Advice on this case study

• I would start by mapping out the ownership structure of the joint venture company (i.e. Wonder Films), which is often one of the first steps taken by lawyers in practice at the outset of a corporate transaction. Understanding which shareholder has ultimate control is key to answering some of these questions, plus this approach reduces the risk of you getting the various parties confused (it’s essential to constantly keep in mind who our client is!).

• Where applicable, I would recommend starting research notes by briefly summarising back the facts and instructions, and then highlighting your overall findings. This will help your supervisor to ascertain that you have properly understood their instructions, and to quickly access the key information should they need it. Note that you won’t be able to complete the summary of your findings until you’ve finished your analysis (so be sure to leave enough time to go back and add the summary).
• When working on a case study, always check who the intended recipient is. Advice for a client will likely need to be in plain English with few (or no) legal references, whereas a letter to an in-house lawyer at a client business, or a note to a legal supervisor, can often be more technical and set out the sources you have used.
• I decided to use definitions in the note to the supervisor, in order to keep the note concise (for example, using “JV SHA” rather than writing out “Joint Venture Shareholders’ Agreement” each time). This is fine when writing to supervisors and might also be fine in client notes (provided that it won’t cause too much confusion/require the client to constantly cross check sections of long and complex documents). 
• In the main body, I decided to deal with each of the five proposed actions in turn. When considering each proposed action, I read through every clause in Appendix A of the Joint Venture Shareholders’ Agreement, as well as any corresponding definitions, in order to ascertain what might be relevant (just to make sure I didn’t miss anything).

• Proposal to produce a new children’s movie for the Australian market: Whenever you are reading a contract, be sure to check the meaning of any defined terms that pop up in a particular clause, as these can clarify the meaning/intention of the clause. For this proposed action, the definition of “Business” was key. 

Defined term: to avoid repetition in contracts/legal documents, firms tend to use “defined terms”. A “defined term” is a capitalised word or short phrase used throughout a document that corresponds to a more detailed description contained elsewhere in the document (usually at the beginning or end of the document), for example the Buyer, the Seller, the Expert etc. The first time a defined term is introduced, it is typically referenced in a manner that makes it stand out, for instance in-between inverted commas or brackets and/or emboldened or italicised. By way of example, the start of a contract may state that the seller is “Company X, registered at Y address, with company number Z”. Referencing this long sentence each time you reference the seller would make the contract unnecessarily wordy, so firms tend to include a defined term at the end of the sentence, for example: “Company X, registered at Y address, with company number Z (the “Seller”)”. In this example, “Seller” is the defined term, meaning that whenever “Seller” with a capital “S” is used throughout the document, this indicates that the document is referring to “Company X, registered at Y address, with company number Z”. Using defined terms in this way helps to facilitate more precise/unambiguous drafting, without making documents too complex or wordy.

It’s also important that you pay attention to all the words used in each clause of Appendix A, as each word will likely have a specific purpose. In this example, the words “substantially” and “principally” were key, and highlighting these words helped to demonstrate my ability to analyse language, which in turn enabled me to recognise that the answer was not totally clear cut.

• Proposal to launch a new share option scheme: this was a simpler answer, but make sure you explain the relevance of the proposed action falling under one of the clauses in Appendix A (as opposed to just saying “this is caught by Appendix A”). As we’re told in clause 2.1 near the top of the agreement, this means that at least one director representing each joint venture party must vote to approve the action before it can be taken, meaning our client can veto the decision if all its appointed directors vote against it.
• Proposal to purchase a suite of technology for £150,000: the answers to case study questions are not always clear cut, and this proposed action presents such an example. It’s great to assess various potential options, then explain why one or more likely wouldn’t be helpful, as this demonstrates your analytical skills. It’s also usually ok to imply that more information might be needed (for example, information about the necessity/purpose of the technology, as well as whether the terms are market standard and the contract is long-term or unusual). As mentioned above, it’s important to check the meaning of the defined term “Material Asset”, as Appendix A clause 10 would likely have been relevant had the threshold been £150,000.
• Proposal to promote the current production assistant and pay them £72,500 per year: for this proposed action, it was key to notice that clause 8 of Appendix A referred to “remuneration (including pension and other benefits)” as opposed to “salary”. It’s a subtle difference, but it could significantly impact the answer in this case. Although the salary is under the stated threshold, it was important to identify that the salary was so close to the threshold that the total remuneration may well have exceeded the threshold.
• Proposal to grant an exclusive licence to CD Comics: this was more straightforward, provided that you recognised that “licensing” constitutes a transaction, and remembered that CD Comics is a shareholder of Wonder Films. 

Note that if this case study had instead centred around a discussion with an interviewer (rather than requiring a written response), I would probably have approached it as follows, provided I had some time to read and make notes on the materials:

• Draw a structure chart, as above.
• List out the five proposed action as headings.
• Note the potentially relevant clause(s) from Appendix A and any related definitions under each of these headings.
• Note down any words or phrases that warranted specific analysis (or highlight these, if I was provided with a printed version of the JV SHA).
• Use these high level notes to structure my discussion and ensure I didn’t miss any key points during the interview.