CORE ISSUES:

DORAN MARTELL (REQUESTING PARTY) Financial losses and backlash from profit-
oriented investors: Doran Martell is concerned about financial losses and investor backlash
caused by delays in negotiations and hindering profits.
EDDARD STARK (RESPONDING PARTY) Jon Snow’s hesitation to engage a third party:
the issue at hand is Jon Snow's potential resistance to involving a third party, like Lannister
Venture Capital, in the operations of the proposed Holding Company
GOALS OF THE PARTIES:
DORAN MARTELL (REQUESTING PARTY)
1. Securing a Fair Share and proportionate influence: Doran Martell seeks equitable ownership
and significant influence over Heartsbane Inc., particularly considering the potential Holding
Company formation.
2. Exclusive Contact with Investors: Heartsbane Inc. should refrain from engaging with other
investors while these negotiations are ongoing and in future.
3. Two-Month Timeframe: Urgent negotiations must conclude within two months due to
investor expectations and competitive demands, necessitating prompt decision-making and
term resolution.
EDDARD STARK (RESPONDING PARTY)
1. Leveraging Doran's Expertise and Experience: Eddard Stark acknowledges Doran Martell's
valuable expertise and aims to leverage his venture capital experience to navigate Heartsbane.
2. Avoiding Doran’s involvement in the negotiations with Jon Snow: Eddard's aim is to assure
Doran that creating the Holding Company won't impact his future decision-making authority
at Heartsbane Inc.
3.Separate Negotiations for Directorship: Eddard aims to negotiate directorship in the holding
company separately to minimize Doran's ownership involvement in it.
LIST OF OPTIONS
DORAN MARTELL (REQUESTING PARTY:
BEST COURSE OF ACTION: A public WORST COURSE OF ACTION: The
announcement detailing Doran’s findings worst-case scenario for Doran Martell be a
during due-diligence to explain the failure of no-deal with Heartsbane Inc. which would
the deal, may erode investor confidence, result in financial losses, investor backlash,
leading to a loss of financial loss to and damage to his reputation.
Heartsbane.
EDDARD STARK (RESPONDING PARTY:
 BEST COURSE OF ACTION: To WORST COURSE OF ACTION: All other
successfully enter into a contract with one of investors withdraw for the same reasons as
Doran's competitors who presented attractive Doran Martell, leaving an IPO as the only
investment offers, providing Heartsbane Inc. viable option for Heartsbane Inc., resulting in
with the necessary funds for its growth and Share Capital dilution.
development.
PARTY RELATIONSHIP
DORAN MARTELL Doran Martell EDDARD STARK Eddard Stark sought
actively sought startups for Lannister VC, investment from a prominent venture capital
playing the role of an investor. Conflict firm, establishing a typical founder-investor
emerged as due diligence revealed Eddard relationship. Initially aligned, Eddard Stark
Stark's plan with a Qarth angel investor to and Doran Martell encountered a divergence
form a holding company, causing distrust and in negotiations when Eddard proposed a
conflict with Doran. holding company for Heartsbane Inc.

POSSIBLE PROPOSALS
DORAN MARTELL (REQUESTING PARTY)
1. Prominent shares in the holding company: Doran Martell proposes to adjust the shares
offered to him for his advisory expertise 5% to 0.1% in exchange for prominent shares in the
holding company.
2. Negotiation/Mediation with Jon Snow: Doran Martell is willing to participate in negotiation
or mediation proceedings with Jon Snow if the need arises.
3. Debt Financing in Return for Board Seats: Doran is willing to offer debt financing to
Heartsbane Inc., in return for board seats in the holding company, with the seat count open to
negotiation for flexibility in the deal.
EDDARD STARK (RESPONDING PARTY)
1. Directorship for Doran: Eddard is willing to offer Doran a seat as an independent director in
the holding company. This would allow Doran to have a direct role in the decision-making
processes.
2. Equity in Heartsbane: If Doran remains uncomfortable with independent directorship,
Eddard can suggest offering Lannister VC 10% equity in Heartsbane Inc., instead of the agreed
5%, as compensation for their advisory services.
3. Involving Jon Snow: In case Doran is still not satisfied, Eddard can suggest involving Jon
Snow in the negotiation. Eddard would offer Doran ownership of up to 2.5% of equity shares
in the holding company thereby, letting Doran become a regular director in the holding
company.
STRATEGY
Mediation strategy:
The mediator must facilitate constructive dialogue, maintain impartiality and confidentiality,
align issues for mutual benefit, and help parties acknowledge each other's interests, prevent
prolonged conflict, explore solutions, and encourage settlement and future collaboration
through joint sessions.
Negotiation strategy: Doran Martell
Opening Statement: The requesting party stresses the importance of a friendly resolution,
considering the time constraints and Heartsbane's three-year exit plan to avoid competition
from other Venture Capitalists.
Intermediary Stage:
1. Equity Reallocation for Advisory Influence: Doran suggests reducing his Heartsbane Inc.
equity from 5% to 0.1% in exchange for influential shares in the holding company, with an
option to purchase at a discounted rate, emphasizing his commitment to advisory expertise.
2. Debt Financing for Governance Representation: Doran offers debt financing to
Heartsbane Inc. in return for board seats in the holding company, with the number of seats open
for negotiation, highlighting his active governance involvement.
3. Collaboration with Jon Snow in Resolution: Additionally, Doran is open to participating
in negotiations or mediations, showing his dedication to a harmonious resolution aligning with
all parties' interests.
Negotiation Strategy: Eddard Stark
Opening Statement: the catharsis and chaos of involving Doran in negotiations with Jon Snow
and their willingness to consider Doran's proposals while also remaining open to negotiating
practical alternatives.
Intermediary State:
1. Offering Directorship in Holding Company: Eddard presents an opportunity for Doran
to become an independent director within the holding company, enabling direct participation
in decision-making processes.
2. Augmented Equity Stake in Heartsbane: To incentivise the independent directorship,
Eddard proposes increasing Lannister VC's equity share in Heartsbane Inc. from 5% to 10% in
recognition of their advisory role.
3. Leveraging Jon Snow's Involvement: If dissatisfied, Eddard proposes involving Jon Snow
and offers Doran up to 2.5% equity in the holding company for a directorial role.

Conclusion of proceedings: Both parties, once they reach a consensus, strike a deal that
secures Heartsbane’s future aided by Doran’s expertise and capital influx.