Innehåll

This is a “hands-on” course which will focus on the most common company and commercial contracts dealt with by Swedish lawyers. The course will provide guidance both on contract drafting and on understanding legal documentation in English.  It will provide an overview of English and U.S.  contract terminology and principles, with comparisons with Swedish law. Relevant aspects of EU law will also be covered.  There will be frequent drafting and review tasks for delegates to undertake. The course will also provide guidance on drafting in plain English and avoiding “legalese”.

Course materials will include precedents, sample clauses, glossary of contract terminology and accompanying notes to contracts.

Målgrupp

• Lawyers in practice or in-house counsel who deal regularly with agreements written in or translated into English
• Lawyers from firms or companies currently involved in little international work, but who are predicting or planning an expansion of this area
• Procurement managers/officers who deal regularly with international procurement agreements
• Government lawyers who work on cross border agreements
• Senior company executives wishing to enhance their understanding of and ability to write legal documentation in English
• Secretaries attached to in-house departments or government offices
• Secretaries to senior company executives who handle a range of communications, including contracts written in English

Program

Day 1
09:00 - 09:30 
Registration and introduction to the Course.

09:30 - 12:30 
English Contract Principles and Terminology, concentrating in particular on typical boiler-plate clauses found in common law contracts. This section will also deal with new developments, difficult areas and differences between Swedish and English / U.S. Contract Law. There will also be guidance on avoiding ambiguity when drafting in English.

The following non-exhaustive list of topics is covered:

• representations
• invitations to treat/tenders
• consideration
• conditions, warranties and indemnities
• privity of contract 
• express and implied terms 
• exclusion clauses
• rectification of contracts 
• breach of contract
• remedies for breach of contract
• liquidated damages clauses (cf. penalties)
• anticipatory breach
• misrepresentation, duress, mistake
• frustration of contract / force majeure clauses
• dispute resolution clauses 
• choice of law / jurisdiction clauses

(10:15 - 10:30) Coffee break

12:00 - 13.00 Lunch 

13:00 - 17:00 
Company and Co-operation Agreements and other documents.

This session will focus on:

• Different types of business structure . 
• Different types of joint venture vehicles (e.g. contractual,partnership and corporate).  
• Study of a joint venture agreement with shareholder agreement and articles.  Comparison with co-operation agreement
• Drafting a Memorandum of Understanding.  Lock-out clauses / exclusivity letters. 
• Non-disclosure agreements and undertakings. 

(14:15 - 14:30) Coffee break and fika
Day 2
9:00 - 11:00
Sales contracts, agency and distributorship.

This session will include the following:

• Standard terms and conditions of sale. Particular attention will be given to retention of title and other key clauses.
• Distributorship and agency agreements.  Drafting agency and distributorship agreements to conform to relevant EU law and block exemptions.  
• Supply agreements

(10:15 - 10:30) Coffee break

11:00 - 12:30 
Intellectual property licences. Drafting Trade Mark and other licences in compliance with EU law.  

Key clauses in IP licences will be discussed including those relating to:

• Consideration
• Quality control
• Improvements
• Warranties and indemnities
• Events of termination.  

12:00 - 13:00 Lunch 
 
13:30 - 14:30 
Intellectual property licences (continued)

(14:15 - 14:30) Coffee break and fika

14:30 - 16:30 
Loan Agreements and Debentures.

This session will include:

• Types of bank finance (term loans, demand loans, revolving credit, syndicated loans etc). 
• Key clauses in loan agreements eg conditions precedent, negative pledge clauses, covenants, events of default, default interest .  
• Dealing with different types of charge and security e.g. fixed and floating charges, liens, pledges and insolvency terminology and principles.  
• Assignment and novation of loans

16:30 - 17:00 
End of course. Closing remarks.