1. CASE STUDY 2015 CLTP – Harare
What they did not teach you in law school

2. Copper Company, Inc.
Makes and sells copper and brass kitchenware products using proprietary processes
Recently re-incorporated in Ireland via an inversion
Stock traded on NYSE
HQ in NYC
Retail stores located in US and Canada; factories in Mexico and Germany
FY 2014 net revenues of $140M on gross revenues of $1.64B
Over 20,000 employees worldwide, proudly non- union

3. Copper Company, Inc. PWC is outside auditor; FY ends 12.31
Management has announced international expansion plan
Activist Investor has just acquired 5% of its stock and has asked for a meeting with management

4. Copper Company, Inc. President and Chief Executive Officer
Ben (Deal a Minute) Kalu
President and Chief Executive Officer
Started with Copper Company as an analyst (1974)
Born 1958 in Zamunda
Ph. D. CalTech in Theoretical Physics 1995; Masters, Brown University, BA, Holyoke College, Applied Mathematics (1979).
While at Holyoke started a computer company called Cherry and sold it to Japanese investors for $10 million
Favorite Saying : “Go Big or Go Home”

5. Copper Company, Inc. Warren Goldenberg
Executive Vice President and General Counsel
Harvard Law School (1981)
Williams College (1979)
Author, “Closing the Deal” and “Pigs Get Fat, Hogs Get Slaughtered”

6. MINECO, INC. Owns and Operates a Zinc and Copper Mine in Zamunda
Privately traded company controlled by 4 shareholders
Mineco is a member of Common Market for Eastern and Southern Europe (COMESA)
1,500 employees, small HQ staff of 20

7. MINECO, INC. Electricity supply is questionable.
Major capital expenditure required to update safety features in mine.

8. BIG A$$ DOLLARS INVESTMENT FUND
Closed End Investment Fund targeting Africa
Incorporated in Cayman Island
Investment Objective _ to earn capital growth and income through value, arbitrage, and special situation investments. Open to equity, debt and other interests
4 person investment committee assists management in review and consideration of potential investments

9. BIG A$$ DOLLARS INVESTMENT FUND
Closed End Investment Fund targeting Africa
Incorporated in Cayman Island
Investment Objective: to earn capital growth and income through value, arbitrage, and special situation investments. Open to equity, debt and other interests

10. BIG A$$ DOLLARS INVESTMENT FUND
Run by Donald (The Duck) Ramrod, Known for his legendary deal making skills
4 person investment committee assists The Duck in the review and consideration of potential investments

11. Ben’s 4 X 4 Strategy For Copper Company
Zamunda and Eastern Africa
South and West Africa Australia and Brazil
EEU
United States and Canada
Mexico
China
Zamunda
South Africa

12. Possible Joint Venture Structure
Copper
SPE Entity
(Mauritius)
SPE Entity (Zamunda)
SPE entity
(Deleware LLC)

13. ZAMUNDA
Welcomes Foreign Investors

16. ZAMUNDA
Bilateral Treaties with The Netherlands, Mauritius, Germany, France, Gabon, South Africa but not the Untied States.
Double Taxation Treaties with Mauritius, and South Africa.

17. ZAMUNDA
Companies doing business in Zamunda must be at least 51% owned and controlled by Zamunda citizens.
Zamunda law prohibits the disposition, transfer, pledge, encumbrance and/or letting (i) of a prospecting/exploration licence or a part of a prospecting/exploration licence, mining licence or a part of a mining licence and/or (ii) directly or indirectly transfer of any ownership interest (including shares) in an entity that owns a prospecting/exploration licence and/or a mining licence, without the prior written consent of the Zamunda Minister of Mining. Two years ago, the government passed a law (i) banning any export of copper and zinc ore; and (ii) requiring that these minerals be refined in the country and sold to local manufacturers to stimulate economy of Zamunda and to promote job creation for its citizens ("Beneficiation Laws"). The Beneficiation Laws became operational before commencement of the negotiations between Copper and Mineco.

18. SOME KEY ISSUES TO CONSIDER
Distribution of Ownership Interests ?
How Day to Day and Capital Needs will be Financed ?
How will Day to Day Decisions Be Made ?
What are Exceptional Decisions and How Will They Be Made ?
What are the Key Risks and How will they be allocated ?
How will management be held accountable?
How will profit be determined ?
How and when will profits be distributed ?
Who will Own intellectual property created by the JV?