MODULE 1: LEGAL RESEARCH AND ANALYSIS

(KỸ NĂNG NGHIÊN CỨU VÀ PHÂN TÍCH PHÁP LÝ)

Session 1: Legal Research And Analysis

1. How to treat a case: core issue => related issues => related legal provision=> analysis
related legal provision;
2. Definition of law: Anglo - American Law; Continental Law; Vietnamese Law;
3. Legal analysis skills: Syllogism, Exegetical analysis, Reasoning by analogy, Contrario
reasoning.

Session 2: Legal Analysis

1. Legal analysis is answering questions to identify legal issue based on everyday problems.
It is necessary when a customer comes to find help from lawyers.
2. Purpose: find out the legal issues of the case
3. Cornerstone: finding a rule in a law/case or devising a rule based on analogous cases.
4. 4 steps for legal analysis:
(1) identify legal issue;
(2) find relevant law and cases;
(3) analyze them to find the rule;
(4) Apply the rule to the Facts and predict the Outcome.

Session 3: Legal Issues

1. Legal issue definition: a question about what the law means or how (or whether) it applies
to the facts of a particular situation;
2. Identify legal issues (3 steps):
(1) Identify the claim;
(2) Identify the elements of the claim;
(3) Determine whether your client's facts satisfy the elements of the claim.
3. Analyzing legal issues (3 steps):
(1) Finding similar cases;
(2) Identify a rule that explains the holdings in those cases;
(3) Apply that rule to your situation to predict the outcome.
 MODULE 2: LEGAL WRITING
(KỸ NĂNG VIẾT CHUẨN PHÁP LÝ)

Session 4: Writing For Readability

- The key factor in writing that is easy to read is being attentive to your readers.
- Basic principles:
1. Arrange sentence components properly:
+ Put the main components of the sentence close together, the secondary information
is placed around the main sentence;
+ Put information that is familiar or prepares the reader for new or more important
information at the beginning of the sentence;
+ Short comes before long in a sentence.
2. Keep sentence short
3. Make connections parallel
4. Focus each paragraph on a topic sentence
5. Prefer the active to the passive voice
6. Write concisely: eliminate verbosity and redundancy
7. Write in the affirmative, not the negative
8. Use an appropriate tone.

Session 5 + 6: Legal Writing

1. Legal writing = legal reasoning + expression
- Identify who is my audience/reader in order to establish a suitable writing tone.
- Legal writing used to involve unnecessarily sophisticated vocabulary, vague
expressions.
2. General rules:
- Be concise and clear
- Refrain from vague expression
- Use correct legal terms
- Avoid unnecessary words
- Use active voice
3. There are 3 types: Predictive; Persuasive; Preventive
4. Legal memorandum
Common format I-(F)-R-A-C
- Issue: Finding the correct issue helps you predict the most likely correct outcome of the
case.
- Fact: Legally important facts; background facts; emotional facts => must be in a
chronological manner
- Rule = a very short case brief + the overall rule we learn from the case.
- Application
 - Conclusion

5. Quotations
- Create an assertive lead-in for your quotation.
- Only quote important data
- Block quotations – a whole separately quoted paragraph: Do not put them in quotation
marks
6. Citation
- A precedent citation normally consists of the plaintiff v. defendant’s last name, the case
number, and the year.
- You can move citations to footnotes to avoid clutters.
- After the first mention, you can refer to the case with the plaintiff’s name.
7. Legal analysis in a memorandum
- Civil law analysis: apply the law to the facts of the case
- Common law analysis: Compare the facts of the case to the precedent(s)
● Analogy – Similarities between your case and the precedent(s)
● Distinction – Differences between your case and the precedent(s)
- General rules:
● Divide your arguments into paragraphs.
● Avoid lengthy sentences.
● Use terms of art strategically.
● Begin your paragraph with a topic sentence.
● Be assertive: order your analysis from the strongest to the weakest argument.
 MODULE 3: NEGOTIATION
(KỸ NĂNG ĐÁM PHÁN VÀ GIAO TIẾP)

Session 7: Negotiation & Case Analysis Theory

I. 3 phases of negotiation:
(1) Preparation: fundamental important;
(2) Bargaining: usually not as planned due to counterparty’s behaviors, fresh information,
new strategy, etc;
(3) Closure: conclude your negotiation, and show the parties’ commitment to the
negotiated outcome.
II. Fundamental concepts
(1) Negotiation styles:
● Collaborative - both parties are competitive;
● Distributive style: one is competitive, the other is passive;
● Passive - both parties are passive.
(2) Intended objectives;
(3) Interests and position;
(4) Wants vs needs;
(5) Sharing the pie;
(6) Currencies;
(7) Concessions;
(8) BATNA, WATNA, DSP;
(9) Power/Leverage;
(10) Opening offer.
III. Case analysis
(1) Fact gathering: Legal issues, Commercial issues, and Emotional issues;
(2) Establishing legal position;
(3) Options.

Session 8: Bargaining Techniques & Tactics

1. Active listening:
- Lắng nghe để thu thập thông tin, đồng cảm
- Chú ý những chi tiết nhỏ, eye contact
2. Đặt câu hỏi - đặt câu hỏi mở (open-ended questions)
3. Ngôn ngữ cơ thể (body language)
4. Highball/ Lowball
5. Bogey
6. Snowballing/Snow job
7. Good Cop/Bad Cop:
8. Take it or leave it:
 9. Chicken tactic
10. Dealing with tactics

Session 9: Negotiation Practice

MODULE 4: CONTRACT DRAFTING AND REVIEW

(KỸ NĂNG SOẠN THẢO HỢP ĐỒNG)

Session 10: Guides To Legal Memoranda - Do’s and Don’ts

(Kỹ năng soạn thảo bản tư vấn pháp lý)

Session 11: Anatomy of common terms in shareholders’ agreement

(Những điều khoản cơ bản của thỏa thuận cổ đông)