2017 National Transactional LawMeet Case Summary (The full Case Statement will be published on December 16, 2016)
This year’s Transactional LawMeet® case involves the sale of the brewing, bottling and wholesale distribution operations (the “Division”) of Kombucha Hoocha Ltd. (“KH”) to a wholly-owned subsidiary of International Beverage Brands, Inc. (“IBB”). IBB is a large, publicly traded branded beverage company, offering a variety of soft drink and juice brands. KH is a privately-held company that operates both a chain of retail “brew cafes” and a wholesale brewing, bottling and distribution operation. The Division produces a line of so-called “functional” beverages. Marketed under the brand “Kombucha Hoocha®,” these beverages are lightly fermented teas that have become increasingly popular among consumers. KH distributes its products in both “draft” and bottled forms. In bottles, the beverage is sold in typical 12-oz bottles by the case to retailers around the country. Draft kombucha is sold in kegs (just like beer) through either wholesalers or directly to a limited number of house accounts. KH produces 10 varieties of kombucha, each with a unique flavor using names like “Mogolian Firewater” and “Dr. Wu’s Elixir.”
After a lengthy sale process led by KH’s investment bankers, KH and IBB have entered into a non-binding letter of intent for the purchase of the Division. The two sides are now in the process of drafting and negotiating the definitive acquisition agreement for the transaction. In this year’s LawMeet®, teams will represent either KH or IBB in these efforts.
Click here to review case statements from past LawMeets.
This year’s National Transactional LawMeet begins on February 24, 2017, at the following seven Regional LawMeets (host school information is on our Travel Page):
Region 1 Drexel Thomas R. Kline School of Law
Region 2 Emory University School of Law
Region 3 UCLA School of Law
Region 4 University of Missouri-Kansas City School of Law
Region 5 Northwestern University School of Law
Region 6 SMU Dedman School of Law
Region 7 University of Denver Sturm College of Law
The top team from each side of the negotiation at each Regional LawMeet will be invited to compete at the National LawMeet on Friday, March 31, 2017, at Sullivan & Cromwell LLC in New York City.
Up to 84 teams will be invited to participate in the seven Regional LawMeets. For a list of teams that have committed to participate in the Regional LawMeets, please view the Participants Page. Generally, participating teams are selected by a faculty advisor. Faculty members who are interested in sponsoring a team should email us at email@example.com. If you are a student and would like to know who the faculty advisor is at your school or if you would like to field a team, please email us at firstname.lastname@example.org. From the 84 teams participating at the Regional LawMeets, fourteen (14) will advance to the National LawMeet.
Each school may register two teams; however, each team must compete in a different Regional LawMeet. Registration and region assignments will be first come, first served. If, after the registration deadline, there are unfilled spots, schools will be allowed to register a third team.
Host schools receive a registration fee waiver for a single team. Host school teams must travel to a different region to compete; they may not compete at their home school. We are asking all participating law schools to agree to host a LawMeets® regional competition once during the next four years. We will select the actual host schools based on their ability to recruit high quality judges, their facilities and location, and other factors. Not all participating schools will be asked to host, but we believe that all schools that send teams to a LawMeet® should be willing to support the LawMeet® program by offering to host once every four years. In our experience, the most difficult task of a host school is recruiting qualified judges.
Each team may consist of up to three members (JD, JM, or LLM students); no more than a total of five team representatives may attend the regional negotiation rounds — 3 student negotiators, 1 advisor, and 1 observer.
The primary goal of the National Transactional LawMeet is to provide each participant a meaningful and engaging simulation of transactional practice. At both the National and Regional LawMeets, the Transactional LawMeet involves three distinct phases.
- Students work in teams and prepare a proposed draft agreement.
- Each team writes mark-ups to draft agreements prepared by the teams they will encounter during the two Regional Rounds.
- Opposing teams negotiate the contours of the deal. Each team will represent one of the two parties to the transaction.
At the National LawMeet, teams have the option of revising their original proposed draft agreement. Like at the Regional LawMeets, the teams will then mark-up opposing teams’ agreements and subsequently meet those teams during the first two rounds of the National LawMeet to negotiate the contours of the deal. Although the LawMeet’s specific agreement and transaction will vary from year to year, each LawMeet’s agreement will present essential challenges in transactional problem solving—the very type that corporate departments at law firms or in-house counsel at corporations tackle on a daily basis.
Phase I: Drafting On December 16, 2016, each participating team will be provided with 1) a statement of the context of the transaction; 2) facts specific to its client’s situation, including a video recording of a meeting with the client to discuss the proposed transaction; and 3) a precedent form of agreement. On January 27, 2017, each team will participate in a client conference call. Each team can ask its client two questions. On or before February 3, 2017, each team will prepare a draft agreement.
Phase II: Mark-Up Shortly after February 3, 2017, each team will receive one opposing team’s draft agreement. Each team will then prepare a mark-up of the opposing team’s draft agreement. Like during the drafting stage, teams will have an opportunity to ask their client two questions during a conference call scheduled for February 10, 2017. Teams must submit their mark-ups on or before February 17, 2017.
Phase III: Negotiations On Friday, February 24, 2017, all teams will gather at their respective host law school for the Regional LawMeet. Each team will participate in two preliminary rounds, encountering the team whose draft agreement it previously marked-up and the team that marked up its draft agreement. Based on the teams’ performances during the preliminary rounds, two teams (one from each side of the table) will be selected to participate in the National LawMeet. A panel discussion will immediately follow the final round of the LawMeet. In the final round panel, the teams and the audience will discuss the transaction, the draft agreements, and the team performances.
Phase I: Drafting Teams that advance to the National LawMeet have the option to revise their original proposed agreement. Revised agreements must be submitted on or before March 10, 2017. Teams choosing not to revise their agreements must still re-submit their original agreement by March 10, 2017. A client conference call with take place on March 3, 2017.
Phase II: Mark-Up Shortly after March 10, 2017, the final two (2) teams from each Regional LawMeet will each receive one opposing team’s draft agreement. Each team will then prepare a mark-up of the opposing team’s draft agreement. Teams will have an opportunity to ask their client questions during the client conference call on March 17, 2017. Teams must submit their mark-ups on or before March 24, 2017.
Phase III: Negotiations On Friday, March 31, 2017, fourteen (14) teams will gather at the National LawMeet at Sullivan & Cromwell LLP’s offices in New York City. Each team will participate in two preliminary rounds where it will encounter the team whose draft agreement it previously marked-up and the team who marked up its draft agreement.
Based on the teams’ performances during the preliminary rounds, four (4) teams will be selected to participate in the final rounds. Teams in the final round will compete for the 2017 National Transactional LawMeet Championship title.
A panel discussion will follow the final round of the LawMeet. The final round panel, the teams, and the audience will discuss the transaction, the draft agreements, and the team performances. The results of the LawMeet will be announced at the conclusion of the panel discussion.
Each team must pay a $500 non-refundable fee to secure its place at the Regional LawMeet. Regional finalists will be required to pay an additional $200 fee to participate in the National LawMeet. Registration and region assignments are first come, first served. Host schools receive a registration fee waiver for a single team. You can register and pay on the registration page.
Teams must provide their own transportation and lodging for both the Regional LawMeet and the National LawMeet. The receptions as well as certain meals at both the Regional and National LawMeets will be provided. Details regarding discounted hotel arrangements and local transportation can be found on the Travel Page. For further information, please reach us at email@example.com.
- 65% of schools that participated in past LawMeets awarded credit to their teams for their participation.
Of those schools that receive credit, 65% receive 1 credit, 33% receive 2 credits, and 3% receive 3 credits for their participation
- 97% of law schools that participated in past LawMeets covered team expenses.
100% of teams receive funding for registration
94% of teams receive funding for travel
92% of teams receive funding for accommodations
63% of teams receive funding for food