series of workshops in a prominent local business school. Due to excellent feedback we obtained from the participants, Law Academy has designed this new Project fusing the legal, financial, strategic and behavioural aspects of a deal as complex as an M&A.
This is a unique opportunity for unexperienced lawyers and yet-to-be graduates to contest their abilities in solving legal issues with scarce data in a modern and client-oriented fashion. This experience will give the participants a gist of how new value is created out of implementation of professional skills kindled by passion and intuition.
The work is done completely in English and resembles working in a modern internationally oriented law firm and a modern corporation’s in-house legal team. The best candidates will have the privilege to present their findings and improve their legal, professional and language skills while at the same time being exposed to senior professionals.
Debunking Due Diligence Project is comprised of two parts.
Stage 1 includes the individual work on the case, in which candidates work on the case from their homes and supply their papers online for the review by Law Academy. The best candidates are invited to participate in the second part of the Project.
During Stage 2 we engage participants in a one-day interaction with other candidates in a form of presentations, workshops and team work simulations. This MBA-style session is moderated by Law Academy experts and experienced professional from the corporate world. This will make the participants aware of their strengths and weaknesses, giving them guidance on how to upgrade their competences.
Just like other Law Academy projects, the Debunking Due Diligence Project helps legal professionals become more successful lawyers and law practitioners while supporting businesses. This includes the development of research skills, openness in solving legal and business issues, better understanding of different professions’ views and lingo. Participants should become business-sensitive and better prepared for working in an international environment.
Debunking Due Diligence Project is primarily open to young graduate lawyers and yet-to-be law graduates from all universities and business schools. We strongly encourage all lawyers, business school graduates, paralegals and any other person involved in the legal work, no matter of where they currently work or are unemployed, and irrespective of their age, formal degree and work experience, to join us. This project requires at least B1 level of the English language, as well as a general insight into various aspects of the Croatian business law covered in our case. However, as we offer no rankings or material awards, and assess only the work presented during the project, no formal proofs of education, work experience or the English language skills is needed to access this project.
This project does not include a work of law professors and it is not a student project in which a candidate’s repetitive knowledge of statutes or ability to convince a jury in a debate or a mock court environment are of any value. We invite participants with experience in moot court cases, debates and other student-oriented competitions, and yet unsatisfied with the actual level of exposure to real life situations, to join us in this project.
Candidates who wish to access our Debunking Due Diligence Project and start their individual work should submit their findings by e-mail (email@example.com) or use our contact form. We strongly advise the participants to submit their CVs. As the aim of this and all other Law Academy projects is to boost individual’s potentials and supply them with the unique set of educational and professional inputs, no group applications are accepted.
The participation in the Debunking Due Diligence Project is free of charge for the participants.
For the purpose of our case you should imagine yourself as a legal counsel working for an inhouse legal team of an M&A project firm, or a young graduate working within a business law firm. Your team is undergoing a series of similar projects and tasks. Due to lack in time and no budget for a more in-depth service, your team needs to provide a potential client as much as possible information on the potential new acquisition in Croatia.
Your client is an international investment fund which seeks interesting projects for its further expansion. Your client is not interested in actual management of the business’ operation and everyday tasks, but rather in collecting profits acquired through modernization and synergies, as well as in acquiring active and sound assets, pieces of technology and know-how, which could be internationalized and better used. Due to several serious drawbacks your client experienced in the previous deals, this deal needs to build trust of the local community and enable the client’s sustainability. You should think as investors and do not limit yourself to doing a mere share deal, but rather seek for the most beneficial solutions for your client.
Your client’s interest is Maraska.
Your task is to produce two documents:
- a legal red flag due diligence report stressing out open issues gathered through publically available sources, which are of crucial importance in making an informed decision on the acquisition, and
- a letter of intent in which you will inform the company of your client’s intentions to acquire it, and provide a decent level of information on your findings collected during the initial due diligence exercise, with the aim of presenting your client to be the best possible match in the intended deal, and providing a reasonable information on money issues.
Neither document should exceed one page, and should only be limited to information of business relevant to the project. You are the only lawyer designated in this project and you should avoid tackling dubious matters of the present legal system, but rather present your proposals on how legal obstacles should be handled with the aim of your client making profits. For instance, if there is an issue with the ownership of the production facility when you client might be willing to pursue production there, you simply state this fact and propose a decrease in price, pursue of legal remedies, or any other feasible solution.
Make sure that instead of making an in-depth report with unnecessary details and historical data as a product of an auditor-alike approach, your focus is on your client’s interest in making profits from the acquisition. You should handle all serious, deal-breaking legal issues in the best possible fashion to be understood by non-lawyers and non-Croatians. Use simple terms and do not make references to statutes. Your proposal in terms of money should be elaborated in a sentence or two and referenced to a solid data. Make sure that your addressee becomes willing to start talks with your client after the receipt of LoI.
It is up to you to make the best possible decision on the format, content and the style of documents. We strongly invite you to use a more up-to-date method of presentation of your findings during due diligence process, such as the use of a table and bullet points instead of elaborate narratives. You should reflect more on the potential for making profit, issues and their consequences, risks, costs and possible solutions.
We will not issue any additional explanations as to facts, applicable law, style or anything else in relation to the case, although you may use a chance to check upon your thoughts and doubts with us via telephone or email.
Before making any contacts with us, please have in mind that we are convinced that your professional skills and plain logics a law student should have will make this task interesting to you. Furthermore, by reliance on publically available information you will manage to prepare a list of matters to be addressed in the legal red flag due diligence report and the LoI, only within an hour or two. An additional hour should be invested in creating each of the documents. Your proposal of actions to be taken in LoI should reflect the findings in your due diligence report and make your client happy in terms of your judgment on the target’s value and your approach in making this deal happen.
We have chosen this target for no particular reason whatsoever, and you are not allowed to make any contacts with the target in performing your tasks. All information necessary for your due diligence report and the LoI is publicly available.
You will receive no rankings or awards based on results of this Project. We strongly encourage you to take this opportunity as a gateway to the world of responsible business.
Stage 1 documents (legal due diligence report and LoI) to be submitted by 14 January 2018 at 23:59 CET. Still, we strongly encourage you to have your documents submitted as soon as possible.
The selected participants will be invited to Stage 2 by the end of January 2018.
No preparation is needed for Stage 2.
Stage 2 (MBA-style session) will be held on 10 March 2018 (tentative) in Zagreb.