11th HSF Kramer-NLU Delhi International Negotiation Competition: LIVE UPDATES

7:37 PM: Prof (Dr) Risham Garg expresses the vote of thanks, extending his gratitude to Herbert Smith Freehills Kramer and National University, Delhi, all the organising committee members, and participants for their invaluable contributions to the event.

7:30 PM: Anticipation fills the room as the moment arrives for the presentation of awards. The atmosphere buzzes with excitement. The venue is abuzz with excitement and anticipation as all 38 participating teams eagerly look forward to the announcement of results.

The Spirit of the Competition Award is presented to University of Cape Town, South Africa.

The Best Negotiation Plan Award is presented to the team from National University of Singapore.

The Best Negotiator Award is presented to Sai Sri Sarvani Kanda from Tamil Nadu National Law University.

The Runner Up Trophy is presented to the team from National University of Singapore.

7:26 PM: Siddhartha Shukla focuses on the high caliber of the problems and propositions that are made for the negotiation competition, reiterating that such problems are often inspired from real world situations. He expresses his gratitude to the University for all of its invaluable contributions to the event. He closes by advising the participants to keep in touch, even well after this competition and this eventful weekend.

7:22 PM: Mark Bardell takes the dias and starts off by extending a hearty congratulations to NLU Delhi and all the organizers of the event. He comments on the caliber of the negotiations that have taken place and emphasises the importance of the connections and networks that take place between participants at events such as these.

7:20 PM: Hitesh Sablok takes the stage, acknowledging the quality of negotiations put forth by the participants, the efficiency of the organising committee and the University for hosting such a wonderful event.

7:13 PM: Prof (Dr) GS Bajpai expresses his hearty congratulations to all 38 participating teams. He emphasises the importance of such negotiations and open dialogue, especially in our ever evolving legal ecosystem. He conveys his sincere appreciation to the judges, faculty members and all the organising committee members and student volunteers who helped make this event a huge success.

7:10 PM: The Closing Ceremony kicks off with Student Coordinators Kashish Jumani and Aravind Sundar addressing the judges, participants, organising committee members, and volunteers. They express heartfelt gratitude to Vice Chancellor Prof (Dr) GS Bajpai and Registrar Prof (Dr) Risham Garg, to Mark Bardell and Siddhartha Shukla of Herbert Smith Freehills Kramer, and to Hitesh Sablok, Senior Vice President, General Counsel, and Global Head of Compliance at Xceedance.

7 PM: Awards and Valedictory Ceremony to begin shortly.

5 PM: The University of Cambridge and the National University of Singapore will face off in the final round soon.

Final Round Problem Summary

NordGrid Energy Networks Limited (“NordGrid”) is a large electricity distribution company based in Norland, operating over 190,000 kilometres of distribution infrastructure. With limited scope for domestic growth, NordGrid is seeking international expansion, particularly in emerging electricity markets. Solara is its key target due to its rapidly growing electricity market and the government’s National Energy Plan 2035, which encourages private investment and foreign technology partnerships. NordGrid has no existing operations or relationship with Solara’s electricity regulator, the Solara Electricity Regulatory Commission (“SERC”).

Surya Infrastructure Limited (“Surya”) is one of Solara’s largest private electricity transmission companies, holding SERC-licensed transmission assets across six provinces. It has strong relationships with SERC and the Solaran government but has no experience in electricity distribution or smart grid technology. Surya wants to expand into these areas and sees a partnership with a reputable foreign operator as an opportunity to support its growth and strengthen its position under the National Energy Plan 2035.

The parties agreed in July 2026 to explore a joint venture after their CEOs met at the Global Energy Investment Forum. They are negotiating the formation of a new Solaran company, JVCo, intended to be a joint venture of equals. Surya’s contributed business has been valued at £920 million and will include its electricity transmission business, SERC-licensed assets and contracts. NordGrid will contribute cash and technology, including an exclusive licence of its smart grid platform for JVCo’s life, the secondment of up to fifteen senior engineers and operational managers for three years, and ongoing technical support, upgrades and training.

The principal unresolved issues are the ownership split and treatment of NordGrid’s technology contribution, JV governance including the first CEO’s term, reserved decisions and dividend policy, and the consequences if NordGrid does not obtain the required clearance under Solara’s Infrastructure Security Act (“SISA”). In addition, Surya’s ten-year operations and maintenance contract with GridPeak Power Corporation, worth approximately £50 million annually with six years remaining, must be assigned to JVCo with GridPeak’s consent. The parties have not agreed whether obtaining that consent should be a condition to completion.

NR 17 | University of Cambridge (Surya Infrastructure Limited) v National University of Singapore (NordGrid Energy Networks Limited)

(Team Code 132 v Team Code 125)

5:06 PM: The teams entered the room with energy and anticipation, eager to begin a high-stakes negotiation. Both parties warmly introduced themselves, recounting how their CEOs had met and expressing their intention to leverage their complementary strengths to form an energy powerhouse. They affirmed their desire to establish a joint venture company (JVC) and laid down the agenda, focusing on questions regarding the ownership and governance structure, contractual security and navigation through regulatory compliance requirements, particularly the SISA regulation.

5:21 PM: The first point of discussion was with regards to ownership. Surya expressed support for a 50-50 ownership structure, with both entities being equal partners in this new venture. While NordGrid was open to this proposition, they did highlight the need for certain veto rights that each entity would possess in their area of expertise so as to ensure effective functioning. NordGrid proposed a 60-40 split, with them controlling the majority stake and willing to invest 1126 million pounds. Given Surya’s reluctance to accept a minority stake, NordGrid explained that possessing a majority stake was a statutory requirement in Norland. As a gesture of goodwill, they proposed a 51-49% ownership structure. Surya was open to this if they were granted certain concessions.

5:36 PM: The discussion moved on to the appointment and tenure of the CEO. Surya desired that the tenure of the first CEO should not exceed 2 years and if the ownership structure would be 51-49, the first CEO should be from their company. They also highlighted that NordGrid was a new entrant in Solara and it was important for the first CEO to have an understanding of the political, regulatory and economic landscape in the country. Surya expressed the need for a power rebalance; if NordGrid would both possess the majority stake as well as appoint the first CEO, they wished for a favorable position in reserved matters, especially with regards to SERC’s compliance requirements. 

5:51 PM: The parties finally reached a resolution, agreeing on a 51-49 ownership structure, a NordGrid CEO for one year and SERC filings being a reserved matter for Surya. The discussion then pivoted to Surya’s desire for material contracts to also be a reserved matter. After considerable back-and-forth, Surya took a brief 50 second caucus and agreed on terms. The discussion then moved on to the distribution of dividends.

5:58 PM: The discussion revolved around the lock in period of the dividends. While NordGrid eyed a 5-year lock in period, Surya was unwilling to accept this timeline and counter-offered with a 1-year period. While NordGrid did come down to 3, Surya was unwilling to go on beyond 2 years. Both parties agreed to table the discussion for future negotiation. The parties then summarized the points of agreement, including the 51-49 ownership structure, the appointment of the CEO and the classification of SERC as a reserved matter for Surya, and that NordGrid shall be liable to pay Surya £7 million in the event of non-compliance with the SISA regulation. Both parties tabled certain issues, including questions about indemnity, affirmed their satisfaction with the progress made and enthusiasm for a mutually beneficial future.

NR 17 | King's College London (Ghantala Family) v National University of Singapore (Phoenix Athletics Capital LLC)

(Team Code 138 v Team Code 125)

1:55 PM: The negotiation between Phoenix Athletics Capital LLC and the Ghantala Family begins with both teams exchanging warm greetings and setting an enthusiastic tone for the discussion. The parties introduce their respective positions and begin exploring the proposed transaction, with the conversation turning towards the potential for future growth and market expansion. Both sides highlight the importance of understanding the commercial and financial aspects of the opportunity, while recognising the need for a structured approach. The teams appear keen to engage constructively and establish common ground as the negotiations get underway.

2:10 PM: The discussion moves towards the parties’ shared understanding of the proposed arrangement, with both sides emphasising the importance of strengthening the relationship and ensuring a practical solution. The teams discuss the importance of completing the contract under normal operating conditions and addressing concerns that may arise during implementation. Both parties also consider the potential and limitations of the arrangement, with the discussion focusing on developing a framework that is practical and continue to clarify their concerns, identify areas of common ground, and work toward. 

2:25 PM: The teams discuss the key drivers shaping the overall process and the objectives they hope to achieve. Phoenix Athletics Capital LLC emphasises the importance of completing the transaction before the next cycle and submission window, while the Ghantala Family raises considerations around the practical implementation of the arrangement. The discussion also turns to factors that could delay or affect progress, with both parties examining potential issues surrounding the club and the proposed transaction. The teams continue to assess what could prevent the deal from moving forward while working towards their broader commercial and sporting objectives. 

2:40 PM: The discussion turns towards the valuation of Sundarban Tigers FC, with the Ghantala Family highlighting the importance of assessing the club’s market position, sponsorship and broader commercial impact. Phoenix Athletics Capital LLC agrees to a 58% valuation, marking movement towards a potential commercial understanding. However, the Ghantala Family clarifies that it cannot guarantee a 100% acquisition, as securing the remaining stake is not entirely within its control.  The teams continue to assess the various elements contributing to the club’s market value as they work towards establishing a commercially viable basis for the proposed transaction. 

2:47 PM: The negotiations conclude with the parties discussing a payment structure that remains within the proposed financial limits, alongside the allocation of risks following completion. The teams consider the timing of post-completion obligations and the need to ensure that the arrangement remains practical and manageable. Further discussion focuses on balancing financial commitments with potential risks and ensuring clarity in the implementation process. While some aspects require further consideration, the parties make progress in identifying a workable approach. The Phoenix Athletics Capital LLC and Ghantala Family teams thank each other for the constructive discussion and conclude the round.   

NR 11 | Tamil Nadu National Law University (Ghantala Family) v The University of Cambridge (Phoenix Athletics Capital LLC)

 (Team Code 120 v Team Code 132)

1:50 PM: With the arrival of the judges and the settling in of the teams, the round is off to a buzzing start as both parties begin introducing each other and their positions entering into the negotiations. Both attendees representing the Ghantala Family and Phoenix Athletics Capital LLC have a round of introductions, introducing themselves and their pronouns. The CEO of Phoenix, Felix and Phoenix's counsel Georgia introduce Phoenix and their excitement entering into this round of negotiations. The Ghantala Families CEO, Seema and the counsel introduce their position entering into this round of talks, reiterating their stance on a want for confidentiality. Both parties go on to discuss the points of discussion for this meeting. This round of negotiations seems like it will be a fruitful one. 

2:05 PM: The talks for negotiations continue as Phoenix wishes to discuss the structuring aspects, with the representatives from the Ghantala Family deciding to discuss the NDA. Seema proposes a coordinated approach which Felix believes is a great approach but believes a penalty clause must exist, in case anything went wrong. Felix discusses his stake in a European club but that it would not be an issue. Felix states that Georgia and him have discussed solutions regarding the issue and decided on disclosure rights being offered to the Ghantala family. Seema believes that it isn't enough, with the counsel proposing additional clauses with a material averse change clause. The team from Phoenix aren't very keen with the idea, offering a consultation right instead. 

2:20 PM: The fierce rounds of negotiation continue. Seema, the CEO of the Ghantala Family believes that the indemnity clause would be really beneficial. They propose warranties and indemnities with compensation for players in certain cases, as well as for any certain losses incurred. The CEO and Counsel for the Ghantala decide to take a private caucus to discuss certain terms for a period of 2 mins. They return and decide to move onto the next point of discussion, regarding the MCO. The CEO for the Ghantala family believes that they want their image to be protected in the media, with the partnership with Phoenix being strategic and believe they require an exit clause. Seema continues with discussing certain protection mechanisms for the club's top talent as well as the heritage of the club post the entrance of Phoenix.  

2:35 PM: Seema discusses that Arjuna is indeed looking at an exit but that they wouldn't be able to estimate their requirements. The next point of discussion is the valuations. Georgia asks whether there are any liquidity issues and the companies financed. Seema responds by saying that there are no liquidity crises and the assets are plentiful. Felix states that their range for value as a cash start, would be 35 million, considerably lower than 80 million. Seema states that the lowest they are willing to drop to is 45 million. They agree to the valuation but set certain terms for the same. 

14:42 PM: The round of negotiations begins winding down as the discussion regarding valuation begins, with both parties discussing a future date regarding valuation talks. They discuss the details regarding the future meetings and the points of discussion for the meeting. The negotiations end as closing remarks from both parties begin. The team from the Ghantala family thank Felix and Georgia for their time and their efforts by travelling for these talks . The team from Phoenix thank the Ghantala Family team for their welcoming nature. It was truly a great round of negotiations today. 

1:30 PM: The semi final round will begin shortly across 2 Negotiation Rooms.

The semifinalists are Tamil Nadu National Law University, National University of Singapore, the University of Cambridge, and King's College London.

Semi Final Round Problem Summary

Phoenix Athletics Capital LLC ("Phoenix") is a US-based sports investment group focused on acquiring and developing football clubs in emerging and transitional markets. It is backed by North American and Middle Eastern institutional investors and has significant capital. Phoenix already owns a controlling stake in a second-division European football club, creating potential multi-club ownership (MCO) concerns under developing international football regulations. Phoenix is interested in India because of its large and youthful fan base, growing commercial interest in football, access to player talent and the perceived long-term undervaluation of Indian clubs. Its strategy is to build a global football platform through selective club ownership and shared expertise in scouting, sports science, data analytics and commercial development.

The Ghantala family is a local industrial family consortium holding 75% of Sundarban Tigers FC (STFC), a prominent Indian football club competing in the National Premier Football League (NPFL). STFC has a loyal fan base, regularly reaches the playoffs but has not won the league, and aims to become a perennial title contender and flagship Indian club in Asia. It also owns its stadium outright, allowing it to generate rental income and retain 100% of matchday revenue. The family has decided to divest its entire stake. STFC has a respected youth academy and community initiatives but carries significant liabilities from player transfers and stadium upgrades, limiting further investment in the squad and facilities.

The remaining 25% of STFC is held by Arjuna Capital Partners ("Arjuna"), a passive investor that acquired its stake in 2010 when STFC was valued at USD 30 million. Arjuna has indicated that it would sell provided it achieves at least a 50% profit. Phoenix therefore wants the Ghantala family to commit to bringing Arjuna into the sale so that Phoenix can acquire 100% of STFC.

Initial discussions between the Ghantala family and Phoenix began in mid-2025, following an introduction at an international sports business conference in Dubai. The parties subsequently met in India and began exploring Project Tiger. The Ghantala family outlined its ambition for STFC to become a league champion and regional powerhouse, while Phoenix proposed integrating the club into its broader international football network. They entered into a confidentiality agreement in early 2026 and agreed to explore a potential transaction on an exclusive basis. The timing is sensitive because of the upcoming football season, player transfer windows and regulatory approval timelines.

The NPFL has experienced improved viewership and sponsorship, with teams now eligible for the Asian Champions League and a new media-rights cycle expected to increase revenues. However, league governance is evolving and profitability remains a concern. The parties are therefore conducting detailed due diligence, with the Ghantala family opening STFC's financial records, player contracts and liabilities, while Phoenix assesses the commercial trajectory of Indian football. Any change of control requires approval from the Indian Football Authority (IFA) and NPFL, and the incoming owner must satisfy club licensing requirements. Government notifications for foreign direct investment in sports will also be required.

A major issue is the FIFA MCO Framework, expected to be adopted in late 2026. Under the draft framework, entities exercising "decisive influence" over more than one club in FIFA-affiliated competitions would require FIFA approval and must demonstrate that the arrangement is in the best interests of each club and does not disadvantage a particular club. If FIFA does not approve the structure or transaction, divestment may be required. Against this background, the parties recognise that key commercial, regulatory and governance issues must be resolved. In summer 2026, the Ghantala family and Phoenix will meet at STFC's stadium to negotiate the key commercial, legal and structural terms of the proposed sale. Arjuna will not be represented at the meeting.

NR 17 | Team Code 132 v Team Code 127

10:25 AM: The round opens with introductions between AICompute Ltd and DataPoint Co. Both sides exchange pleasantries and set out how they envisage the session proceeding. The parties agree on a structured approach, taking the agenda one item at a time and allowing each side to state its position in full before the other responds. The tone is measured and businesslike, with a three-member panel observing. With the procedural ground settled, the parties turn to the substance of the proposed acquisition. 

10:40 AM: Discussion opens on AICompute's alternatives, with E Murray noting the company currently leases third-party infrastructure to meet its capacity requirements. DataPoint asks what AICompute pays under those arrangements; the figures are not disclosed. Pressed on what the company offers beyond price, Murray points to the strength of its products. K Singh sets out DataPoint's own priorities, foremost among them exclusivity and a proprietary model for Nile, for which AICompute indicates it would charge a premium. Singh seeks a discount for the life of the partnership, and when asked to choose between exclusivity and price, opts for the discount. 

10:55 AM: E Murray offers to develop and grant the bespoke model at 75 per cent of market price, which the parties accept before moving on. K Singh then raises local ESG concerns. AICompute confirms its commitment to ESG compliance and cautions against fuelling rumours, with its General Counsel proposing an audit committee to oversee any investigation, a mechanism DataPoint accepts. Valuation follows: DataPoint puts the business at USD 4.5 billion, citing 82 per cent utilisation. AICompute questions whether that figure is skewed, flagging software integration costs, and Singh maintains the sites can absorb integration comfortably. 

11:10 AM: E Murray argues the sites cannot handle AICompute's software as configured, while DataPoint's counsel maintains its existing hardware is comparable to what AICompute already runs. Murray insists infrastructure investment will be unavoidable. DataPoint's counsel ties valuation to exclusivity, and a site-by-site allocation emerges: Birmingham requiring USD 40 to 50 million, Swansea to be borne by DPW, and Southampton shared between the parties. DataPoint calls a short caucus and returns to resume discussion, with valuation now the priority. Both sides are trading across capital expenditure, exclusivity and price rather than arguing any single figure. 

11:17 AM: DataPoint's counsel puts the valuation at USD 8 billion, which E Murray resists given the infrastructure upgrades AICompute expects to fund. Tension rises, with neither side willing to advance without resolving the figure. AICompute eventually proposes USD 4 billion, contingent on DPW meeting 30 per cent of the upgrade costs, amounting to some USD 40 million. DPW accepts in principle while reserving the point for further discussion. The parties summarise the ground covered, including the bespoke model at 75 per cent of market price, and close on cordial terms with valuation still open. 

NR 5 | Team Code 128 v Team Code 120

10:27 AM: The negotiation between AICompute Ltd and DataPoint Co. / Nile gets underway with an enthusiastic exchange of greetings as both teams take their seats. AICompute introduces its CEO and outlines its position, highlighting the company’s work in AI and its future-focused ambitions. The discussion then turns towards the proposed business arrangement, with both sides signalling their intent to understand each other’s priorities. The parties begin exploring key areas of cooperation, setting the stage for a focused and constructive negotiation. 

10:42 AM: The negotiations move towards structuring the proposed arrangement, with both parties discussing how the package could address their respective priorities. AICompute Ltd emphasises the importance of planning across the short, medium and long term, while exploring how the partnership could evolve over time. The discussion also touches upon operational considerations at the proposed site, including activities that may be undertaken there. Both sides continue to identify areas requiring further discussion, with valuation emerging as another key issue alongside the broader structure of the proposed transaction.

10:57 AM: The discussion turns to the factors that could determine the future value of the proposed arrangement. AICompute Ltd seeks data and projections covering consumer and enterprise segments, along with supporting statistics and factual presentations. The parties also discuss integration, including the possibility of integrating information within existing systems while maintaining data quality. AICompute further highlights the need to consider AI integration in the short term and its broader market role. The teams continue examining how the proposed arrangement of 60% and 40% can create value while identifying the information required to assess its potential effectively.   

11:12 AM: The discussion shifts to governance and leadership, with the parties exploring the appointment of the CEO and the respective roles of the board and chairperson. AICompute Ltd raises concerns around decision-making authority and seeks clarity on how control would operate within the company. Both sides acknowledge that they are aligned on the broader objectives but differ on how those objectives should be implemented. AICompute Ltd also emphasises the importance of completing the deal before the next financial year begins and keeping pace with developments across the industry, while governance arrangements remain under discussion.  

11:19 AM: As the negotiations approach their conclusion, AICompute Ltd presents its five-point strategy, focusing on a structured approach to the proposed partnership, investment, information sharing, implementation and long-term growth. A key concern raised by AICompute is ensuring robust ESG compliance, particularly in relation to the project’s operations and the information required to assess compliance. DataPoint Co. / Nile proposes a 4.3 billion valuation for the transaction. The participants thank each other for the constructive discussion and express their willingness to continue working towards a mutually acceptable structure in the next round.

NR 3 | Team Code 122 v Team Code 125

10:28 AM: The representatives of AICompute Ltd and DataPoint Co. exchanged warm greetings and introduced themselves before commencing the negotiation. The parties agreed that the discussion would remain confidential and without prejudice, and would focus on practical, good-faith solutions while limiting legal technicalities to what was necessary. It was also clarified that questions, acknowledgements and proposals would not constitute acceptance unless expressly confirmed by authorised representatives. AICompute then provided an overview of its growth, noting the rapid expansion of demand for its AI models and specialised applications. It emphasised that this growth had significantly increased the importance of reliable computing infrastructure to its operations.

10:43 AM: DataPoint emphasised its genuine intention to reach an agreement that would leave the business commercially sustainable and capable of serving existing customers while supporting AICompute’s strategic objectives. AICompute’s counsel welcomed this approach and DataPoint’s counsel similarly explained that the session was an opportunity to understand each party’s interests and maximise mutual benefit. The parties agreed on three principal areas for discussion: valuation and capital expenditure, governance and protections, and strategic synergies and ESG. Both sides expressed a willingness to work towards actionable outcomes. The discussion then moved to the first agenda of valuation and capital expenditure as the parties considered various amounts. 

10:58 AM: The discussion then focused on capital expenditure arising specifically from AICompute’s proposed requirements. AICompute indicated that certain upgrades would be necessary to accommodate its computing infrastructure and sought to distinguish these costs from expenditure required for DataPoint’s existing operations. The parties discussed the extent to which such expenditure should be borne by AICompute, particularly where the upgrades could also enhance the broader value and capacity of DataPoint. AICompute noted that, as the proposed majority shareholder, it would ultimately benefit from investments that strengthened the business. Both sides remained open to refining the allocation of these costs. 

11:13 AM: The negotiation progressed on governance and management, with DataPoint seeking safeguards over senior appointments and material capital expenditure, while AICompute maintained majority control and board representation. DataPoint sought affirmative consent on customer and commercial strategy, with mutual consent proposed for key personnel appointments, with AI Compute suggesting equal voting rights.The latter then proposed a five-year non-compete across the UK, US and EU. DataPoint resisted restrictions that could unduly constrain its future commercial activities, while assuring AICompute that it would act in good faith and would not replicate its LLM technology. The parties considered whether narrower protections could address AICompute’s concerns while preserving DataPoint’s commercial freedom. 

11:20 AM: The parties concluded the round with DataPoint’s counsel summarising the progress achieved across the principal agenda items. Both sides recognised that further negotiation rounds would be required, particularly as the non-compete, governance structure and valuation figures remained open for further consideration. The parties nevertheless noted substantial progress and a clearer framework for advancing the transaction. They also acknowledged the need to refine the capital expenditure allocation and governance safeguards, while maintaining flexibility to accommodate their respective commercial interests and preserve momentum towards reaching a mutually acceptable agreement. 

NR 1 | Team Code 107 v Team Code 138

10:23 AM: The negotiations kicked off as both parties warmly greeted each other and reaffirmed their commitment to mutual growth. They laid down the agenda, highlighting issues regarding the economic structure, valuation and governance and ideation on more collaborative initiatives.

10:38 AM: The discussions initially revolved around DataPoint Web’s (DPW) valuation. AICompute questioned whether the USD 700 billion valuation was based on sound metrics. DPC cited conducive market conditions and the rapid growth in the use of AI as the basis of the valuation. While AICompute was skeptical of whether the eventual burst of the AI bubble would render DPC’s data centres redundant, DPC replied that the evergreen importance of data centres to different technologies would ensure their growth.

10:53 AM: Discussions continued regarding issues arising in DPC’s data centres and their effects on the company’s valuation. There was continuing discussion on whether DataPoint’s USD 4.5 billion was sound, with AICompute suggesting that a figure around USD 3.7 billion might be more accurate. DataPoint expressed concerns about the effect of this valuation on their third-party contracts and the purchase of Nova Capital’s shares by a third party. DataPoint highlighted their desire to protect both their reputation as well as their commercial interests.

11:08 AM: DataPoint emphasized the need for them to preserve their image of neutrality and was unwilling to accept a 60-40 partnership structure proposed by AICompute. After considerable back and forth, DataPoint proposed to accept a 4.2 billion valuation along with an MFCT and the early-access privileges AICompute offered, in return for support in internal investigations. AICompute was still unwilling to accept this valuation, unsure of whether the prevailing conditions and future developments might justify it. After considerable back-and-forth, DataPoint proposed a 4.1 billion valuation.

11:15 AM: Eventually, the parties reached an agreement on a USD 4.1 billion valuation, early access to AICompute’s software, Raydon’s role as a supplier, an MFCT clause and preferential treatment regarding data centres, subject to no captivity. DataPoint agreed to assist AICompute in internal investigations regarding certain controversies, provided that they are not publicly associated with the investigation by the US regulatory authorities. The parties amiably concluded the discussion, tabling issues including the appointment of the CEO for a later date. They expressed hope for mutually beneficial growth in the future and parted ways.

10 AM: The quarter final round will begin shortly across 4 Negotiation Rooms.

Quarter Final Round Problem Summary

AICompute Ltd (“AICompute”) is a leading global artificial intelligence compute provider, wholly owned by US technology conglomerate ApexCore Technologies Inc. It develops large language models (LLMs), including PromptGPT, and operates a global GPU fleet exceeding 180 units across the US and Europe. Its rapid UK growth has significantly increased its costs, with leasing computing capacity from third-party data centres now its single largest operating expense. AICompute therefore wants to own captive data centre infrastructure to reduce costs and avoid competition for scarce computing capacity.

DataPoint Co. (“DPC”) is a UK-based operator of three Tier III data centres in Birmingham, Swansea and Southampton, each with 18 MW power capacity and an average utilisation rate of 82%. DPC is 70% owned by DataPoint Web (“DPW”), with the remaining 30% held by Nova Capital. DPW is valued at approximately USD 700 billion, with DataPoint estimated to account for around USD 4.5 billion, while its parent, Nile, is valued at approximately USD 2.5 trillion.

Nile has fallen behind its conglomerate peers in the AI sector because it lacks proprietary LLM capabilities and currently relies on technology from direct competitors at premium licensing rates. Its CEO has determined that securing an exclusive partnership with an LLM provider is essential. Nile’s bankers have therefore proposed using DPC as the basis for a partnership with AICompute.

The proposed Acquisition would see AICompute acquire approximately 60% of DPC, consisting of 30% from DPW and the entire 30% stake held by Nova Capital. DPW would retain a 40% minority stake, while AICompute would obtain effective operational control and the right to appoint a majority of DPC’s board. The precise governance arrangements, including reserved matters, DPW veto rights and senior management appointments, remain open for negotiation.

NR 18 | Team Code 116 v Team Code 104

3:15 PM: The teams began with general introductions, including sharing their pronouns, and exchanged a warm welcome. The Seller Group’s client appreciated the efforts made by both sides to come together, resolve their differences, and work towards building a lasting partnership. The parties outlined their objective of reaching an interest-based resolution that would reduce the burden on both sides. Counsel reiterated the key points raised by the client, helping establish a clear framework for the discussion. The overall exchange was smooth, constructive, and focused on fostering a cooperative dialogue.

3:30 PM: The General Counsel of Novalux steered the discussion towards an amicable negotiated resolution, particularly regarding the alleged misrepresentation by the Seller Group, while emphasising the importance of avoiding litigation. The Seller Group outlined its priorities, while Novalux acknowledged the losses suffered and stressed the importance of collaboration. Novalux expressed a preference for Celestia, citing its favourable terms, while remaining hesitant about Titan given the issues surrounding Caraway. Novalux also proposed a priority recovery. The Seller Group highlighted Titan’s certainty and 90-day timeline, while raising concerns about cross-border enforcement risks associated with Celestia.

3:45 PM: The Seller Group emphasised concerns regarding the reliability of the European market and questioned Celestia’s dependability, particularly in relation to the earn-out structure. Novalux stressed flexibility in considering the available options, including Titan, subject to agreement on priority allocation and compensation. Novalux proposed receiving €100 million from the €150 million sale proceeds, citing the significant losses suffered. The Seller Group sought clarification on this figure, prompting Novalux to refer to its internal obligation to recover approximately €400 million in assessed losses. Novalux further highlighted opportunity costs and alleged misrepresentation beyond the actual financial damage.

4:00 PM: Novalux requested a two-minute caucus, which concluded at 1 min 53 seconds and Novalux returned with an offer of €50 million in priority recovery, which was accepted by the Seller Group. The discussion continued smoothly, with Novalux seeking €280 million in compensation, representing a substantial portion of the losses suffered, while emphasising the importance of an amicable resolution built on trust and understanding. Novalux referred to the W&I policy and broader industry trends. The Seller Group acknowledged that a financial settlement should not only address losses but also help resolve the broader dispute.

4:07 PM: The discussion saw some contention over whether the conduct of the Seller Group amounted to misrepresentation. The Seller Group proposed €60 million, against Novalux’s claim of €280 million, with the aim of avoiding future litigation and fostering a trust-based relationship. The Seller Group was asked to establish the basis for linking €60 million to Novalux’s overall losses. The Seller Group subsequently increased its offer to €80 million, while Novalux proposed €240 million. Negotiations continued into the final minutes, with no agreement yet reached on a further session.

NR 16 | Team Code 135 v Team Code 119

3:05 PM:- The representatives of Novalux Ventures LLC and the Seller Group greeted each other warmly before taking their seats and beginning the negotiation. The Seller Group described the dispute as sensitive, with counsel outlining the legal risks involved and the importance of arriving at an appropriate settlement amount. The General Counsel of the Seller Group then summarised the parties’ respective positions and placed the dispute in context, including the choice of acquirer for the Esports SubCo. The parties agreed to proceed without reference to any particular governing law, relying instead on general applicable principles. Novalux listened constructively and acknowledged the concerns raised by the Seller Group. 

3:20 PM: The Seller Group discussed with Novalux its determination of loss and the methodology used to arrive at the same. The discussion then turned to the Anchor Contracts, which Novalux identified as a central concern. Novalux stated that two contracts were already under dispute before completion and that later termination materially affected value. It maintained that reviewing contracts was standard practice, not evidence of concealment or dishonest intent. The parties also discussed a forced merger clause, with Novalux seeking clarification on why the provision had not been raised earlier. 

3:35 PM: The parties examined the competing proposals for the Esports SubCo, with the Seller Group favouring Titan’s €150 million all-cash offer and expedited completion, while Novalux remained inclined towards Celestia’s higher headline valuation despite its earn-out structure. The Seller Group also indicated openness to a €60 million financial settlement, prompting Novalux to seek the basis for this figure. The discussion then moved to the misrepresentation timeline, with Novalux maintaining that the chronology remained commercially consistent and that its claim rested on actionable misrepresentation rather than proof of fraud. Both sides continued assessing how these factors should inform the eventual settlement.   

3:57 PM: As the negotiation drew to a close, the parties worked through the final allocation figures and the treatment of the remaining proceeds. The Seller Group continued to advocate for a structure reflecting proportional ownership and an appropriate distribution of risk, while Novalux maintained its position on the priority recovery. Both sides reviewed the calculations carefully and acknowledged the need for further refinement of the financial terms. The round concluded with the principal issues narrowed and the parties agreed to continue discussions to reach a commercially acceptable settlement. 

NR 15 | Team Code 129 v Team Code 124

3:07 PM: The round opens with courteous introductions between Novalux Ventures LLC and the Seller Group. Novalux sets out its concerns, among them an exit from the esports sector, before the Seller Group tables four issues of its own for negotiation and identifies the two prospective acquirers of the Esports SubCo. Positions diverge immediately on that point: Novalux favours Celestia Entertainment Partners Ltd and its €175 million headline offer, while the Seller Group prefers Titan Digital Ventures GmbH, which has offered €150 million in cash. 

3:22 PM: Discussion continues on the relative merits of the two offers, with the parties agreeing that proceeds under a Titan sale would follow the existing 55:45 split. Novalux argues it has borne a disproportionate share of the loss and returns to the question of misrepresentation, which the Seller Group rejects outright, attributing the decline to broader market conditions. Novalux then tables its Celestia proposal, seeking €100 million with the balance to the Seller Group, and a settlement figure of €235 million treated separately. The Seller Group counters at €80 million under the Titan structure. 

3:37 PM: The Seller Group raises the warranty and indemnity policy, prompting a forceful response from Novalux, which presses its misrepresentation case and points to supporting evidence. Bargaining then accelerates. The Seller Group opens at €100 million in settlement; Novalux counters at €195 million with €85 million of the Celestia proceeds to the sellers. Successive exchanges narrow the gap through €140 million, €150 million and €160 million against Novalux's €185 million and €175 million, before the parties settle on €167.5 million and €75 million from the Celestia proceeds. Closing pleasantries follow and the round concludes.

NR 12 | Team Code 132 v Team Code 107

3:08 PM: The negotiation opened with introductions from both sides, setting a constructive but cautious tone. Novalux acknowledged the difficulties arising from the €520 million transaction and expressed its intention to reach a commercial resolution concerning the dispute and the sale of the Esports SubCo. The possibility of litigation was also placed firmly on the table. The Seller Group emphasised that the transaction had been conducted in good faith following due diligence. Both sides agreed on the broad agenda, covering settlement of the claims, the choice of acquirer, and allocation of sale proceeds. 

3:23 PM: The discussion moved into the substance of Novalux’s fraud allegations, with the Seller Group attributing the Esports Arm’s revenue decline to wider market conditions, lost broadcasting rights and the departure of key personnel. Both sides debated the adequacy of due diligence and their respective disclosure obligations. Novalux maintained that the allegations could be pursued in court, while the Seller Group stressed its good-faith position. The parties then shifted towards settlement, with mutual releases emerging as a key condition. Hereby, The sellers Group proposed A Triple S solution in order to reach a common ground.

3:38 PM: Novalux put forward a €280 million settlement alongside its demand for the sale proceeds and a public apology, while the Seller Group disputed including the Esports SubCo proceeds within the settlement framework. The Seller Group subsequently increased its proposed settlement to €100 million, subject to full mutual releases, and offered a €60 million priority payment from the Esports SubCo sale proceeds, with the remainder proposed to be divided according to shareholding. The Seller Group offered to facilitate a partner-backed deal providing €180 million in value, with no proceeds retained by the Seller Group, alongside the €100 million cash component. Novalux instead suggested structuring the remaining €180 million through a payment plan. Discussions then focused on the feasibility and valuation of these alternatives.

3:53 PM: Negotiations continued with the parties narrowing their focus to the remaining settlement structure and the sale of the Esports SubCo. Novalux proposed a €250 million settlement, comprising €100 million in cash and a further €150 million to be satisfied through either a payment plan secured against assets or the transfer of assets of equivalent value. Discussion then shifted to the preferred acquirer. The Seller Group favoured Celestia, while Novalux preferred Titan, citing its €150 million all-cash offer and 90-day completion period. The parties debated the financial difference between the two offers and ways to mitigate the uncertainty surrounding Celestia’s €55 million earn-out. Novalux subsequently requested a brief caucus of 45 seconds.

4:00 PM: The final stage of negotiations focused on narrowing the settlement package and allocating the earnout risk under a potential Celestia transaction. The parties discussed a €250 million overall settlement, with proposals involving €150 million in cash and the balance through assets or priority recovery. The proposed terms comprised €120 million in cash, €150 million in assets to be determined and verified through the negotiation process, and the selection of Celestia as the preferred acquirer, with the earnout risk divided on a pro-rata basis. Novalux also proposed safeguards concerning Celestia’s marketing and PR activities, seeking limited oversight to reduce the risk associated with the €55 million earnout. The Seller Group indicated willingness to discuss these safeguards alongside the asset arrangements. The round concluded with both sides agreeing to resolve the remaining deadlocks in the next meeting.

NR 10 | Team Code 123 v Team Code 118

3:06 PM: The negotiation round begins with a warm welcome and partnership from both sides. The air is filled with zeal and fervour, both parties starting off with polite introductions and high hopes for the meeting. The Seller Group opens by recalling the shared vision behind Novalux's investment, driven by the Esports Arm's promise and the Anchor Contracts. They acknowledge the later terminations and underperformance but attribute these to market conditions beyond anyone's control, noting the contracts were renewed without objection in 2020. They propose focusing on a forward looking financial settlement and a strong deal for the Esports SubCo, favouring negotiation over litigation.

3:21 PM: Novalux frames the talks around interests rather than positions, listing three agenda items: financial settlement, choice of acquirer, and proceeds allocation. Both sides prefer settlement over litigation. The Seller Group offers 280 million euros based on an internal split of the 400 million loss. Novalux counters with 60 million upfront, seeking WNI policy details in good faith. On learning the policy excludes misrepresentation claims, Novalux raises its offer to 120 million, split over two months. The Seller Group argues this falls short of its loss and questions the esports revenue projections given actual performance. 

3:36 PM: Both sides push for a middle ground on the anchor contracts figure, with the Seller Group lowering its ask from 280 to 230 million, citing liquidity constraints on any higher payout. Discussion moves to acquirer choice, with Novalux favouring Titan for its brand strength and faster regulatory approval, while the Seller Group prefers Celestia's higher headline price despite the earn out risk. In exchange for the Seller Group providing a senior commercial resource to help secure the earn out, they propose Novalux limit its priority recovery to 75 million instead of 100 million, sharing the earn out risk equally.

3:51 PM: The Seller Group agrees to provide senior commercial personnel to help Celestia transition and secure the earn out, in exchange for Novalux limiting its priority recovery from 100 to 75 million. On the financial settlement, the Seller Group raises its offer to 155 million, payable in two tranches over one month, without any admission of fraud or misrepresentation, given the risk this could pose to the Esports SubCo sale. Novalux accepts the offer. With all three agenda items provisionally settled, both parties turn to discuss Celestia's background and next steps on completion timelines for the deal. The parties ended the session on friendly terms, with high hopes for the future business as discussed and agreed upon. 

NR 8 | Team Code 125 v Team Code 113

2:35 PM: John, counsel for the seller group, and his client Joseph open the discussion, followed by introductions from Amelita and her counsel Haris, representing Novalux. Amelita begins by referencing their company's establishment and the 500,000 euros placed on the table, then addresses the warranty involving major platforms and the seller group's 2021 projections for Caraway. She notes that 2026 brought a record-breaking loss, criticizing the opposing party for this outcome. Amelita mentions being an early investor in Caraway who recognized its potential, and states she wants to identify who is responsible for the losses, without explicitly asking anyone to accept blame.

3:20 PM: Hariz continues on the legal side, addressing the financial deterioration and the way forward with Esports Co., seeking a fair resolution that maximizes exit value and minimizes risk for both parties regarding the losses, while evaluating risk allocation and distribution of proceeds. Joseph resumes discussion, with John prioritizing financial settlement; Amelita reemphasizes settlement over partnership regarding Caraway. John questions the fraud claim; Hariz confirms it but avoids litigation. John raises the Esports arm and potential leftover funds; Amelita agrees but wants an exact figure, and Joseph requests evidence.

3:35 PM: Amelita requests a reimbursement figure; John questions whether settling now means Novalux would receive a share of proceeds from the 280 million insolvency figure. Hariz clarifies this payment comes from Seller Group and rejects that idea. Joseph proposes 65 million euros; Amelita counters with 200 million. John raises his offer to 75 million, then negotiations move between 120-150 million, with Seller Group capping at 135 million. After a brief caucus of Seller Group of 1.5 minutes, Amelita highlights a 55 million discrepancy and suggests Celestia for Esports collaboration, but John favors Titan for efficiency, proposing Celestia pay 120 million and Titan pay 150 million, ensuring a definite amount within a definite time frame.

NR 6 | Team Code 115 v Team Code 112

3:05 PM: The judges arrive and both teams exchange greetings before the negotiation gets underway. Novalux’s Counsel opens by highlighting the scale of the dispute: €520 million was paid for a 55% stake, yet the investment has since suffered an estimated €400 million loss. The Seller Group’s Counsel pushes back, stressing that not every subsequent business failure can be attributed to the sellers. Novalux’s Client emphasises the undisclosed disputes surrounding two of the three Anchor Contracts, while the Seller Group’s Client points towards the broader market downturn affecting the Esports Arm. 

3:20 PM: The initial pleasantries have given way to sharper exchanges. Novalux’s Counsel argues that the company entered the transaction relying on representations that the Anchor Contracts were secure, generating approximately €70 million annually. The Seller Group’s Counsel counters that the Esports Arm’s collapse cannot be viewed in isolation, pointing to lost broadcasting rights and a contraction in advertising. Novalux’s Client stresses that revenues ultimately fell by around 65%, while the Seller Group’s Client warns against allowing hindsight to rewrite the commercial risks of a €520 million acquisition. Both sides begin probing what a practical settlement could look like.

3:35 PM: The negotiation turns decisively towards the numbers. Novalux’s Client insists that a meaningful priority recovery is necessary before any remaining proceeds reach the Seller Group, given the approximately €400 million loss suffered. The Seller Group’s Client resists, arguing that such a recovery could leave little economic value for the sellers. The debate then shifts to the competing acquisition offers. Novalux’s Counsel highlights Titan’s €150 million all-cash offer and greater certainty, while the Seller Group’s Counsel favours Celestia’s €175 million proposal despite its €55 million earn-out. The Seller Group takes a 2.5 minute caucus. The question is becoming clear: certainty or upside?

3:50 PM: With time running down, both sides begin moving from positions towards concessions. Novalux’s Counsel indicates that Celestia could be acceptable if the €55 million earn-out risk is appropriately shared. The Seller Group’s Counsel responds that the sellers cannot guarantee revenue performance over three years, but appears open to discussing a limited risk-sharing arrangement. The Seller Group’s Client simultaneously seeks flexibility on Novalux’s priority recovery, proposing that it be linked to actual sale proceeds. Novalux’s Client signals willingness to consider this, provided the settlement includes broad mutual releases and a meaningful first recovery for Novalux.

3:57 PM: The final minutes see both teams converge around a potential commercial solution. Novalux’s Client appears willing to favour Celestia’s €175 million offer, provided the €55 million earn-out risk is not borne entirely by Novalux. The Seller Group’s Client accepts the principle of sharing that risk, while its Counsel pushes for a complete resolution of the fraud dispute. Novalux’s Counsel continues to seek priority payment from the net sale proceeds before distribution to the sellers, alongside mutual releases. No final figures are disclosed, but the negotiation closes with both sides substantially closer to a workable settlement than where they began. 

NR 5 | Team Code 121 v Team Code 138

3:07 PM: The negotiation opened with introductions and cordial greetings, setting a constructive tone before the parties turned to the substance of the dispute. Novalux emphasised that, having suffered a substantial loss in value following the collapse of Caraway’s business, it was seeking meaningful compensation for the losses arising from the transaction and the allegations it has raised. The Seller Group, while maintaining its position, stressed that the objective should be a settlement serving the mutual interests of all parties. Recognising the importance of a pragmatic resolution, both sides agreed to establish an agenda for the discussions. The negotiation will therefore proceed by addressing the principal issues systematically.

3:22 PM: The Seller Group sought to contextualise Caraway’s collapse by pointing to several factors beyond its control, including the significant contraction in advertising expenditure across the esports sector. The parties therefore appeared to converge on the underlying factual consequences, while remaining sharply divided on responsibility for them.  Novalux maintained that the Anchor Contracts were central to its investment rationale and that evidence showed two were already in dispute and at risk of termination when the SPA was signed. 

3:37 PM: The parties continued to narrow the substantial gap between their positions, with Novalux maintaining a €260 million settlement position against the Seller Group’s €60 million proposal. The discussion centred on the competing merits of Celestia’s €175 million offer, which carried earn-out risk, and Titan’s €150 million all-cash offer, which offered greater certainty. A revised Titan structure of €165 million was explored, including €60 million for Novalux, €50 million as settlement consideration, and €55 million attributable to the Seller Group’s remaining interest. Novalux nevertheless stressed that, given its claimed €400 million loss, it would need at least approximately half that amount to make settlement preferable to litigation.

3:52 PM: Novalux signalled greater flexibility on the transaction structure, indicating that it remained open to Titan provided that its compensation baseline was at least €150 million. It also proposed that, under a Celestia structure, it could receive the €100 million priority recovery from the sale proceeds, allowing the parties to adjust the remaining allocation accordingly. The Seller Group explored whether part of its entitlement could be redirected to facilitate an upfront payment to Novalux. The discussion then turned to the differing strategic rationale for Celestia, with the Seller Group emphasising its potential long-term value and strategic fit beyond the immediate settlement.

3:59 PM: The Seller Group proposed an upfront payment of 40%, with deferred amounts carrying interest at approximately 5% to 6%, while also seeking assurance that settlement would provide finality to the dispute. As a further gesture of good faith, the Seller Group increased its settlement offer to €100 million. The negotiation was extended for 10 minutes with the permission of the judge.  Novalux acknowledged the progress in discussion but remained firm that €150 million represented its minimum acceptable compensation, while confirming that it remained open to either transaction structure. Both parties talked about wanting further discussions on the topic, despite certain disagreements.

NR 3 | Team Code 108 v Team Code 114

3:08 PM: The round began with both parties warmly greeting each other and affirming their commitment to an equitable and mutually beneficial resolution of the dispute. The Seller Group expressed their desire to resolve all points of contention in this discussion and prevent further ambiguity and dispute. The Novalux contingent did state their disappointment with how their agreement had turned out, but was still hopeful of an amiable resolution without the need for litigation. 

3:23 PM: The first item on the agenda revolved around the three Anchor Contracts. The Seller Group denied all allegations of fraudulent misrepresentation, stating that their conclusions were drawn from commercially viable assumptions.  However, Novalux pressed the issue, questioning whether The Seller Group was aware of risks relating to the sustenance of the contract during the time the contract was signed. The Seller Group denied having any knowledge regarding the contractual disputes and their underperformance was caused due to market conditions beyond their control.

3:38 PM: Novalux revealed that they had obtained information that The Seller Group was indeed aware of the issues at the time of the signing of the contract. The Seller Group wished to move on to the quantum of settlement and the sale of the Esports SubCo, while Novalux wished to determine liability first. They tabled the discussion regarding the quantum of compensation and allocation of liability for a later date. They then moved on to the sale of the Esports SubCo. While The Seller Group was inclined towards Titan, Novalux was attracted to Celestia’s higher earn-out amount and growing esports footprint. 

3:53 PM: Given the fact that Titan’s offer was non-binding, both parties agreed to negotiate a higher amount to alleviate Novalux’s losses in a timely amount. However, disagreements arose with regards to the allocation of the proceeds. Ultimately, Novalux established that they sought a 280-million-euro settlement. The discussion veered into talks about the warranty and indemnity policy, with Novalux pushing for a favorable W&I policy while The Seller Group expressed their reluctance.

4:00 PM: The Seller Group stated that their highest offer was 160 million euros to compensate Novalux. Novalux expressed interest in this proposition, provided that a higher amount be paid in instalments. The rationale behind this amount was the financial status of The Seller Group at the time. The Seller Group offered the 160 million as an upfront payment, which an apportionment from the sale of the Esports SubCo to be allotted to Novalux to further increase the quantum they would receive. The specifics of the agreement were tabled for a later date and both parties expressed their openness to a peaceful settlement for the future.

NR 2 | Team Code 130 v Team Code 102

3:10 PM: The negotiation opened with introductions and cordial greetings, with Aurelian’s Head of Legal and Talis’ CEO representing the Seller Group. While Aurelian holds decision-making authority, Talis is taking an advisory role. The Seller Group expressed disappointment at the scale of the losses and firmly denied Novalux’s allegations, stressing that revisiting past decisions would not be productive. Instead, they emphasised a shared interest in containing further losses. The discussion quickly shifted to the two potential acquirers, with Talis suggesting that the parties keep the legal issues aside for now and focus on the buyers and allocation of sale proceeds.

3:25 PM: Novalux made clear that the losses cannot simply be put aside, given the gap between what was projected and what was delivered. The Seller Group maintained that the Anchor Contract disputes were monitored and not considered material at the time, while the Esports projections reflected an industry downturn, lost bids and unexpected departures of senior personnel. Novalux challenged this account, pointing to two contracts already being disputed by late 2020 and questioning the basis of the €50 million projection. The W&I policy and undisclosed €70 million contract revenues also emerged as key concerns.

3:40 PM: The Seller Group maintained that the Anchor Contracts had been properly renewed and that the disputes emerged only months later, so they were not viewed as material at the time. Novalux acknowledged the difficulties faced by the Seller Group but stressed that it had paid €520 million and suffered losses of around €400 million. Seeking to avoid litigation, Novalux favoured Celestia’s higher €175 million offer and its three-year earn-out structure as a potential risk mitigant. Novalux put forward a €280 million settlement figure, while the Seller Group countered with €120 million, up from an initial €60 million. The Seller Group preferred Titan’s certainty and outlined a €95.25 million priority recovery for Novalux from a Titan sale.

3:55 PM: The Seller Group continued to favour Titan, citing its certainty, stronger track record and immediate cash, while raising concerns over Celestia’s management. Novalux pushed for greater priority recovery, arguing that the Esports Arm’s €14 million revenue made the original €50 million projection difficult to justify. The parties explored sharing Celestia’s earn-out risk, with Novalux seeking €100 million in priority recovery and a greater share of the equity risk. The Seller Group moved to €75 million, while proposing a €150 million settlement framework. Novalux remained open to movement, but maintained that its recovery should better reflect the losses suffered and the risks assumed.

4:02 PM: The parties reached a tentative understanding, with Novalux accepting €75 million as priority recovery alongside a 65:45 allocation of the earn-out risk. Both sides agreed to proceed with Celestia, with the remaining proceeds split 55% pro rata, and settled on a €150 million settlement figure. The Seller Group reiterated that it had addressed the fraud and misrepresentation concerns as far as possible and hoped the claims would be dropped, while Novalux stressed that timely completion would help both sides avoid costly litigation. The discussion closed cordially, with both teams appreciating the constructive engagement and agreeing to continue discussions under an NDA.

1:00 PM: The session on Transactional Risk Insurance is being led by Zico Bahl, Assistant Vice President at Marsh. He begins by introducing Marsh’s Private Equity, Mergers and Acquisitions Practice (PEMA), which works with corporates, private equity and infrastructure firms, lenders and other capital providers to manage risks across the transaction lifecycle.

Bahl introduces Warranty and Indemnity (W&I) insurance, explaining that it provides protection to buyers or sellers against losses arising from breaches of warranties, certain tax indemnities and unknown risks existing before signing or completion. The coverage is subject to defined policy terms, including retentions and policy periods.

The discussion then moves to why parties choose W&I insurance. For sellers, particularly private equity sellers, it can enable a clean exit and allow sale proceeds to be distributed without retaining significant amounts against potential liabilities. For buyers, it can bridge gaps between buyer and seller expectations, support transactions in unfamiliar jurisdictions or industries, and provide protection against unknown risks.

Bahl next walks through the typical buy-side W&I process, beginning with planning and obtaining quotations, followed by underwriting, policy negotiation and policy inception. The process involves insurers reviewing transaction documents and due-diligence materials, raising underwriting questions and negotiating the final coverage position.

A significant part of the discussion focuses on exclusions. While certain matters such as known risks, fraud by the insured, purchase-price adjustments and specific indemnities are standard exclusions, others may be negotiable. Bahl explains that thorough due diligence can sometimes enable coverage for areas such as pollution, structural defects, transfer pricing, pension underfunding and certain tax liabilities.

The session also highlights the importance of drafting transaction documents with W&I coverage in mind. Provisions relating to disclosure, fraud, limitation periods, bring-down requirements, indemnities and the seller’s knowledge pool can directly affect the scope of insurance coverage and therefore need to be considered carefully during negotiations.

Bahl then turns to the claims experience in transactional risk insurance. Marsh India has supported more than 60 claim notifications, including 13 in 2025. Approximately 48% of its claim notifications to date have been under W&I policies, while the remaining 52% have been under separate tax liability policies. Across Asia, Marsh has managed more than 170 complex transactional risk claims and obtained over US$100 million in claims payments over the past decade.

The session concludes by highlighting the increasing number of claims notifications in recent years. This trend reflects increased deal volumes, greater scrutiny of transaction terms, evolving regulatory environments and greater awareness among policyholders, with notifications increasingly being made at an early stage even where a claim may ultimately not materialise.

2 PM: Preliminary Round 2 will begin shortly across 10 Negotiation Rooms

Preliminary Round 2 Problem Summary

Novalux Ventures LLC (“Novalux”), a Cayman Islands company and wholly owned investment arm of Polaris Global Holdings, acquired a 55% stake in Caraway Media Group SARL (“Caraway”), a Luxembourg digital content and esports rights business, from Aurelian Capital Partners SCSp (“Aurelian”) and Talis Innovations Pte Ltd (“Talis”) for approximately €520 million under an SPA dated 14 September 2020. Completion took place on 19 January 2021, leaving Novalux with 55%, Aurelian with approximately 27%, and Talis with approximately 18%.

Caraway was represented as a high-growth business, with three major Anchor Contracts generating approximately €70 million annually and an Esports Arm projected to generate €50 million by the end of 2022. From mid-2022, however, Novalux discovered that two Anchor Contracts had undisclosed disputes dating back to late 2020 and were at material risk of termination. By November 2022, all three had been terminated and Platform revenues had fallen by approximately 65%. The Esports Arm also significantly underperformed, generating approximately €6 million in the first half of 2022.

By March 2023, Caraway’s principal operating subsidiary had entered administration, although the Esports Arm continued through a Dutch subsidiary, the Esports SubCo, owned 55% by Novalux, 27% by Aurelian and 18% by Talis. Novalux estimates its loss in value at approximately €400 million.

In August 2023, Novalux brought claims against Aurelian and Talis for alleged fraudulent misrepresentation concerning the Anchor Contracts and the Esports revenue projections, seeking rescission and repayment of the €520 million Consideration or, alternatively, substantial damages. The Seller Group denies the claims, and the availability of rescission is disputed.

In early 2026, two parties offered to acquire 100% of the Esports SubCo: Titan offered approximately €150 million in cash, while Celestia offered approximately €175 million, comprising €120 million upfront and a €55 million three-year earn-out. The parties are now negotiating a comprehensive settlement covering Novalux’s fraud claims, the choice of acquirer and allocation of earn-out risk, and the allocation of sale proceeds, including any priority recovery for Novalux.

NR 17 | Team Code 102 v Team Code 123

10:30 AM: The round opens with introductions between Monarch and Bellecourt Chocolatier Limited. Monarch's Chief Executive Officer strikes a confident note, expressing enthusiasm for the proposed combination before outlining the concerns Monarch brings to the table. Monarch indicates that it wishes to proceed on a clear timetable, signalling an appetite to move towards a term sheet without protracted delay. Monarch's General Counsel, Jamie Hartley, then sets out the principal areas the parties will need to cover during the session, and discussion turns to the first of them. 

10:45 AM: Bellecourt presses Monarch on why the Grand Cru recipe matters so greatly, and Monarch's Chief Executive Officer responds that the aim is to bring the product to a far wider audience. Bellecourt's counsel maintains that its concern is protecting the recipe and the legacy attached to it. Monarch draws a parallel with household names such as Nutella, a comparison Bellecourt resists. Asked whether it prioritises the brand association or the recipe itself, Bellecourt indicates that both pass to Monarch on completion. Attention then turns to a material adverse change clause addressing palm oil regulation. 

11:00 AM: Monarch's counsel maintains that a material adverse change provision is standard practice, proposing a three-month cure period against a six-month longstop after signing. Bellecourt seeks adjustments to the cure period, citing the need for certainty. Monarch offers additional consideration in return for licensing rights and asks about Bellecourt's reformulation timeline; Bellecourt indicates its research team would need six months following any regulatory event. Monarch presses on whether work could begin sooner. Attention then shifts to Bellecourt's historic Russian operations, with Monarch seeking an indemnity against sanctions exposure. Bellecourt maintains no ongoing associations or proceedings. 

11:15 AM: The indemnity is accepted and the parties settle on a six-month signing timeline. Discussion moves to Monarch's ability to sell down its shareholding and what that would mean for Bellecourt. Bellecourt seeks tag-along rights triggered if any disposal reaches 25 per cent, and Monarch's Chief Executive Officer undertakes to raise the point with the board while maintaining that 18 per cent remains the appropriate stake. Bellecourt notes it is weighing other offers, which Monarch accepts without concern. Monarch then asks after Charlie Bellecourt's health and shareholder sentiment; Bellecourt reports both as settled.

11:22 AM: Discussion returns to the cure period and reformulation timelines, though no concrete ground is reached. Bellecourt proposes that any termination on a material adverse change be accompanied by confidentiality undertakings, which Monarch accepts. On sub-licensing, Bellecourt seeks a veto and a brand advisory role, describing this as central to the deal. Monarch undertakes to revert following internal discussion and invites Bellecourt to follow up in writing. The parties exchange farewells with the exchange ratio, cure period and sub-licensing rights left open, having converged on indemnity, timeline and confidentiality.

NR 13 | Team Code 110 v Team Code 129

10:35 AM: The negotiation opened with both sides expressing enthusiasm for a collaborative transaction and acknowledging the value of the relationship being built. Monarch emphasised its intention to preserve Bellecourt’s family legacy while successfully integrating the brand and its Grand Cru recipe. Jimmy, Monarch's counsel then outlined the proposed agenda, covering the recipe’s use and safeguards, governance and minority protections, completion and risk allocation, and future transfer rights. Bellecourt stressed that protecting the Grand Cru recipe remains its central priority. The parties then began discussing the recipe and governance structure, with Bellecourt seeking clarification that the proposed subsidiary is Monarch Confections.

10:50 AM: The discussion centred on the proposed use of Bellecourt’s Grand Cru recipe beyond Monarch Confections. Bellecourt strongly resisted wider group licensing, stressing that broader use could dilute the recipe’s luxury positioning and leave it without meaningful control over a key asset. Monarch proposed group-wide access supported by a 0.5% royalty on net sales generated through such use, arguing that Monarch’s scale could expand Bellecourt’s global reach. Bellecourt questioned the enforceability of assurances without representation or controls at the wider group level. With both sides holding firm, they agreed to temporarily set the issue aside and move to governance and board representation.

11:05 AM: Governance and minority protections became the next major point of contention. Bellecourt sought a lower threshold for board representation, arguing that minority status without meaningful oversight would leave its intellectual property exposed. Monarch maintained an 18% threshold as a group-wide governance policy, while offering to increase Bellecourt’s proposed stake to 20%. Bellecourt pushed for stronger protection and suggested 26%, linking greater representation to approval of any wider use of the Grand Cru recipe. Monarch responded by proposing a three-member committee, including representatives from both parties and an independent member, to review proposed group-wide uses. Monarch then raised its concerns regarding past Russian operation and sanction, as a solution monarch also proposed  indemnity for post-acquisition liabilities arising from past sanctions/regulatory conduct, and Bellecourt agreed.

11:20 AM: The parties reached agreement on regulatory protection, with Monarch accepting an indemnity for relevant sanctions or regulatory liabilities arising after completion and discussing a six-month cure period for potential regulatory changes affecting the recipe. Attention then shifted to tag-along rights. Bellecourt proposed protection if Monarch sold more than 25% of its stake, citing concerns about being left with an unknown shareholder whose interests could conflict with its brand and recipe protections. Monarch argued that such a sale would not constitute a major structural change and proposed limiting tag-along rights to a sale of its majority interest. Bellecourt sought consent rights over potential purchasers, while Monarch remained open to negotiating the threshold.

11:27 AM: The parties agreed to a five-year lock-in period preventing Monarch from selling its stake, alongside regulatory warranties. Discussion then returned to Grand Cru licensing, with Bellecourt maintaining that wider group use should require approval through a dedicated committee. Bellecourt also disclosed an alternative buyer and a year-end deadline for completing a transaction, increasing pressure to reach an agreement. In response, Monarch pointed out that Bellecourt had not proceeded with the alternative buyer because it had proposed a complete acquisition. Despite the remaining issues, both sides ended the discussion on a positive and cooperative note, expressing optimism about reaching a mutually beneficial agreement.

NR 12 | Team Code 104 v Team Code 132

10:37 AM: As the round begins, the contingents from Bellecourt and Monarch warmly greet each other and expressed their enthusiasm for a mutually beneficial partnership as well as their commitment to ensuring that Bellecourt’s brand heritage and Monarch’s large-scale network are preserved and propel both companies to greater heights. Both parties laid down the agenda, emphasizing the need to protect the brand value of both companies, the governance structure and the sharing and use of the Grand Cru recipe.

10:52 AM: The parties started off by discussing the timeline of the deal. Bellecourt aimed to finalize the partnership around Christmas, a highly profitable period for the chocolate industry, whereas Monarch eyed a timeline of 6 months. Monarch was open to negotiation, wanting to respect Bellecourt’s brand ethos. Monarch expressed their interest in licensing the Grand Cru recipe to other Monarch entities, offering a royalty mechanism for Bellecourt. The Bellecourt general counsel, SY Marchand, strongly expressed their reluctance to agree to these terms, emphasizing Bellecourt’s artisanal value. 

11:07 AM: Both parties went back and forth on this issue. Eventually, Monarch conceded that only Monarch Confections would be allowed to use the Grand Cru recipe. They then moved on to the share-for-share exchange and board member representation. Terry Bellcourt proposed that out of the 20 board members of Monarch Confections, 10 would be Bellecourt shareholders. Monarch expressed their reluctance, expressing the need for them to possess the commercial decision-making power required to provide the scale that Bellecourt sought. Monarch was however willing to create a provision for Bellecourt shareholders to be on the board, with voting rights on all matters relating to the Grand Cru recipe and the Bellecourt brand and observation rights on other matters.

11:22 AM: While Bellecourt focused on the number of board seats, Monarch directed the discussion towards Bellecourt’s expectations about their roles and functions as members of the board. Bellecourt wanted their board presence to be proportional to their shareholding, with 4 board members representing their 18 percent shareholding and a minimum of 1 board member at all times. Monarch was open to this proposition but was concerned about the rights Bellecourt members would possess. Both parties finally agreed on the 4 member-18 percent proposition and tabled further discussion for a later date. 

11:29 AM: Monarch expressed concerns over Bellecourt’s palm oil emulsifier as it would increase regulatory costs. Both parties agreed on a MAC clause and agreed to collaborate on the development of a substitute. Both parties agreed that if regulation does come into force and material progress towards the discovery of a substitute is not made, Monarch could terminate the deal. The discussion then moved on to tag-along rights and drag-along rights. After extended discussion, both parties finally agreed on tag along rights at 20 percent and drag along rights at 55 percent. With that, the negotiations came to a close. Both parties expressed their satisfaction with the progress made and enthusiasm for the future.

NR 11 | Team Code 138 v Team Code 136

10:31 AM: The negotiation round begins with a warm welcome and partnership from both sides. Client for Monarch shows respect and admiration for Bellecourt's operations and legacy. Client for Bellecourt starts with a brief introduction for their company. The parties approach the discussion with open minds. Monarch expresses genuine admiration for Bellecourt's heritage and legacy, emphasising that its interest goes beyond scale and global operations. Monarch reassures Bellecourt that it values the Grand Cru recipe and wishes to help sustain and protect it, while also exploring ways to expand its use with appropriate safeguards. Bellecourt's representative responds warmly, recalling the personal connection built since joining the business in 2011 and the respect held for Bellecourt's legacy and leadership. Both parties signal openness to discussion, with early indications pointing towards a twofold focus: preserving an economic stake for Bellecourt's shareholders, and ensuring governance rights and minority shareholder protections going forward.

10:46 AM: The parties move to structural terms. Bellecourt raises a twofold agenda of economic protection and governance safeguards; Monarch counters with commercial deployment, governance, and risk allocation. Monarch offers Charlie an honorary lifetime role in packaging and storytelling, without touching production. Monarch's proposal for limited edition Grand Cru products meets resistance from Bellecourt over dilution, who suggest conditions on future production instead. Monarch proposes a recipe custodian committee, giving Bellecourt veto over formulation and sourcing but not pricing, plus a price floor. Bellecourt raises licensing, royalties, and appointment rights; Monarch suggests a three person committee for the recipe custodian committee with two Bellecourt members and one independent industry expert agreed upon by both parties. Monarch also proposes that Bellecourt's board and information rights scale down if its shareholding falls below 18%.

11:01 AM: Bellecourt raises concern over future dilution and asks for an additional board representative beyond its director, separate from the recipe custodian committee, to voice broader concerns. Monarch also seeks flexibility over channel pricing, subject to the agreed price floor. Both sides note the 18% threshold as a key reference point. Client for Monarch summarises progress, noting agreement on the custodian committee and governance structure, and moves the discussion to royalty structure next. 

11:16 AM: Royalty terms follow: Bellecourt confirms it wants compensation for use of the brand recipe, while Monarch retains full pricing control. Monarch proposes royalties only apply when licensed outside Monarch Confections; Bellecourt questions whether subsidiaries count as third parties here. On drag along rights, Monarch wants Bellecourt's shares included if it sells a majority stake, while Bellecourt seeks a say given its minority position. Monarch offers a five year window before any exit right, plus an earlier put option, framing this as a long term partnership. Monarch expects regulatory clarity within twelve months, while Bellecourt's R&D explores alternatives.

11:23 AM: As the session closes, both sides express satisfaction. Monarch summarises the terms agreed: Grand Cru licensed to Monarch subsidiaries with royalties to Bellecourt, an 18% stake with scaled director, observer and information rights, a recipe custodian committee over formulation and sourcing (excluding pricing), a price floor, agreed drag along and tag along rights, a six month long stop period with 25% post completion cost sharing for Bellecourt if the palm oil emulsifier becomes unusable, and sanctions exposure resolved as a completion condition with an indemnity. Both sides confirm no outstanding points remain, ending the session cooperatively.

NR 10 | Team Code 109 v Team Code 125

10:33 AM: The negotiation opened on a cordial and constructive note, with both parties introducing themselves and establishing a positive tone. Ash Osei expressed enthusiasm about making decisions that would shape not only Monarch’s future but also that of Bellecourt Chocolatier, while acknowledging Terry Bellecourt’s efforts in carrying forward the company’s legacy. Osei emphasised Monarch’s intention to help Bellecourt access untapped markets and realise its broader commercial potential, while remaining conscious of the need to protect what makes the chocolatier distinctive. Jamie Hartley reaffirmed his responsibility to faithfully execute the wishes and interests of both parties. The floor was then handed to Bellecourt.  

10:48 AM: Terry Bellecourt welcomed Monarch’s counsel and client, emphasising that the Grand Cru recipe remained Bellecourt’s single most valuable asset and seeking assurance that it would be entrusted to a company committed to its protection. Bellecourt proposed nominating one director to the Monarch Confections board and stressed the importance of preserving its premium reputation and protecting shareholder value. The parties broadly aligned on their agendas, including the SFS exchange, Grand Cru protection and allocation of compliance risks. Terry invited clarification on the proposed 18% stake, following which Monarch proposed a 0.75:1 exchange ratio. Terry remained amenable to the 18% valuation, choosing instead to focus on governance, recipe use, director appointment and palm oil supply concerns.

11:03 AM: Bellecourt remained open to Monarch’s proposed use of the Grand Cru recipe, recognising the potential to expand its reach while preserving the brand’s premium positioning. Monarch proposed cross-branding and explained that it envisaged sub-licensing the recipe to sub-groups within Monarch Snacks, although Terry emphasised that wider reach needed to be accompanied by higher quality, particularly in accessing the US and Japanese markets. Monarch offered a 14% royalty on sub-licensing revenue. Bellecourt suggested an initial one-year period of exclusive use before sub-licensing. Monarch further proposed limiting Grand Cru to luxury and premium products for three months before expanding into supermarket and mass-market channels. 

11:18 AM: Jamie Hartley emphasised that sub-licensing was essential to unlocking the recipe’s commercial potential, proposing that Bellecourt receive veto rights over two out of every five sub-licensing arrangements.Terry Bellecourt strongly disagreed, stressing that brand heritage was as important as revenue and seeking veto rights over all recipe-related sub-licensing decisions. Jamie remained unwilling to grant a blanket veto and called for greater flexibility. SY Marchand clarified that Bellecourt’s priority was preserving the recipe’s sanctity, proposing instead a joint committee including an independent market expert. 

11:25 AM: Terry Bellecourt raised the issue of tag-along rights, proposing a 25% entitlement in Monarch Confections. SY Marchand sought clarity on Monarch’s concerns regarding the 25% figure, while Monarch indicated that a figure closer to 50% would be its preferred starting point and suggested deferring the precise percentage to a later session. Terry explained that the 25% threshold would prevent a third party from acquiring disproportionate nomination influence and upsetting the balance. The parties ultimately aligned on joint decision-making, exclusive recipe sub-licensing rights during the one-year period, joint nomination of a director, and the principle of tag-along rights, with the exact figure to be negotiated later. 

NR 8 | Team Code 114 v Team Code 133

10:45 AM: Terry Bellecourt opens the discussion by welcoming Monarch’s representatives and reflecting on the conversation that first began at the International Chocolate and Confectionery Expo in London. The focus soon turns to the Grand Cru recipe, which Terry describes as the heart of Bellecourt. Terry stresses the need to discuss meaningful protection for the recipe, particularly in light of Bellecourt shareholders becoming minority shareholders under the proposed SFS Exchange. Terry then introduces SY Marchand, praising her role in advising the company. Marchand explains that her responsibility is to provide a legal and commercial reality check and ensure that any eventual settlement is legally sound, while Terry retains final decision-making authority. Her priorities are clear: minority shareholder protection, safeguarding the Grand Cru recipe, and the SFS structure. Jamie Hartley is then introduced as Monarch’s General Counsel.

11:00 AM: Jamie Hartley sets the tone by affirming Monarch’s commitment to approaching the negotiations in good faith. Ash Osei then outlines Monarch’s position, highlighting Monarch Confections’ international reach, production expertise and ability to scale and distribute products, while acknowledging that Monarch has struggled to establish a credible presence in the premium chocolate segment. Jamie suggests structuring the discussion around intellectual property protections, with SY Marchand agreeing. The parties then examine the Grand Cru recipe, currently protected as a trade secret through restricted access and employee NDAs. Osei confirms that licensing the recipe is central to Monarch’s proposal, prompting Terry to raise concerns over brand dilution and the loss of premium positioning if Grand Cru enters mass-market products.

11:15 AM: Jamie acknowledges Bellecourt’s concerns, noting that Monarch has itself struggled to establish a foothold in the premium segment. Terry reiterates concerns about dilution of Bellecourt’s premium identity, drawing an analogy to luxury brands such as Birkin where exclusivity underpins value. SY Marchand responds by distinguishing permitted uses from reserved matters, with parameters covering pricing, distribution, advertising and use of the Bellecourt name. She emphasises that Bellecourt is prepared to provide access while preserving its luxury positioning. The discussion then turns briefly to a material adverse change provision, including regulatory developments, sanctions and supply-chain disruption, with Bellecourt maintaining that these issues remain manageable.

11:30 AM: Terry emphasised that the six-month period following signing should extend beyond the United Kingdom to cover Europe and North America. He cautioned that an overly broad MAC clause could indicate a lack of trust and cause reputational harm in addition to commercial consequences. The priority was financial certainty during the six-month period between signing and closing. Jamie indicated that if the MAC were triggered within that period, they would accept the agreed consequences, including payment of the applicable break fee.Ash suggests delegating the detailed deliberation about the MAC clause to their counsels some other day, to which Terry agreed.

11:37 AM: The parties continued negotiations on the MAC clause and the proposed six-month period. Sym stressed that a MAC should be triggered only by a tangible risk that subsequently materialises, with the six-month period allowing the parties to verify the representations and warranties and ensure the Grand Cru recipe remains satisfactory. Terry clarified that the proposed liquidity mechanism concerned shareholders entering an investment horizon rather than a conventional exit. Monarch proposed a hybrid structure accommodating institutional investors seeking liquidity while allowing others to retain shares. The parties agreed that the SFS exchange would be based on mutually agreed valuations, with Jamie accepting the approach. Terry reiterated the need for an independent auditor, and the parties agreed against imposing rigid boundaries on the mechanism. The parties expressed appreciation for the constructive progress made and the flexibility shown on both sides. They concluded the discussion with a shared understanding of the broad framework and agreed to continue refining the remaining details.

NR 7 | Team Code 134 v Team Code 135

10:35 AM: The meeting opened on a warm note, with both sides introducing themselves and exchanging pleasantries. Bellecourt acknowledged the value of Monarch’s scale and distribution reach, while Monarch stressed that the deal carries a personal significance beyond the commercial opportunity. Monarch spoke about giving its customers greater access to premium chocolate through wider shelf space, while also recognising the years of work behind Bellecourt’s identity. Protecting Charlie Bellecourt’s legacy and the confidentiality of the Grand Cru recipe emerged as an important starting point. Monarch also stressed the need to avoid assumptions and understand the different cultures and priorities at the table.

10:50 AM: The discussion moved to the more sensitive question of sub-licensing the Grand Cru recipe. Bellecourt proposed a committee to oversee any such decision, while Monarch sought clarity on its composition and pushed for independent external directors. Monarch said any sub-licensing would require the committee’s affirmative vote and would remain within the group, limited to specific, curated products rather than mass-market use. Bellecourt, however, remained concerned about commercial regulation, minority stakeholder interests and, most importantly, preserving its luxury reputation. While Bellecourt appeared willing to discuss the ownership threshold for board representation, it remained unwilling to concede on sub-licensing.

11:05 AM: Bellecourt signalled a willingness to find middle ground, noting that otherwise the discussion risked going in circles. It offered to reduce its request for two directors to one, which Monarch welcomed as a step towards compromise. On sub-licensing, Monarch proposed a tiered access model for selected products across other group subsidiaries. Bellecourt identified four reserved matters: sub-licensing, third-party use, disclosure of the recipe and modifications to it. While it was comfortable discussing the other three, it maintained its position on sub-licensing. The discussion then shifted to the palm oil emulsifier, with Bellecourt explaining that substitutes were available and that any regulatory disruption was not expected to be immediate.

11:20 AM: The discussion widened from Grand Cru protections to broader minority rights and future flexibility. Bellecourt asked whether Monarch’s position on sub-licensing was a hard line and offered movement on reserved matters in return. The parties also explored regulatory timelines, with Bellecourt seeking up to 6 months to develop alternatives to the palm oil emulsifier, while Monarch proposed beginning R&D immediately alongside a 3-month consultation period. On ownership, Bellecourt continued to seek stronger protection, including 20% tag-along rights, while Monarch proposed corresponding drag-along rights. Bellecourt stressed that, as a minority shareholder, it needed a clear route to exit without being left behind.

11:27 AM: Bellecourt continued to push for stronger protections, including an indefinite reservation over key matters, while Monarch offered the role of Chief Chocolatier as a possible concession. The ownership discussion remained central, with Bellecourt seeking a 3-year lock-in alongside 20% tag-along rights at the proposed 18% holding. Monarch maintained a 15% threshold for drag-along rights and resisted committing to the tag-along proposal immediately, saying the details needed consideration. Bellecourt then offered an exclusive licence to use Grand Cru, without sub-licensing unless approved by Bellecourt’s board, alongside pre-emption rights. Monarch would retain control over how it uses the recipe within those limits.

NR 6 | Team Code 124 v Team Code 108

10:30 AM: Terry opens warmly, recalling their first meeting and expressing concern over the CEO's declining health. He stresses that Bellecourt is close to their hearts and that they must retain a seat at the table, emphasizing that Bellecourt is a tightly held company and that shareholder interests must be protected. SY explains his facilitating role as counsel, noting the confidentiality of discussions and the client's authority over final decisions. Jamie agrees, and the client reiterates concern for Monarch's shareholders and hopes for a successful negotiation. Jamie outlines their agenda, covering Russian sanctions and rights, while SY adds governance and control, and stresses the need for mutual understanding regarding the sanctions.

10:45 AM: SY declines to discuss sanctions, so Terry moves to share issuance details. Ash raises liability and indemnification, while Jamie covers IP rights and SFS exchange; SY calls the Russian issue non-central. Terry addresses the Grand Cru recipe's future use, and Ash discusses supply chain expansion and sub-licensing, seeking trade secret confidentiality. After clarification, Jamie confirms sub-licensing stays within Monarch's group, earning royalties with taste clearance. Terry stresses quality control and regulatory hurdles, while Jamie proposes limiting sub-licensing to select subsidiaries, subject to board approval. Terry insists on a non-negotiable Bellecourt board seat and Monarch cites the 18% SFS exchange, offering limited representation, and resists full disclosure to subsidiaries.

11:00 AM: SY warns the deal cannot proceed without sufficient licensing say, and Terry adds he needs full information for shareholders. Ash assures the Bellecourt brand stays protected via a limited-edition approach, with duration tied to market receptivity. Terry values the exclusivity framework and raises voting rights while Jamie offers only an observer seat with veto on Grand Cru matters, which Terry contests before softening tensions. Moving to regulatory issues, Ash raises palm oil/emulsifier restrictions. Furthermore, Terry cites two alternatives, a 6-month testing timeline, and offers a 9-month signing extension. Jamie insists on a 12-month termination clause if unresolved; Terry proposes scientist supervisory visits.

11:15 AM: Ash confirms environmental concerns and proposes a clause allowing progress if cleared publicly within 6 months, which Terry rejects as too vague for shareholder trust. Jamie offers a 3-month cure period post-issue, calling the NAC clause non-negotiable; SY explains it while suggesting segmented access suffices. Jamie proposes a narrower NAC clause with full scientist collaboration access, which Terry accepts, tabling further NAC discussion. Both sides agree only on the wait-period extension and scientist collaboration; further talks are deferred to the next round. Terry accepts the 18% figure but flags interest in greater future value from potential new acquisitions.

11:22 AM: Terry raises concerns about future leadership devaluing Bellecourt amid equity dilution risks. Discussion shifts to involuntary indemnity- Ash clarifies it covers pre-agreement acts, while Jamie adds concerns about regulatory compliance, particularly regarding Russia. SY notes this remains the main tension, deferring it for future discussion. Terry explains Bellecourt's multi-country regulatory complexity makes full resolution premature. As talks conclude, Terry reflects on the sentimental weight of CEO Charlie Bellecourt's declining health, leaving remaining details to lawyers. Both parties reaffirm their positions, express optimism for future negotiations, and part on warm terms, with Terry proposing they exchange chocolates after the meeting.

NR 5 | Team Code 126 v Team Code 130

10:28 AM: The teams began with a warm welcome and general introductions. The discussion then addressed differences in communication styles arising from their respective cultural backgrounds, with both sides emphasising the importance of open, grounded listening and maintaining confidentiality throughout the negotiations. Bellecourt expressed its satisfaction with the proposed partnership and highlighted the potential benefits of combining the parties’ respective strengths to build a formidable relationship. Bellecourt also appreciated the cultural sensitivity demonstrated by Monarch during the discussions.

10:43 AM: The discussion continued with Monarch highlighting its scale, product quality, and ability to ensure a smooth and reliable supply to consumers. Monarch also acknowledged Bellecourt’s heritage and authenticity, emphasising how its operational efficiency could complement Bellecourt’s strengths and create a commercially viable and productive partnership. Monarch stressed the importance of establishing a long-term relationship founded on mutual interests and reaching an amicable settlement. Bellecourt, meanwhile, reiterated the significance of its legacy and the need for adequate safeguards. The parties discussed establishing a clear set of agendas, with the protection of the Grand Cru recipe identified as the primary concern.

10:58 AM: The teams then discussed the protection of the Grand Cru recipe while ensuring commercial flexibility, identifying this as the first agenda item, followed by the regulatory framework. Bellecourt assured the parties of its good faith and expressed a preference for resolving concerns without resorting to litigation, while Monarch reaffirmed its commitment to commercial flexibility. General Counsel SY Marchand inquired about the protections available to Bellecourt, while Terry Bellecourt reiterated the importance of safeguarding the recipe, brand image, and luxury positioning. Monarch proposed a royalty-based mechanism, which Bellecourt considered, while also raising concerns about the distribution of benefits. Monarch further discussed the importance of preserving brand identity.

11:13 AM: Terry Bellecourt inquired about Monarch’s expectations from the partnership, while Monarch reiterated concerns regarding the protections available to Bellecourt. SY Marchand emphasised the need for effective governance, regulatory safeguards, and veto rights. Monarch proposed sublicensing, which prompted Bellecourt to seek clarification. SY Marchand considered the proposed royalty figure premature and suggested a sunset clause. At the judges’ direction, the parties moved forward. Monarch raised concerns regarding the palm-oil emulsifier, and Bellecourt proposed two substitutes, a six-month transition, and fortnightly updates. Monarch then proposed a material adverse change clause and exit mechanism, which Bellecourt considered overly harsh.

11:20 AM: Monarch emphasised the importance of a material adverse change clause in light of regulatory changes and restrictions concerning palm oil. Terry Bellecourt, however, steered the discussion towards trust and good faith. Jamie Hartley emphasised the importance of avoiding critical decisions during the final moments of the negotiation and began the concluding remarks. The parties expressed appreciation for the productive and fruitful session despite not reaching a confirmed consensus. They agreed to reconvene in a few weeks, recognising the breadth of the transaction and the significant potential of the partnership for both businesses. 

NR 2 | Team Code 112 v Team Code 101

10:35 AM: The teams enter and exchange warm greetings before taking their seats. Ash Osei, CEO of Monarch Snacks Group plc, arrived with General Counsel Jamie Hartley, while Terry Bellecourt, CEO of Bellecourt Chocolatier Limited, was accompanied by counsel SY Marchand. The atmosphere was cordial as both sides introduced themselves and briefly acknowledged the purpose of the negotiation. The judges welcomed the teams and outlined the proceedings before inviting the parties to begin. Bellecourt opened the negotiation and spoke about its heritage, explaining that the business was founded in 1918 and had grown into an internationally recognised brand while remaining self-funded and independent. The team emphasised that its brand and reputation remained central to the business. Bellecourt then outlined its interest in a partnership that could expand distribution while allowing its shareholders to retain an ongoing economic stake. 

10:50 AM: Bellecourt stressed that its chocolate brand should not be coupled with Monarch’s cereal or snacks businesses, as it did not want customers to perceive the products as mass-produced. The team clarified that its involvement could not be limited to an observer role, seeking a voice on the board and a say in key decisions concerning the Grand Cru recipe and brand protection. Monarch raised concerns about palm oil use in light of food safety regulations in its markets. Bellecourt agreed to modifications and noted that its R&D team was exploring alternatives. The parties discussed termination provisions and MAC clauses.  

11:05 AM: Monarch welcomed Bellecourt’s compromise on regulatory protections. Discussions then focused on veto rights, with Bellecourt seeking one nominated director at a minimum 5% shareholding, while limiting veto rights strictly to the chocolate business and Grand Cru recipe. Monarch indicated the 5% threshold was acceptable, though counsel would circle back, and noted Bellecourt could remain above it. Bellecourt also proposed flexibility to change the share ratio on a share-for-share basis, including in view of a possible future Monarch IPO. The parties then discussed recipe consideration, including royalties, NDAs, and compensation reflecting incremental future value and profits.

11:20 AM: Bellecourt indicated that it remained premature to discuss figures for the recipe consideration and proposed an auditor with an agreed methodology to guide valuation. Monarch welcomed this and noted that setting priorities could preserve alignment. Bellecourt sought clarity on pre-emption rights concerning share issuances and transfers and emphasised safeguards, to protect the recipe and prevent dilution of the transaction’s purpose. Employee protections were discussed, for recipe-related manufacturing staff, with both sides agreeing to address employment matters. Monarch raised sanctions concerns regarding Bellecourt’s Russian business. Bellecourt confirmed it had exited following due process and scrutiny, and operations were closed. 

11:27 AM: Bellecourt raised the possibility of a lock-in period, with both sides agreeing that the remaining details could be discussed further at a later stage. Monarch then summarised the negotiations, noting that the parties appeared to be broadly on the same page and had successfully worked through the initial stage of the discussions. Both sides expressed a genuine intention to continue working together and maintain a positive relationship going forward. It was agreed that specific financial matters, including intellectual property rights, numbers and royalty arrangements, would be addressed in subsequent discussions as the parties continued moving towards a final agreement.

10 AM: Preliminary Round 1 will begin shortly across 10 Negotiation Rooms (NRs).

Preliminary Round 1 Problem Summary

Monarch Snacks Group plc ("Monarch") is a London-based food and confectionery conglomerate with a market capitalisation of approximately £4.2 billion and operations in more than 40 countries. Its wholly owned subsidiary, Monarch Confections Limited, accounts for around 30% of group revenue. Although Monarch is strong in mass-market confectionery, it has struggled to enter the premium and luxury chocolate market. A strategic review completed in January 2026 concluded that acquiring or investing in an established luxury chocolatier was the most efficient route into that market.

Bellecourt Chocolatier Limited ("Bellecourt") is a privately owned luxury chocolatier founded in 1978 and headquartered in Edinburgh. It has an international reputation for handcrafted chocolate and annual turnover of approximately £38 million. Its most valuable asset is its proprietary "Grand Cru" recipe, developed in the early 1980s using cacao sourced exclusively from smallholder farms in Ecuador and Madagascar. The recipe has never been licensed to a third party and is protected by trade secret law and strict internal confidentiality protocols. The Bellecourt family holds approximately 65% of the company, with institutional investors holding the remaining 35%.

Bellecourt is led by CEO Terry Bellecourt, who expanded its international distribution, particularly in India, the Middle East and Russia. The company lost its Russian business following the Ukraine war and US and UK sanctions from 2022–23, and an attempted sale attracted regulatory scrutiny. Institutional shareholders have increasingly sought a liquidity event, while concerns have also arisen from Charlie Bellecourt's deteriorating health and supply-chain disruptions caused by the Middle East crisis in early 2026.

The proposed transaction arose after Monarch CEO Ash Osei met Terry Bellecourt at the International Chocolate and Confectionery Expo in London in March 2026. By May, Monarch had proposed a share-for-share exchange, under which Bellecourt shareholders would exchange their entire shareholding for newly issued shares in Monarch Confections. Bellecourt would become a wholly owned subsidiary of Monarch Confections, while its shareholders would receive approximately 18% of Monarch Confections, with the exchange ratio still to be agreed. The structure is intended to preserve the shareholders' connection to the confectionery business and facilitate enforcement of restrictions concerning the Grand Cru recipe.

Bellecourt's shareholders are broadly receptive because the deal offers diversification, continued economic participation in Bellecourt's business and access to Monarch's US and Japanese distribution networks. However, significant points of contention remain unresolved. Following an initial call on 14 May 2026, both parties appointed legal and financial advisers and scheduled an in-person negotiation to resolve the outstanding issues before a term sheet is finalised. The negotiation will involve Monarch's CEO and General Counsel, Ash Osei and Jamie Hartley, and Bellecourt's CEO and General Counsel, Terry Bellecourt and SY Marchand.

7:48 PM: Concluding the panel discussion, Dr Aparajita Bhatt thanks the panellists and participants for an engaging session and wishes everyone the very best for the competition ahead. Aravind Sundar concludes by thanking the panelists for the intellectually invigorating panel discussion on M&A.

7:22 PM : The session is drawing to a close with some powerful lessons from years of M&A experience. The panel stressed that warranties should be aligned with the moment when risk transfers to the buyer, while known risks may need to be addressed through indemnities, price adjustments, insurance or, if severe enough, walking away from the deal. A particularly valuable takeaway was the importance of negotiating a sufficiency of assets warranty, ensuring the buyer actually receives everything needed to operate the acquired business.

Mark Bardell highlighted consideration and completion-account mechanics, cautioning lawyers not to leave complex financial adjustments entirely to accountants; understanding the numbers is essential to drafting and negotiating effectively. The overarching message that was set out was that M&A is not merely about valuation and documentation. Deal structure determines how value is created, how risk is transferred, and how much flexibility the parties retain after closing.

Dr Aparajita Bhatt then turns the session over to the participants, opening the floor for an engaging round of questions and inviting the audience to join the conversation.

7:05 PM : Moving on, Siddhartha Shukla turns the discussion towards the nature of the buyer and the seller, and the structural choices that arise in an M&A transaction. He explores whether a deal should be undertaken at the subsidiary or parent level, depending on the assets involved and the location of the buyers. Elaborating further, he explains that while an asset-based transaction allows parties to cherry-pick specific assets, it also carries the risk of inadvertently leaving something important behind.

6:49 PM: The panel discussion begins with Mark Bardell sharing opening remarks. Turning to the practicalities of M&A, Bardell outlines two key aspects that shape the structure of a transaction. He highlights the importance of understanding the nature and priorities of the business, while also emphasising the need to anticipate the applicable regulatory framework. He particularly underscores the role of government regulations in determining how an M&A transaction is ultimately structured. In addition to this, Gunjan Shah reinforces the importance of optionality in M&A transactions through a real-life situation, illustrating how having different possibilities and approaches at hand can prove crucial while navigating the complexities of a deal.

6:36 PM : The Student Co-ordinator, Aravind Sundar, plays the introductory videos of Herbert Smith Freehills Kramer and National Law University, Delhi. The opening ceremony now comes to a close as the panel discussion begins, titled “‘Practitioners’ Masterclass on M&A”. The panelists for the same are, Mark Bardell, Siddhartha Shukla and Gunjan Shah, with the moderator being Dr Aparajita Bhatt.

6:27 PM : Now Siddhartha Shukla, Partner, HSF Kramer LLP addresses the room. He warmly welcomes the gathering and reflects on the journey that led to the creation of the HSF Kramer - NLU Delhi International Negotiation Competition. Shukla introduces Dr Daniel Matthew as the true father of the INC and thanks him for all his contributions to the competition. He also thanks the NLU Delhi Vice Chancellor, Registrar, students and volunteers for all their efforts and support towards organising the 11th edition of the INC.

Reflecting on the complexities of negotiating with people from different cultural backgrounds, Shukla encourages participants to connect and make the most of the diverse gathering. Turning to the growing role of AI, he observes that while technology is transforming various aspects of professional life, the human element at the heart of negotiation cannot be replaced.

6:25 PM: Mark Bardell, partner at HSF Kramer, is now invited to address the participants. He also extended a warm thanks to Prof (Dr) G.S Bajpai and Prof (Dr) Risham Garg for their constant support in organizing this competition. He welcomes the participants and reflects on the opportunity the competition presents to learn and experience the art of negotiation. He highlights the chance for participants to interact with people from across the world, exchange perspectives, and learn from one another. Extending his gratitude to everyone involved in bringing the competition together, he wishes all the participants the very best for the rounds ahead.

6:19 PM: Prof (Dr) Risham Garg, Registrar, NLU Delhi, takes the stage and addresses the participants and guests. He extends a warm welcome to Mark Bardell and Siddhartha Shukla, partners at HSF Kramer LLP. He applauds the longstanding partnership between NLU Delhi and Herbert Smith Freehills Kramer, highlighting the collaboration that has helped shape the International Negotiation Competition into a significant platform for aspiring negotiators. The event proceeds with the felicitation of the panellists with a preamble.

6:16 PM: Aravind Sundar and Kashish Jumani, the Student Co-ordinators, extend a heartfelt welcome to the guests and participants to Delhi and the competition. Aravind introduces the competition and its history as well as the members of the panel discussion.

3:00 PM: At the academic block, participants, organizing committee members and volunteers are hustling about as the registrations commence. Participants greet each other and interact with one another whilst everyone prepares for the inauguration ceremony and panel discussion.