by Victoria Sadosky ’22
Geena Caporale '21 and I had the opportunity to compete in this year’s UCLA Transactional Law Competition. There were 26 teams from 18 law schools. We were awarded Best Negotiation and Best Overall, two of the 3 awards for the Buyer Side. The event is based on the national LawMeets competition and challenges students to draft and negotiate a simulated M&A transaction. Students representing either the buyer or seller, draft the acquisition agreement, mark up an opposing team’s draft of the acquisition agreement, and participate in two rounds of negotiations against other teams. Each round was scored by three judges, most of whom were M&A practitioners and partners from prominent law firms.
This year, the case statement concerned a medical device company acquiring a manufacturer focused on the development of medical diagnostics for the treatment of diabetes. We were tasked with resolving major issues of contention throughout the drafting and negotiation portions of the competition, including indemnification provisions, purchase price, earn-outs with thresholds based on financial projections and FDA approvals, employment agreements, and the implications of an imminent patent infringement suit.
What I loved that this experience brought together so many skills into one competition that one can transfer to the real world as a transactional lawyer. In addition to testing negotiation capabilities, drafting skills, and financial knowledge, we had to communicate with our client on various occasions and find ways to manifest their intentions in the contract and throughout the negotiations.
As this was the first time the ADR Competition Honor Society participated in a transactional competition, preparation for the negotiation was especially challenging as we attempted to apply our ADR negotiation skills in the context of an M&A transaction. Our fellow ADR teammates, Marisa Masters and Michael Silbert served as our coaches. They rose to the challenge, mooting with us and providing constructive feedback late at night in the weeks leading up to the competition. As the nature of the competition progressed in phases, there was a steep learning curve in a very short period of time. It was truly a team effort, and in the end, I think it was the ADR sensibility that helped us succeed. We were also very fortunate to have Professor Jill Gautier assist us in preparing for the competition. She not only helped us in the drafting and mark-up stages but also provided great insight so we could develop the best negotiation strategy and focus on the most important issues.
