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Peter C. Linzmeyer

Biography Dr. Peter C. Linzmeyer (USA).
Dr. Peter Linzmeyer
Dr. Peter Linzmeyer

Peter C. Linzmeyer is of counsel in Foley's Washington, D.C. office, where he is a member of the firm's Commercial Transactions & Business Counseling and Transactional & Securities Practices, as well as the Automotive, Food, International Business and Life Sciences Industry Teams. Mr. Linzmeyer counsels domestic and international corporate and individual clients on worldwide operations, joint ventures, strategic alliances, acquisitions, as well as venture capital, financing, licensing, and other business transactions. He assists clients in structuring, negotiating, and documenting their domestic and foreign investments and has considerable experience in managing complex legal projects involving the software and computer technology, life sciences, biotechnology, telecommunications, and other high-tech industries. His article, "Taking Biotechnology International," was published in the Biotech Law Report.

Mr. Linzmeyer lectures in the United States and abroad on legal considerations of international commercial activity and on business law issues related to the life sciences, biotechnology and other industries. He has been a guest lecturer at the Georgetown University MBA Program. He is a frequent business visitor to Europe, India and the Middle-East, and speaks German fluently.

He is on the board of directors of the German American Business Council and is a past member of the U.S. District Export Council. Mr. Linzmeyer is currently a member of the District of Columbia, Wisconsin, and American Bar Associations; the American Society of International Law; and the Licensing Executive Society. He was a partner of Foley & Lardner between 1982 and May 1999, when he resigned from the firm to take the CEO position at a start-up technology development company, thereby gaining valuable practical business management, decision making, and leadership skills. Mr. Linzmeyer returned to Foley in an of counsel position in September 2001.

Mr. Linzmeyer graduated from Georgetown University (B.S., 1964) and Georgetown University Law Center (J.D., 1967). He studied as a fellowship recipient in international trade law at Goethe University in Frankfurt, Germany, and also attended the University of Paris. Mr. Linzmeyer is admitted to practice in the District of Columbia, in Wisconsin, and before the United States Supreme Court.


Contact details

Peter C. Linzmeyer
E-mail: plinzmeyer@foley.com  
Website: www.foley.com  


MODULE – The Art of the Deal: Structuring and Negotiating International Commercial Transactions

An In-depth Focus on Best Practices for Strategic Alliance Formation

Objective

This interactive course aims to provide students with essential, fundamental knowledge and expertise to structure and negotiate international strategic alliance agreements.

Short description

Through lectures, readings, case studies and group role-playing, the students will learn about best practices applicable to international commercial deal-making. Among other features, this course will be a primer on strategic transaction planning; the effective use of term sheets and similar deal formation documents; due diligence methodologies and their impact on proposed transactions; and, the anatomy of different types of alliances (ex. international joint venture, licensing and distribution arrangements). A keen focus will be placed on the identification of and alternative suggested ways to manage business and legal risks associated with model fact patterns set forth in case studies designed to introduce and illustrate the themes being covered by the course. In order to enhance their learning experience, the students will assume roles identified in the case studies and prepare for and carry out mock negotiations, subject to constructive critique.

Among other matters, the students will be taught to: consider as part of a dynamic and appropriate due diligence investigation the types of information required under case study circumstances in order to make informed and reasoned judgments about contemplated international business transactions; use such information and knowledge gained to best advantage in strategic alliance formation and in structuring and negotiating the deal; identify and allocate material risks in the transactions described in the case studies and seek best methods to manage and reduce those risks; outline and draft the essential terms and conditions of a deal term sheet or memorandum of understanding; focus on common issues, characteristics and patterns of international joint venture arrangements, including the use of the joint venture as a tool for innovation and other reasons for using such ventures; strategize respecting the structuring of a licensing arrangement suggested by a case study with particular emphasis on respective risks and obligations of the licensor and the licensee; identify overarching legal and business issues typically found in strategic partnering agreements including, for example, dispute resolution, project management and governance, access to technology and expertise, risk sharing etc.; and, reflect on some factors of success and failure in international business negotiations.

Course structure

Part 1 - Transaction Formation and Structure

  • Establishing goals and objectives
  • Identifying business risks; risk allocation and management
  • Knowing the legal environment
  • Focusing on key transaction-related assumptions
  • Learning about typical transaction pitfalls and challenges
  • Understanding each partner’s motivation
  • Using deal structure tools
  • Working through chronology of a typical commercial contractual transaction

Part 2 - The Term Sheet

  • Typical term sheet format and key considerations
  • Confidentiality/trade secret matters
  • Uniquely international issues
  • Binding versus non-binding terms
  • Disclaimer provisions
  • Negotiation strategy

Part 3 - Due Diligence

  • What due diligence is and why it is important
  • Strategic due diligence compared with transactional due diligence
  • Procedural and substantive elements of due diligence
  • Working with a typical due diligence checklist
  • Due diligence as opposed to reliance on representations and indemnities

Part 4 - Negotiating the Transaction Agreements

  • Negotiation strategy
  • Differentiating among joint venture, licensing and distribution/dealer arrangements
  • Factors affecting success or failure of a transaction
  • Special rights and issues of the parties
  • Exit strategies; termination
  • Typical management and governance issues

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