|
Free review copies of non-English Teacher’s Packages will be emailed upon request. Please contact
chouse@law.harvard.edu
or telephone 800-258-4406 (within the U.S.) or 781-239-1111 (outside the U.S.) SCENARIO: HackerStar, Inc. is a small closely-held corporation that develops and markets software for microcomputers. The six-year-old company was founded by Hacker, a brilliant programmer who is responsible for the company's products and became its manager, and Star, a dentist and computer hobbyist who provided the capital. Hacker and Star are each 50% owners. The company has done moderately well, but now faces a crisis resulting from a dispute between the partners over the ownership and disposition of PowerScreen, a new product developed by Hacker, at least partly on his own time and definitely against Star's wishes. The company lawyer has referred Hacker and Star to separate counsel in order to avoid a conflict of interest. The exercise revolves around the meeting of these lawyers. At issue is the ownership of PowerScreen and the future of HackerStar, Inc. MECHANICS: This exercise is designed as a one-on-one negotiation between lawyers. Individual preparation takes at least two hours; there are moderately extensive financials of potential relevance. Individual preparation can be followed by about an hour of group preparation among the negotiators who will represent each side (in separate negotiations). For the negotiation, allow 45-60 minutes, and 30-60 minutes for review. After having participants negotiate this case, it is often useful to show them (perhaps after a break) The HackerStar Negotiation. In the videotaped negotiation, the principals conducted their own negotiation, with their lawyers assisting. The tape shows an example of fairly good principled negotiation, but still raises questions about goals, tactics, and the outcome. TEACHING MATERIALS: - For all parties:
- General Instructions
- Currently Perceived Choice Tool, Target Balance Sheet, Yesable Proposition, Restraints on Choice
- Role specific:
Confidential Instructions for: - Stanley Star's Attorney
- Allen Hacker's Attorney
- Teacher's package (43 pages total):
- All of the above
- Teacher's Note
PROCESS THEMES: Apologies; Agenda control; Attorney/Client relations; Authority; BATNA; Commitment; Communication; Constituents; Cost-benefit analysis; Creativity; Credibility; Currently perceived choice analysis; Decision analysis; Drafting; Emotions, role of; Fairness; Financial analysis; Information exchange; Interest analysis; Lawyering; Legitimacy; Meaning of "success"; Mediation; Misrepresentation; Objective criteria; Options, generating; Personality; Reality testing; Relationship; Risk aversion; Separating the people from the problem; Systems of negotiation; Threats; Trust; Yesable propositions MAJOR LESSONS: This negotiation presents the opportunity to use a careful analysis of the interests of the parties to craft a recommended agreement to solve a realistic business dispute between partners in a high-tech business. The issues divide more or less neatly between the dispute over PowerScreen, and the question of how to improve the management structure of the company in general (assuming the dispute is resolved). The former seems more of a distributive problem, the latter a joint problem to be solved. The question arises as to which should be addressed first. The negotiation over PowerScreen can be centered nicely around objective criteria or, alternatively, addressed in a more positional manner. How to reestablish a good working relationship between the disputants is a key question vital to the long-run success of this negotiation. Representatives of Hacker and Star in this negotiation clearly have limited authority. It is important to explore the question of exactly what the product of the lawyers' meeting should be. Participants may opt to recommend arbitration or some other form of third party intervention in the event that they, or their clients, cannot resolve the PowerScreen problem. The question of BATNA should be clearly addressed in advance. If a preparation by side session has been used, preparation and group process issues can usefully be raised when debriefing participants.
|
