Description

The executive appointed as director of a subsidiary must know his rights and responsibilities. The administrative manager must know how to organize assembly and board meetings. The future business manager must choose the right legal structure. Resolutely practical, this training in corporate law is aimed at non-lawyer executives who wish to choose a legal framework or evaluate their role as a director.

Who is this training for ?

Training objectives

Identify the different legal structures and their respective advantages.
Identify the stages in the legal life of companies.
Understand your role and responsibility as a director.
Identify the role of shareholders, of the CAC.
Organize meetings of 'AG and CA.

Training program

Legal basis of companies

• Company contract, statutes.
• Legal entity: legal capacity; affectio societatis.
• Events requiring a modification of the statutes.

Choose the legal form

• Criteria: liability, opening of capital, taxation...
• Legal forms: SA, SAS, SARL, EURL, SNC, GIE, SCOP, civil companies, associations...
• Tax and social aspects.

The legal life of the company Role of the management bodies

• Chairman of the Board of Directors, CEO.
• Powers of the board of directors.
• Free, regulated, prohibited agreements.
• Shareholder rights to information.

Play your role as administrator

• Different categories of director, right to information of the administrator.
• Cumulation with an employment contract.
• Cumulation of corporate mandates.
• Conduct of a board of directors (BoD) meeting.
• Individual or collective, civil or criminal liability.

Rights and duties of partners

• AG: AGO, AGE, AGM, AGS.
• Agenda of the AG, composition of the office, quorum...
• Modes of holding the AG : video conferences; written questions.
• Blocking minority.
• Shareholders agreement.
• Governance rules, committees.
• illustration: control the PV of an AG.

Key points of good governance

• Role of the different committees: audit, strategy, remuneration.
• Relations between shareholders, directors and managers.

Overview of exceptional events

• Capital increase.
• Transfer of shares or shares.

Description

The contract is a source of reciprocal obligations. Anyone negotiating commercial contracts must identify risks to protect their business with appropriate clauses. Can we refuse to sell, how can we break an established commercial relationship or react in the event of non-performance of an obligation? Here are situations requiring good reflexes. The objective of this training in commercial law is to acquire these good contractual reflexes.

Who is this training for ?

Training objectives

• Master the fundamentals of commercial law
  
• Collaborate with lawyers
  
• Negotiate and draft the essential clauses of the commercial contract
  
• Adopt good contractual reflexes at all stages of the life of the contract
  

Training program

Before the face-to-face

• A self-diagnosis.

Formation of the contract

• The contract, the law of the parties.
• Conflicts between CGV and CGA.
• Letter of intent to order.
• Obligation to advice from the seller.
• Orders placed out of the circuit.

Reciprocal obligations

• Obligation of means or result.
• Technical or functional specifications.

Negotiate the essential clauses Definition of the object. Applicable law, contractual language.

• Date of entry into force, duration.
• Terms of price revision.
• Payment deadlines, deadlines and place of delivery.
• Transfer of ownership and risks.
• Contractual guarantee.
• Limitation of liability.
• Confidentiality commitment.
• Guarantee against eviction, dispute settlement.

What to do in the event of non-performance?

• Refuse to perform your obligations, penalties.

Competition law

• Free negotiability of prices.
• Price transparency.
• Can we refuse to sell? Resale at a loss.
• Unfair termination of relations
• Abuse of dominant position.

Learn about international contracts Definition of applicable law and competent jurisdiction. Definition of incoterms. After face-to-face, implementation in a work situation

• Tips and tricks every week.

Description

Business life is governed by rules of law that it is essential to integrate to fully succeed in your professional career. This training is aimed at all those who are not lawyers and who wish to know the practical bases of business law: companies, contracts, cases of personal and corporate liability.

Who is this training for ?

Training objectives

Measure the impact of business law in one's professional life.
The foundations of contract and corporate law.
Identify situations that could give rise to one's liability.

Training program

Contract law

• When is the contract formed? Obligation of means and result.
• Obligation of seller to advise.
• Exercises: arbitration between CGV/CGA, test his reflexes regarding contracts.

The 10 main clauses of the commercial contract Price and method of price revision. Payment period.

• Entry into force, duration.
• Date and place of delivery.
• Transfer of ownership, risks.
• Contractual guarantee.
• Negotiate payment terms.
• Obligation of confidentiality.
• Force majeure, termination.
• Dispute resolution.
• Exercise: Correcting deficiencies in a commercial contract.

What to do in the event of non-performance of the contract?

• Suspend and refuse to execute.
• Apply penalties.
• Seek civil liability.

Civil and criminal liability of the company or manager Bargaining offence.

• Liability in the event of violations of the rules specific to commercial companies.
• Liability in the event of errors committed in the management of the company.
• Delegations of power: scope, formal and substantive conditions.

The different legal forms of business

• The concept of legal entity.
• Criteria for choosing a form of business: responsibility, taxation...
• Role and powers of control bodies and management.
• Different forms of company: sole proprietorship, EURL,SARL, SA, SAS.
• Illustration: classification of legal structures.

Description

Aggressive competition and new regulations (order of February 10, 2016) are changing commercial practices. The theory of unforeseen circumstances is now enshrined in the civil code. Article 1195 c.civ allows one of the parties to renegotiate the contract in the event of unforeseeable events occurring. Discriminatory practices are no longer condemnable, each party can freely negotiate their price. Faced with buyers who are increasingly aware of contract law, salespeople must take ownership of the new clauses: performance, intellectual property, liability... It is at this price that they preserve their profitability and protect themselves against risks. Due to its practical side, this advanced training in commercial law is specifically designed to meet the needs of non-lawyers.

Who is this training for ?

Training objectives

Improve the effectiveness of contractual clauses
Detect the pitfalls to avoid and control the risks linked to the commercial contract
Prevent litigation situations.

Training program

DEEPEN THE CLAUSES

• Obligation of the seller's advice.
• Clauses allowing prices to be modified: safeguard; unpredictability; competitiveness.
• The contractual guarantee/the legal guarantee against hidden defects .
• Transfer of ownership and risks.
• Cases of force majeure.

DEEPENING COMPETITION LAW

• Resale at a loss, refusal to sell, abuse of dominant position.
• Free negotiability of prices.
• Abusive termination of established commercial relations, agreements.

DETECT TRAPS AND RISKS

• Contractual risk assessment grid.
• Detect the 10 risky clauses.

SPECIFIC CONTRACTS

• Licenses, intellectual property, sub-contracting and co-contracting.
• Service on sites and offense of bargaining.
• Case: transfer of intellectual property rights.
• Deposits, guarantees on first demand.

PREVENT LITIGATION

• Limit your civil liability.
• Prevent your criminal liability.
• Learn to negotiate to avoid major litigation.
• Amicable procedures: transaction , mediation, arbitration

Description

The IT project is no longer reduced to a contract for carrying out specific developments. It presents new risks, multiple facets and requires an adapted legal approach. This seminar proposes to outline the broad outlines on the basis of real-life experiences.

Who is this training for ?

Training objectives

• Understand the guiding principles of an IT contract
• Understand the pre-contractual phase
• Master the framing, drafting and conclusion of the contract
• Lead the execution and termination of the IT contract

Training program

The IT contract for what reality?

• The operational reality: diversity of projects.
• The search for a contractual balance around the issues and constraints to avoid certain errors.
• An omnipresent and regulatory context structuring.

The pre-contractual phase

• Expression of needs/regulations/standards.
• Constraints.
• ERP approach.
• Global integration project.
• Service levels expected from outsourcing.
• Offer to contract: the commercial proposal.
• Acceptance of the offer: express/tacit: pitfalls.
• General conditions: enforceability.
• Revocation of the proposal.
• Distinction between public contracts and private contracts.
• Choice of the service provider and the legal prerequisites.
• Pre-contractual negotiation.
• Pre-contracts.
• Protecting the company's know-how.

The framing of the contract with regard to the constraints of the project

• Framework and "sequencing" of discussions, following the service provider selection stage.
• Definition of an appropriate contractual structure.
• Service tools double legal and financial reading of the main clauses of the contract.
• Distribution of responsibilities and main indicators of contract management and monitoring.

Drafting and concluding the contract

• Technical, legal and financial parties.
• Powers: apparent mandate, representation of company law. Third parties: subcontracting, beneficiaries, others.
• Contractual architecture and governance of the IS. Applicable law.
• Exchange of consents. Principle of consensualism. Vice of consent.
• Conditional commitments: purpose of the contract and scope of the project.
• Nature of the services: consistency with the object. Duration as a negotiating lever.
• Intellectual property. Contractual management, transfer of rights, licenses, guarantees.
• Contractual fault and obligation of means/result Clauses limiting or exonerating liability.

The end of the IT contract

• Peaceful end: resolution, termination or expiration.
• Contractual dispute management mechanisms.
• IT litigation: termination or resolution before the judge. Premeditated exit from contract.
• Transaction. Handover. Guarantee, plan, price of reversibility.

Description

This internship allows you to deepen your knowledge of company law and understand its difficulties. You will see in particular the powers and responsibilities of the manager, the transfer of a company, the modification of capital.

Who is this training for ?

Training objectives

• Deep your knowledge of company law
• Understand the powers and responsibilities of the manager
• Know the conditions of company transfer
• Modify or transform the capital of an SA or SAS

Training program

Remember the key points of company law

• Know the company contract, the role and importance of the statutes: conditions of validity, specific elements.
• Understand the creation of the company: drafting the statutes, prerequisites, subsequent formalities .
• Understand the functioning of SA, SARL, SAS: legal, social and fiscal framework.
• Practical work Participants will choose a corporate form according to their situation and will justify it.
• Debriefing and discussions.

Know the powers and responsibilities of the manager

• Appointment and dismissal according to the legal form of the company and the status of the manager.
• The combination of corporate office and employment contract: conditions of validity.
• Responsibilities towards partners and third parties, management fault.
• Tax repercussions and social.
• Practical work Apply the rules governing the different statuses of leaders to situations.
• Trainer debriefing and discussion around these questions.

Understanding the transfer of the company

• Transactions on business assets: transfer, rental management.
• Transfers of shares or shares: promise of transfer, approval clause and leonine clause .
• The defects of consent.
• Suspensive and resolutory conditions.
• Shareholders' agreements: interest, form, content and clauses.
• Liability guarantees.
• Acquisition, merger, partial contribution of assets operations.
• Practical work Drafting of a liability guarantee agreement passive.

Modify the capital in SAs or transform a company

• The share premium.
• The preferential subscription right.
• Prerequisites for the SA and the SAS: method of decision, quorum and majority, etc.
• Legal processes.
• Impacts on the company, managers, partners.
• Practical work Study on the tax consequences.

Description

It is essential to know environmental legislation. This course will introduce you to the regulations in force, the environmental responsibilities as well as the obligations of the various stakeholders involved.

Who is this training for ?

Training objectives

• Identify environmental responsibilities within operational activities
• Know the environmental regulations and the obligations of the different stakeholders
• Identify organizations and texts involved in environmental issues
• Inventory the origins of risks

Training program

Introduction: Environmental Law (ED)

• Definition in French Law, according to the environmental code.
• Environmental law, branch of law.
• Characteristics of environmental law environment.
• A heterogeneous, technical, evolving, prospective law.
• Exercise: The different areas of DE.

The major issues

• The main areas of the DE.
• Nuisance, waste, storage of dangerous materials, energy, pollution: decree 2011-828.
• The experiments at the origin of DE.
• Seveso, Bophal, Chernobyl, Three Thousand Islands, Toulouse, Fukushima.
• Case study The AZF factory in Toulouse .

Facilities Classified for Environmental Protection (ICPE)

• Orders and nomenclature of classified installations.
• Declarations, authorizations and registrations.
• Impact and danger studies and procedures.
• The prefectural decree: application and effects.
• The Seveso classification.
• Exercise: Deep in depth on the different areas and identify the main stakeholders concerned.

Environmental stakeholders

• Institutions and communities.
• Companies.
• Associations and individuals.
• The rural world.
• Case study Judgment of the Court of Cassation.

The legislative and regulatory framework

• The different codes: Environment, Public Health, Territorial Communities.
• The environmental charter.
• The sub-branches of the DE : air, water, sea, soil, biodiversity, noise, classified installations, energy.
• International environmental law: more than 300 conventions and treaties, the ECOLEX portal.
• Community law, treaties, regulations and directives (CLP, ADR, REACH, RoHs, RSDE, LAURE.
• ).
• Environmental standards: ISO 14001, 26000, OHSAS 18001 , the QSE system.
• Exercise: Safety data sheets (MSDS).

Environmental taxation and sanctions

• Taxes and fees.
• Dissuasive and positive taxation.
• Real estate taxation (HQE label).
• Civil sanctions, criminal and administrative.
• The crime of ecological terrorism.
• Case study Case law of the Court of Cassation and the ISO 14001 standard.

Description

Consumer law is the subject of numerous reforms to meet the need for consumer protection and security. This internship will help you master the obligations and limits in the marketing of your products and services in order to guarantee your image of seriousness and professionalism.

Who is this training for ?

Training objectives

• Know the global context of consumer law
• Control the obligations and limits of marketing your products and services
• Identify illicit and unfair commercial practices
• Remind the conditions of validity of a contract
• Understand the different pricing practices
  

Training program

The general framework of consumer protection

• Consumer qualification.
• Consumer "relay" organizations.
• The role of the DGCCRF.
• Trends of evolution.
• Exchanges The global context of consumer law.

Know the professional's information obligations

• The scope of the information obligation and the duty to provide information.
• The burden of proof relating to the fulfillment of these obligations.
• Sanctions incurred in the event of non-compliance.
• Exchanges The different practices involving legal risks.

Understanding the limits of marketing products and services

• Door-selling.
• Mail order sales.
• Advertising and sales promotion.
• Role playing Domestic canvassing.
• Group debriefing.

Optimize the parties’ contract

• Reminder of the conditions of validity of a contract.
• Writing the quote: content and sanctions incurred.
• The order.
• The general conditions of sale.
• Unfair clauses and penalties incurred.
• Example Example of quote.

Identify unfair trade practices

• Regulated commercial practices.
• Illicit commercial practices.
• The particularities linked to mail order sales.
• The sanctions incurred.
• Case study Case relating to unfair commercial practices.

Know how to regulate your pricing practices

• Promotions and sales.
• Price guarantee.
• Price advertising.
• Exchanges The different pricing practices.

Effectively implement the guarantees owed to consumer customers

• The different types of guarantees.
• The consequences of these guarantees.
• The strategy to adopt.
• The effects of implementing game of professional responsibility towards the consumer.
• Scenario Conflict case between a professional and a consumer.

Description

This internship will allow you to understand the issues of intellectual property (IP) in business life. It will show you how to protect your rights in general, more specifically in the digital domain. He will present to you the impacts of copyright reform.

Who is this training for ?

Training objectives

• Understanding the issues of intellectual property
• Protect your rights in the digital domain
• Know the impacts of copyright reform
• Apply litigation procedures

Training program

Identify intellectual property protection systems

• Copyright for literary works, works of art and architectural creations.
• The patent of invention to protect technical innovations (acquisition of protection, extension abroad).
• Protection of trademarks (acquisition of rights to a trademark, exploitation of rights, international aspects).
• Protection of designs, industrial models and geographical indications .
• Patent strategy: what is worth protecting?rnKeep costs as low as possible.
• Concept of priority, patents
• Practical work rnIdentification of works to be protected based on concrete examples: patentable creations, registered trademarks, works protected by copyright.

Protecting your IP rights in information technology

• The scope of database protection (copyright, sui generis rights, Internet-related risks).
• Software protection (copyright, licenses , patentability).
• Protection of the website (domain name, creation and hosting, copyright and Internet).
• Practical work Practical case aimed at putting implements the best legal protection.

Implement copyright reform

• Copyright.
• The DADVSI law and the Creation and Internet law.
• Exploitation rights.
• Exceptions to copyright.
• Patent filing procedures (PCT, EPO, national; costs, filing dates, priority).
• New digital legal filing.
• Online management of music rights.
• Principle of interoperability.
• Case study Applying copyright reform to concrete cases.

Defend your intellectual property rights

• Unfair competition actions.
• Infringement actions.
• Specific difficulties linked to digital technology.
• Case study Applications to concrete cases of these contentious procedures.

Description

This training will present to you the operating rules of the different administrative appeals. It will show you how to draft or review a request and effectively use the rules of administrative litigation.

Who is this training for ?

Training objectives

Analyze the stages of an administrative procedure
Study the different administrative appeals
Know the rules of admissibility of requests
Write a defense brief

Training program

Administrative courts

• The administrative tribunals and the administrative courts of appeal.
• The Council of State.
• The special courts.
• The channels of appeal.
• Practical work Study and analysis of the stages of the different administrative procedures.

The different administrative appeals

• The appeal for excess of power.
• The appeals of full jurisdiction (or full litigation).
• The particular case of litigation of repression.
• Emergency procedures.
• Practical work Study of appeals for abuse of power (REP) and full litigation appeals (RPC).

The rules applicable to referral to the administrative judge

• Identify the competent judge.
• Know the rules of admissibility of requests (deadlines, means, interest in taking action).
• The notions of joinder and intervention .
• The dismissal of the case to adjudicate.
• Practical work Drafting a request (identifying the legal grounds to be raised).

Execution of administrative court decisions

• The authority and execution of res judicata.
• Restraints and injunctions.

Master the rules of admissibility of the defense

• The validity of the representation of the public person.
• Compliance with deadlines.

Examine the request to better answer it

• Check the admissibility of the request and its conclusions.
• Contest the legal grounds raised in the request.
• Identify the documents to be produced.
• Practical work How to present and write a defense brief before an administrative court?

Effectively use the rules of administrative litigation

• The request for substitution of reasons.
• The opposition of the lack of prior linking of the litigation.
• The opposition of the four-year limitation period.
• The invocation of a cause exonerating liability.
• The counterclaim and the appeal for guarantee.
• Practical work Drafting a defense statement in view legal and jurisprudential means presented.

Description

This internship will allow you to understand the organization of justice in France in order to effectively monitor your litigation cases. It will show you how to apply the different procedural rules to best control the progress of these types of files.

Who is this training for ?

Training objectives

• Understand the organization of justice in France
• Apply the different procedural rules
• Write a letter of formal notice
• Initiate and follow legal proceedings
• Identify the impacts of different legal procedures

Training program

Contractually prevent any dispute

• The penal and jurisdictional clause.
• The use of alternative dispute resolution methods.
• Practical work Drafting a letter of application in a standard residence.

Anticipate the pre-litigation phase

• Complete all amicable procedures.
• Evaluate the importance of the dispute and determine the relevance of the proceedings.
• Know how to establish proof of the merits of his requests and his good faith.
• Practical work Exercise: practice on the constitution and method of application of the rules of evidence.

Initiate legal proceedings

• Measure the limitation periods.
• Identify the competent court.
• Gather the main documents and put together your file.
• Choose the procedure the most suitable: litigation procedure, mediation, arbitration, emergency or merits procedure.
• The assistance of a bailiff and a lawyer: criteria and conditions.
• Modalities of the pre-trial conciliation procedure.
• Practical work Compile your file in preparation for the first meeting with the lawyer.

Monitor legal disputes

• Master the main characteristics of procedures before the courts.
• Identify the rules for serving and notifying decisions rendered.
• Execute or have a decision executed.
• Identify avenues of appeal.
• Practical work Study and analysis of the forced execution procedure.

Identify the particularity of different legal procedures

• Civil jurisdiction: " referral, procedure and execution of the decision ".
• Commercial jurisdiction: " referral, procedure and execution of the decision ".
• The industrial tribunal: "referral, procedure and execution of the decision".
• Criminal jurisdiction: "competencies, method of referral and role of the public prosecutor".
• Practical work The impact of criminal procedure on civil or commercial procedure.

The particular case of so-called emergency procedures

• The order to pay.
• The summons on a fixed date.
• The summary procedure.
• The procedure on request.
• Practical work Drafting a request for an order for payment.

Description

Mastery of company law allows the lawyer to make strategic choices for the company regarding the type of company to adopt, the form of administration to put in place and the distribution of powers to determine. These choices must be in line with the objectives sought by the business manager.

Who is this training for ?

Training objectives

• Identify the differences between corporate structures
• Write the statutes in line with the desired objectives
• Master the operating methods of different social forms

Training program

Differentiate existing structures in corporate law and put them in place

Identify the most common uses of social structures

• SCI, SNC, SARL, SAS...: the specificities recognized for each
• Their strategic, legal and fiscal interests
• Compare traditional financing methods with innovative fashions

Write the statutes of social structures in line with the desired objectives

• Analyze the content of legally regulated statutes: SA, SARL...
• Control the content of the statutes of different social forms leaving great contractual freedom: SCI, SNC, SAS...
• Application exercise: drafting the statutes of the companies of the group created and analyzing the specificities of each

Master the functioning of different social forms: from representation to collective decisions

Management and representation: corporate forms with “management”

• Choose between single manager or multiple managers
• Determine and delimit the powers of the manager

Organize management within an SA and an SAS

• Distinguish the monist system from the dualist system: advantages and limitations of each formula
• Analyze the different levers of the organization of power in the SAS
• Identify the representatives and the managers of this type of company
• Application exercise: creation of the power structure of the group companies and analysis of the distribution of powers

Collective decisions and internal control: mastering the consultation methods and the rules specific to each

• Identify the areas of competence of assemblies
• Convocations, formalities, quorum and majority: integrate the conditions to be respected and the different thresholds applicable
• Master the exercise of internal control
• Application exercise: organization of a general meeting and analysis of related documents

Description

This training program aims to equip participants with a solid understanding of contract management mechanisms across both public and private sectors. Emphasis is placed on regulatory compliance, risk-sensitive clauses, lifecycle management, and digital tools for tracking and archiving contracts. It also focuses on anticipating disputes and enhancing interdepartmental collaboration for effective and secure contract execution.

Who is this training for ?

Training objectives

• Identify and analyze various types of contracts (public, private, national, international) and their applicable legal frameworks
  
• Manage all stages of a contract’s lifecycle, from drafting to closure, ensuring compliance and traceability
  
• Anticipate and mitigate contractual risks (sensitive clauses, non-compliance, disputes) while working effectively with legal, financial, and operational departments
  

Training program

Legal Framework and Contract Types

• Public vs. private contracts.
• National vs. international contracts.
• Legal references and implications for TMSA.

Sensitive and Risk-Prone Clauses

• Obligations, responsibilities, penalties.
• Termination, deadlines, liability clauses.
• Practical case studies for risk identification.

Contract Lifecycle Management

• Drafting, negotiation, and validation.
• Execution, modifications, and amendments.
• Renewal, closure, and archiving.

Compliance and Documentation

• Best practices for contractual governance

• Document traceability and audit readiness

• Digital tools for contract management

Compliance and Documentation

• Best practices for contractual governance

• Document traceability and audit readiness

• Digital tools for contract management

Cross-Departmental Collaboration

• Role of legal, financial, and operational teams.
• Coordination and communication in contract oversight.
• Case studies and role-playing exercises.

Description

This training program provides maritime and port professionals with a comprehensive understanding of the regulatory requirements under the STCW Convention (Standards of Training, Certification and Watchkeeping). It explores the international legal framework, the responsibilities of key actors, and the practical implications to ensure compliance of maritime operations.

Who is this training for ?

Training objectives

• Understand the legal framework and obligations established by the STCW Convention
  
• Apply the requirements for training, certification, watchkeeping, auditing, and inspection in maritime operations
  
• Integrate STCW standards into internal human resource management policies, ensuring effective regulatory compliance monitoring
  

Training program

Introduction to the STCW Convention

• Background and international scope
• Objectives and areas of application

Legal Framework and Responsibilities

• Flag State obligations
• Roles of maritime administrations and training institutions

Certification and Continuing Training

• Competency standards
• Issuance and renewal of certificates, mandatory refresher training
• Record-keeping and documentation requirementsh

Port State Control (PSC)

• Inspection procedures
• Relationship between PSC and STCW compliance

Audits and Inspections

• Preparing for and managing regulatory audits
• Incorporating STCW into quality management systems

Case Studies (TMSA Context)

• Real-world scenarios in port operations
• Lessons learned and best practices

HR Management and STCW Compliance

• Aligning internal HR policies with STCW requirements
• Ensuring continuous competency and compliance of seafarers

Monitoring Regulatory Updates

• Amendment procedures under STCW
• Regulatory watch and change management strategies

Description

This training aims to provide participants with an in-depth understanding of FIDIC contracts, including their structure and key principles, and mastery of the claims management and dispute resolution mechanisms specific to these contracts. Through clause analysis, claims drafting, dispute handling, and practical case studies, participants will learn to anticipate contractual risks,  and ensure compliance with international standards.

Who is this training for ?

Training objectives

• Understand the structure, fundamental principles, and various types of FIDIC contracts (Red Book, Yellow Book, etc
  )
  
• Master the complete claims management process under FIDIC clauses, from notification and justification to evaluation and dispute resolution
  
• Apply best practices to draft robust claims, analyze co-contractors’ claims, and implement effective resolution procedures (DAB, arbitration, mediation)
  

Training program

Introduction to FIDIC Contracts

• Overview of key contract types (Red Book, Yellow Book, etc.)
• Fundamental principles and objectives of FIDIC contracts

Identifying Potential Sources of Claims

 

• Common types of claims in infrastructure projects
• Analysis of contractual risk factors

Claims Management According to FIDIC

• Notification and justification procedures
• Technical and financial evaluation of claims
• Drafting claims compliant with contractual requirements

Analyzing and Handling Claims from Co-Contractors

• Study of claims by contractors, subcontractors, and consultants
• Critical assessment and negotiation techniques

Dispute Resolution Procedures

• Overview of mechanisms: Dispute Adjudication Board (DAB), arbitration, mediation
• Implementation and management of dispute resolution stages

Documentation and Evidence Management

• Best practices for collecting, preserving, and presenting contractual evidence
• Use of documentation in claims and dispute management

Applied Case Studies

• Analysis of cases similar to TMSA projects
• Practical exercises and role-playing on claims and dispute management

Description

This hands-on training program is designed to equip legal professionals with the skills and tools to effectively manage the legal aspects of mergers and acquisitions. Through a strategic and technical lens, participants will learn how to legally secure each stage of the M&A process, anticipate key risks, and contribute actively to value creation in external growth transactions. The training is structured around real-life case studies and practical exercises.

Who is this training for ?

Training objectives

• Understand the legal and strategic issues involved in M&A transactions
  
• Effectively lead legal due diligence and identify contractual and regulatory risks
  
• Participate in the negotiation and drafting of key transaction documents
  
• Ensure post-deal legal follow-up and contribute to integration success
  

Training program

Understanding the M&A Process

• Main types of transactions: share deals, asset deals, mergers.
• Key steps: letter of intent, due diligence, negotiation, signing, closing, integration.
• Roles of key players: legal department, lawyers, banks, internal teams.
• Practical exercise: In groups, recreate the legal timeline of an acquisition project.

Legal Structuring of the Transaction

• Differences between share deal and asset deal.
• Impact on contracts, employees, liabilities.
• Criteria to choose the appropriate structure.
• Practical exercise: Compare two legal options for a simple case and write a recommendation.

Legal Due Diligence

• Preparing and organizing the data room.
• Reviewing key documents: contracts, disputes, intellectual property.
• Writing a summary report highlighting key issues.
•  Practical exercise: Analyze document excerpts to identify risks and sensitive points.

Negotiation and Drafting of Key Documents

• Main documents: NDA, LOI, SPA, warranty letter.
• Important clauses: warranties, liabilities, conditions precedent.
• Tailoring drafting to balance risks and interests.
•  Practical exercise: Rewrite a poorly drafted warranty clause to make it clear and balanced.

Post-Closing Formalities and Integration

• Legal formalities after closing: registration, amendments to corporate documents.
• Integration of contracts and internal policies.
• Monitoring warranties and handling potential disputes.
• Practical exercise: Create a simple legal checklist of post-closing steps to follow.

Managing Legal Risks in M&A

• Identifying common risks (contractual, labor, regulatory).
• Risk mitigation measures: contract clauses, insurance, additional audits.
• Monitoring and controlling risks during and after the deal.
• Practical exercise: List major legal risks in a given case and propose solutions.

Communication and Coordination in the M&A Team

• Organizing communication between legal, finance, HR, and operations.
• Managing expectations of executives and stakeholders.
• Preparing steering committee meetings and progress reports.
• Practical exercise: Draft a short summary report for the board on the legal status of an ongoing deal.