Law

Work Sample
IEUK 2020 – Law
Work Sample Briefing

The Task:

You are a Trainee Solicitor in the Corporate department at XYZ LLP. Your client, Farm Fresh (“FF”), plans to expand its business
by acquiring Grocers Direct (“GD”).

The client has emailed a Partner at the firm requesting legal assistance. The client has been sent a non-disclosure agreement
(“NDA”) as the buyer, from the seller (GD), to sign in advance of any discussions taking place to protect the information being
transferred, and to minimise the risk of any personal or professional reputational damage. Further, the client is unsure of the
procedures involved in an acquisitions transaction as this is the first step of its newly formed expansion plan, and it has not
previously entered into such a transaction.

You must assist your supervising Partner to address all of the client’s concerns by 11am tomorrow (16th July) as this case is time
sensitive, given there are other potential buyers considering the same acquisition target.
 IEUK 2020 – Law
Work Sample Briefing Core Deliverables

One page summary outlining the key parts of an acquisition

transaction
Instructions • This is the first acquisition transaction that the client will
undertake
• Research and incorporate the correct terminology to indicate the
key components of the transaction
• Explain these terms in a digestible way, bearing in mind the level
1 2 3 of legalese that your client will likely have

Two page (maximum) summary of due diligence considerations

• Outline the key factors that must be examined during the due
diligence process
FF wants you to review the • Explain these factors’ relevance and the questions which the
NDA before they sign. The
buyer may want to ask
You need to compile a
Target wants to execute a You also need to research
table with all the relevant Complete a table of amendments for the Non Disclosure Agreement
non-disclosure agreement and compare litigation
due diligence factors for • Your supervising partner needs to be made aware of any changes
(NDA) with FF before against arbitration. FF notes
FF, and outline their necessary to the NDA
transferring information that Clause 9.2 of the NDA
relevance and potential refers the parties to
• Produce a clear table outlining the changes that need to be made
during the due diligence • Reference the page number and clause number for each mistake
questions that FF should litigation in courts. Before
process. This will prevent signing the agreement, FF you identify
ask. This is to assist FF who
any of its discussions wants to explore all their
needs to know what
becoming public options regarding One page summary outlining the costs and benefits of 2 models of
information they will need alternative dispute dispute resolution
knowledge, and it protects
to gather during the due resolution. • Consider two different mechanisms of dispute resolution
FF by avoiding a competitor
diligence stage. • Provide advice on what would be the most advantageous option
using this information to
supersede the transaction.
IEUK 2020 – Law
Work Sample Briefing
Tips:

1. Know your audience when producing your work – will a client want to read something long and full of
legal jargon?
2. Attention to detail is key, so proof your work multiple times
3. Remember to deliver all the components that have been requested. Keep referring back to the brief
so you do not go off topic
4. Make sure you include a title page, a content page, your key deliverables, and a summary
5. Don’t forget to use the knowledge you gained from our Delivery Partners on Day 1!
 Due Diligence Considerations Template

Due Diligence Factor Relevant Questions and Purpose

Corporate Structure
Accounts
Valuation
Location

Human Capital
Ongoing
litigation/disputes
Market reputation

Contracts

Corporate objectives

Debtor relations

Growth opportunities

Assets
Supply chain
management
Tax

Real Estate

Intellectual Property

Health and Safety

Instructions
1. Download the Work Sample Task using the link that has been pinned in the
Internship Chat
2. Please review our Work Sample and Marking FAQs
3. Ensure the first page of your work has your full name and email (that you used
for IEUK) so your peer can easily enter in your details onto the marking form
4. Once completed, please ensure you have uploaded your work to Google
Drive/WeTransfer/Dropbox by 11am on Day 3 to provide your peer with viewing
access
5. Top tip! Create your whole piece of work in Google Slides (in case the internet
upload speed is low, making it difficult to upload the file)
6. Don’t forget that you will be going through your work with another IEUK
member so ensure you approach it like a real piece of work to get the most out
of it!

#BrightInternUK
#InternFromHome
Work Sample
“Model” Answer
IEUK 2020 – Law
Contents Page

1. Acquisition Transaction Timeline

2. Due Diligence Factors
3. Dispute Resolution Research – Litigation v Arbitration
4. Table of Amendments – Non Disclosure Agreement
Acquisition Transaction
Timeline
 Mergers & Acquisition Timeline

FF should evaluate its corporate strategy to determine whether the acquisition will be appropriate to raise shareholder value, company performance
M&A Strategy and market competition.
Requires the company to consider internally its strengths, the market conditions in which it operates and future risks and threats.

Target
Once the company has decided that an acquisition fits within its overall corporate strategy, it needs to identify potential targets. FF has identified a
Sourcing and
potential Target in Grocers Direct (GD) who have now provided an NDA to sign before advancing discussions.
Selection
The value of GD is essential in determining whether it makes business sense to be acquired. A financial model can be built to examine the Target’s
financials and assist in making an informed decision. As the buyer, an income statement, balance sheet and cashflow statement with historical and
Valuation
projected forecasts will all be necessary. There are three potential valuation methodologies: discounted cashflow, market comparison and the net
assets approach.

After the Target has been identified and the financials have been verified, it is critical to investigate the Target and identify any potential
issues or threats to the success of the transaction. This is the stage where the profitability of the Target, addressing potential liabilities and the
Due complexity and size of the operations will all be considered. A review of the tax affairs and human capital will also be necessary. Further, it is
Diligence good practice to investigate the Subjects of the Target (the senior management personnel) to verify their integrity. This can include an
investigation on Companies House for UK targets. This due diligence process will add further detail to the Information Memorandum which
should also be produce (which will highlight any operational costs).

The deal will be structured to take into account the needs and requirements of the buyer and seller, having conducted a scenario analysis of various
Deal execution transactional structures and evaluating the financial impact. As the buyer, FF will either be able to acquire the assets or the shares of GD.

After the transaction has been concluded, the Target will be integrated to ensure that the vision and value envisaged throughout the transaction is
Post deal realised. This will involve deep reorganisation of FF to ensure that Target is integrated seamlessly within the business. Considerations including
integration strategy, organisation, operations, human resources and information technology infrastructure will all need to be examined.
Due Diligence Factors
 Due Diligence Considerations (1)

Due Diligence Factor Relevant Questions and Purpose

Corporate Structure Who are the shareholders and what is the shareholder structure? How is the share capital distributed?

FF should request copies of the management accounts, the budget, historical and future forecasts, a business plan, dividends, bonus pay
Accounts
outs, and capital commitments
FF should understand the value of the Target, and be provided with access to the financial balance sheet, Profit & Loss and historical and
Valuation
future financial projections. Additionally a potential buyer should review the audited accounts of the Target company
If the Target is located in various jurisdictions outside of the acquirer’s current location, it will need to consider potential travel
Location requirements to manage operations. Additionally, if the Target has vendors located in external jurisdictions, FF will need to become familiar
with the local trading laws and operations
FF needs to determine how it will manage the human capital in the Target company, and how that will impact the human capital in the
existing company. Specifically, the buyer would require details of an anonymised list of employees, duration of employment and
Human Capital
remuneration and benefits. This includes offers of employment where a contract may not have yet commenced, and instances where
former employees were dismissed. These matters will need to be determined by the Employment team
This can be an issue from a reputation perspective, as well as the liabilities that the buyer may take on if it were to acquire the Target. It
Ongoing needs to determine whether there is any ongoing litigation/arbitration/mediation/alternative dispute resolution, and what the status of
litigation/disputes that litigation or dispute resolution will be if it acquires the company. The litigation and dispute resolution team can assist if anything does
materialise
If the Target has a poor market reputation, or is known to violate ESG practices, for example, this can impact the reputation of the buyer’s
Market reputation
company and affect their sales and revenues. Further, what is the integrity of the senior management officials?
The buyer should be aware of any ongoing business relationships that it will have to take over should it acquire the Target, and whether
any of these clients are competitors with the buyer’s company or would cause a conflict of interest. Further, it needs to be aware of its
Contracts
responsibilities with regards to the contracts, payment details and liabilities. Further, it should become aware of any trading agreements
and the corresponding arrangements
If the Target company has carried out a corporate assessment of the impact of an acquisition, does it makes commercial sense for the
Corporate objectives
acquisition to go ahead from the acquirer's perspective
 Due Diligence Considerations (2)

Due Diligence Factor Relevant Questions and Purpose

Debtor relations Are there any outstanding creditors to the Target company, and will these debts be satisfied before the acquisition takes place?
Is there any existing plan to scale the company, or are there opportunities to expand the company’s product lines and vendors in
Growth opportunities
alternative jurisdictions? Are there new products in the pipeline? What is the work of the product development team?
The buyer would need a comprehensive list of the inventory and assets of the Target, especially to ensure it receives exactly what it was
Assets made aware of after the transaction is executed. This includes any software and IT infrastructure currently in place? Can this be effectively
integrated with the acquirer’s company without disrupting existing operations?
Supply chain What is the current supply chain? How is it managed? What human capital and resources are required to maintain the chain?
management
What are the tax implications of the current operations? If the company is also located in other jurisdictions, the tax laws will likely be
Tax different from the UK. Details of all the tax that is required from the Target and confirmation that the Target is not in arrears of its tax
obligations.
What is the current real estate portfolio of the Target? Is it necessary to retain this property or can there be an integration with the real
estate of the buyer? Does the Target own the real estate outright, or is it part of a lease? If there is a lease, what are the termination and
Real Estate
renewal obligations? The buyer would need a schedule of all the freehold and leasehold properties held by the Target, including values,
uses, locations
Who owns the intellectual property rights to the company, and what is the process for transferring ownership after the acquisition? Are
there fees associated with this process, and what are the formalities? The buyer should be provided with copies of all the relevant IP
Intellectual Property documentation, and notices of any disputes or previous objections and complaints, and any suspected infringements to be aware of when
taking over the company. This is important to understand the history of the company, and to be aware of potential disputes which may
resurface after the acquisition
The buyer must be made aware of all health and safety provisions and certifications which are present and valid amongst all employees
Health and Safety and in all places of work associated with the Target company. This will include any and all health and safety complaints levelled against the
Target, and the proceedings that may have followed.
Dispute Resolution Research
 Dispute Resolution Mechanisms

Litigation Arbitration
• The value of precedent – before even entering litigation, a • Reduces hostility by encouraging amicable participation
party can gain a sense of the determination of its case with the aim of collaboratively devising a resolution to the
based on precedent cases which present similar facts – this issue
provides a sense of predictability and certainty • More economical – no court fees
• There is a clear chain of appeal methods applicable to the • Efficient – issues are usually resolved expediently, without
dispute the need of waiting for an availability in court and for a
• Cases can take a long time to be resolved in court judge
• Public – the dispute can enter the public domain and cause • Flexible – greater scope to resolve the dispute in
personal and commercial reputational damage accordance with the considerations and availability of the
• Where the issue relates to complex or technical material, a parties
judge may not be best equipped to handle the nuances of • Private – where matters are of a sensitive nature to the
the dispute company’s reputation, arbitration occurs behind closed
doors and the content of the arbitration is not available to
the general public
• There is limited recourse to appeal the decision
• There is a large amount of discretion in appointing
arbitrators, which gives greater scope to subjectivity in the
resolution process

As a medium sized company looking to expand, FF will likely want to minimise any disputes, and the money they have to expend
in managing this. Accordingly, arbitration is the preferable model of dispute resolution as it will provide an amicable method of
resolving disputes in a relatively expedient way that aligns with its commercial preferences by being able to select the arbitrator
and the location of the arbitration.
NDA Amendments
 NDA Amendments

Page No. Clause No. Amendment Page No. Clause No. Amendment

1 Grocers Directe 3 2.1.4 Property of the Disclosing Party);

1 IT IS AGREED AS FOLLOWS 3 2.1.5 Degree of care
1 1.1 Contrary intention appears 3 2.1.5 Which the Recipient warrants
1 1.1 Following meanings 4 2.2.1 It informs its Representatives
1 1.1.1 Replace less with more 4 2.2.2 With this agreement as if they were the Recipient
1 1.1.1 Remove highlight 4 2.3 By a court of other authority of competent jurisdiction
1 1.1.2 London, New York and Arcadia 4 2.3 Legally permitted to do so
1 1.1.3(a) Negotiations are taking place 4 2.3 It gives the other Party
1 1.1.3(b) Replace ‘letter’ with ‘agreement’ 4 2.3 In accordance with this clause 2.3
2 1.1.3(c)(ii) Secrets or software 4 2.4 Confidential Information
2 1.1.3(e) Available to 4 2.5 Or its prospective interest in the Purpose
2 1.1.3(f) Disclosing party; or 4 2.5 Unreasonably withheld of delayed) except as required…
2 1.1.3(h) Disclosing party. 4 2.5 No Party shall make use of the other party’s name
2 1.1.6 FFD 4 3 Return of Information
2 1.1.9 In relation to each 4 3.1 At the request of the Disclosing Party, the Recipient shall….
2 1.1.9(a) Need to know 4 3.1.2 Stored in electronic form
2 1.1.9(b) Engaged to advise 4 3.1.2 (to the extent possible); and

3 1.1.9(c) In writing that Confidential Information 4 3.1.3 This clause – specify clause number
3 1.2.2(c) Of this agreement; 4 3.1.3 Incorporating, or based on the Disclosing….
3 2.1.1 In any way except 4 3.1.3 Extent reasonable to permit
3 2.1.2 Directly or indirectly 4 3.1.3 Evidence it has performed
3 2.1.3 Replace ‘second’ with ‘third party’ 4 3.1.3 The provisions of this agreement
 NDA Amendments (1)

Page No. Clause No. Amendment Page No. Clause No. Amendment

4 3.2 Might have involved the use of any.. 5 4.7 Should any unauthorised disclosure

4 3.2 Recipient 5 4.7 Purpose with immediate effect

4 3.2 Reasonably necessary 5 5 Recipient and to authorise the Recipient to use…

4 4.1 Shall remain the property 5 6.1 Period of one (1) year

4 4.1 Disclosing Party 5 6.1 Disclosed to the Recipient or its Representatives

4 4.1 Each Party 5 6.2 Not affect an accrued rights

4 4.1 Remove highlight 6 7.3 Disclosing Party that it shall not

5 4.2 Remove highlight 6 7.3 Remove animal discoveries

5 4.2 Confidential Information are granted 6 7.4 Shall be of any force or effect unless in writing and signed by each
Party
5 4.2 Are imposed on the 6 7.5 Any delay in exercising any right…

5 4.2 Agree that GD 6 7.5 Or a waiver or any other right or remedy

5 4.3 Express or impliedly 6 7.6 Subject to clause 4.3

5 4.3 No liability will attach to the 6 7.7 Contracts (Rights of Third Parties Act) 1999

5 4.3 Representations as a result of 6 8.1 Any notice or other communication

5 4.4 In relation to the Purposes 6 8.1 In connection with this agreement

5 4.5 The Parties agree 6 8.1 Address set out below, or at such other..

5 4.5 Preclude them now or in the future 7 9.1 Arising out of or in connection

5 4.5 With competitors (or potential 7 Governed by and in accordance with the law
competitors)
5 4.6 Acknowledges that damages 7 10 COUNTERPARTIES
 NDA Amendments (2)

Page No. Clause No. Amendment

7 11.1 Date of termination of this agreement

7 11.1 Contemplated in clause 9

IN WITNESS Authorised representatives on the date first above written

Signature dates Change date from May to June

Work Sample
Scoring Matrix
 Scoring
We have provided a scoring matrix to help you to assess your peer’s
work sample. Each criterion is ranked on a scale of 1 to 5.

5 reflects an excellent command of a skill, and 1 indicates a skill was

not demonstrated.

• Research – evidence of a wide range of sources integrated to Criteria 1 2 3 4 5

produce the work, with accurate referencing
Research
• Knowledge and Comprehension – clearly understood the brief set
and has answered all aspects of the question Knowledge and
Comprehension
• Creativity and Imagination – nuanced and innovative approach to
answering the question Creativity and
Imagination
• Structure and Presentation/Design – order of information
Structure and
presented is clear and logical. Work is produced in a visually
Presentation/Design
appealing and suitable format (e.g. font size, colour, margins, use
of images and diagrams). Quality of expression is clear, precise Problem Solving,
and eloquent. Content is easy to follow and comprehend Analysis, Evaluation
Numeracy and
• Problem Solving, Analysis, Evaluation – draws reasoned and Commercial
systematic conclusions from the research conducted, and fully Awareness
explains the purpose of the information presented to answer the
Overall Score /30
set question

• Numeracy Commercial Awareness – all calculations and figures

are accurate. There is a strong command of technical terms and
concepts, which are used seamlessly and accurately
 Criteria 1 2 3 4 5

Wide range of reliable resources

No resources used or Few resources used and Some resources used, with bare Good use of resources, generally
Research used, all referenced accurately
evidenced incorrectly evidenced referencing referenced correctly
and appropriately

Answers all aspects of the

Answers some aspects of the Answers most aspects of the question thoroughly and
Does not answer most of
Knowledge and Does not answer the question, with some inaccurate question, with aspects thoroughly comprehensively. Shows strong
the question and leaves
Comprehension question set interpretations of the question addressed. Some development of development of their
many areas unaddressed
and topic their understanding understanding by drawing on
their internship experience

Lacks any creativity and

No evidence of any Some creativity and only certain Highly creative and shows a very
Creativity and little attempt to Many creative aspects with a
imagination or creativity aspects demonstrate a nuanced nuanced and unique approach to
Imagination demonstrate any clear sense of imagination
being applied. approach the question
imaginative flair

The work sample is illogical in Strong sense of logic using

Poor presentation, Generally illogical and hard Evident and logical structure,
places, with aspects of eloquent and clear language.
Structure and incomprehensible, and not to digest. Generally presented in a predominately
ambiguous language. Presented in a visually attractive
Presentation/Design visually appealing. Unsuitable inappropriate formatting professional manner. Language is
Presentation style is sound but manner with professional
for the workplace and presentation clear and concise
lacks a professional sense formatting

Few instances of
Irrelevant and inaccurate Bare evidence of analysis or Sound analytical reasoning, good Excellent analysis and synthesis
attempting to solve the
Problem Solving, analysis, contradictory evaluation. Some attempts to ability to evaluate the facts. of the issues, and ability to apply
problem, sparce evidence
Analysis, Evaluation evaluations and no evidence logically solve the problem, but Sustained attempt to critically the facts to the question set to
of analysis and very little
of problem solving inaccurate conclusions drawn analyse the problem draw well-reasoned conclusions
evaluative comments

Consistently accurate
Most calculations are correct and
Most calculations are Some calculations are incorrect calculations and persistent,
there is a good sense of
Numeracy and All calculations and figures incorrect and there is and aspects of the work seamless awareness of
commercial awareness
Commercial Awareness are incorrect incorrect use of demonstrate an understanding of commercial considerations
throughout the work sample with
commercial terms the commercial considerations applied effectively to the
accurate use of technical terms
question
Instructions

➢
#BrightInternUK
#InternFromHome
Advice for Giving and Receiving
Feedback

#BrightInternUK
#InternFromHome