Soft Skill_China Related M&A Transactions: A Legal Perspective, March 14^th-15^th

 Prof. Dr. Guan Yunxiang

Merger and acquisition (“M&A”) is a type of transaction that encompasses many interesting legal and commercial aspects. This lecture will provide EMBA students with an overall understanding, from a legal perspective, about how China related M&A transactions are handled. This lecture analyzes such important topics as transaction procedures and structuring issues. It also offers in-depth discussions on key legal documents used in M&A transactions, including such as confidentiality agreement, letter of intent, legal due diligence questionnaire and report, share purchase agreement, etc. Through case studies and in-class discussions, students will have the opportunity to apply knowledge that has been acquired in the course.

Dr. Scott Guan is a partner of Zhong Lun’s Shanghai office. Dr. Guan has extensive experience in mergers and acquisitions, PE and capital markets, resolution of complicated cross-border disputes, and general corporate, contract, IP and business advice. Dr. Guan is recommended by Chambers in Asia Pacific and has been continuously recognized by The International Who's Who of Business Lawyers and other professional publications as a leading business lawyer in China.

Dr. Guan’s clients are in various sectors including manufacturing, chemical products, technology, telecom, Internet, online game, publication, education, entertainment and sports, natural resource, energy, distribution and retail, construction, real estate, financial service, private equity investment, and professional service. Dr. Guan's representative experience includes acting for Fortune 500 companies in acquiring shares and assets of state-owned and private companies in China, advising multinationals on establishing Chinese holding companies and on subsequent internal restructuring, advising VC and PE firms on investment projects, assisting Chinese companies to list on overseas stock exchanges (including Shanda Games’ NASDAQ IPO in 2009 raising US$1 billion), assisting clients to negotiate and draft complicated commercial contracts and transaction documents, assisting foreign investors to set up and operate business in China, and assisting Chinese companies in outbound investment and providing structuring and tax planning advice.

Dr. Guan has broad experience in the resolution of complex international disputes through arbitration, litigation, mediation and negotiation. He has significant experience in disputes arising from complicated commercial contracts, share and asset acquisition agreements, joint venture contracts, IP license and transfer and purchase contracts. Dr. Guan is retained as an arbitrator by the Shanghai Arbitration Commission

Dr. Guan holds engineering and law degrees from both Chinese and Canadian universities. He has practiced law with leading Chinese, Canadian and British law firms in Shanghai, Toronto and Hong Kong. In addition to his practice, Dr. Guan has lectured and written on a number of topics in the commercial law area, and has published articles and two books. He is an adjunct professor of Fudan University Law School and sits on the board of a number of Chinese subsidiaries of North American and European companies.

Marketing Management, March 16^th -19^th

 Prof. Dr. Han Zheng

This course aims to provide an in-depth understanding of the key concepts, tools and applications of contemporary marketing. It combines both theoretical and practical elements and is intended to help students to comprehend the nature of marketing functions and key areas of strategic marketing. In particular, practical relevance of marketing within the Chinese context will be elaborated in-depth. Case studies and a guest lecture will further enrich the course with practical insights. The ultimate goal of the course is to help students to grasp unique challenges and opportunities an international company has to face for achieving its long-term corporate objectives through strategic marketing management. A final individual project will round off the link between theory and practice.

Prof. Han Zheng is HANIEL Group Chair Professor in Marketing and Entrepreneurship at the Sino-German School of Postgraduate Studies (CDHK), Tongji University in Shanghai. He is also visiting lecturer and senior research fellow at the Asia Research Centre, University of St. Gallen and executive trainer of ETH Zurich. On the practical side, Prof. Han serves as Chief Representative in China to a Fortune 500 company and advised several large German companies on their China strategies and market-oriented innovation. He completed his Ph.D. at the University of St. Gallen in Switzerland. As a native Chinese, he studied in at TU Braunschweig in Germany and holds a Master Degree in Industrial Engineering. Prof. Han was a scholar of the Swiss National Science Foundation and a visiting Ph.D. scholar of the China Europe International Business School (CEIBS) in China and the Wharton-SMU Research Centre in Singapore. Before his academic career, he gained relevant practical experience at companies including McKinsey & Company and the Research and Technology division of Daimler in Germany. Prof. Han’s teaching experience include Executive Education Programs of various MNCs and MBA/EMBA courses for renowned international business schools such as ETH Zurich, University of St. Gallen, ESCP-EAP, ESC Rennes, HEC and IESE. His articles appear in journals such as Journal of Knowledge Management, R&D Management, Journal of Change Management, International Journal of Technology Management and top Chinese journals.

The HANIEL Group Chair regularly provides consulting services with support of Chinese and international students to large international companies such as Haniel, Metro Cash & Carry, Media Markt, Volkswagen in areas of market and industry analysis, China-specific marketing strategies, customer survey and service quality evaluation.

 B2B Marketing, March 20^th -21^st

 Prof. Dr. Waldemar Pfoertsch

Waldemar Pfoertsch currently holds the position of Professor for International Business at the University of Pforzheim, and he is a visiting lecturer at the Executive MBA Program of the Liautaud Graduate School of Business-University of Illinois at Chicago, where he has taught International Business and Marketing to Chinese executives.

He received two Master Degrees (Economics & Business Administration) and his Doctorial Degree in social science at the Free University Berlin. He did his post-doctoral work in industrial planning at the Technical University Berlin analyzing global technology transfer. His latest publication in cover the areas of Business-to-Business Marketing, Brand Management and Ingredient Branding, He also published best selling books on Internet strategy, and several articles in German, Chinese and English language on international management issues.

Professor Pfoertsch has consulted for such companies as DaimlerChrysler, HP, IBM, and many medium size corporations in Europe, China and North America in the areas of international marketing and brand management. He is on the advisory board of various companies and non profit organizations.

His other teaching positions had been a Visiting Associate Professor at Kellogg Graduate School of Management, Northwestern University and a Professor for International Marketing at the University of Cooperative Education Villingen-Schwenningen, and Lecturer for Strategic Management at Lake Forest Graduate School of Management.

Prior to his teaching appointments, he was a Management Consultant for international consulting companies. In this position, he has traveled extensively throughout Europe, China, Japan, and North America working with companies in developing international strategies. His earlier positions include being an Economic Advisor to the United Nations Industrial Development Organization where he worked as an advisor to the local governments on how to develop internationally competitive industries. He also worked for many years in the automation industry, serving automotive companies.

Consumer Behavior, March 22^nd -23^rd

 Prof. Dr. Chen Junsong

Consumer behavior is not rocket science, but it is more complicated than that, because human beings are more complicated than the machine. Shortly speaking, this course is to understand why consumers behave in the way they behave. The course involves multiple disciplines including psychology, sociology, behavior science, and marketing of course.

In marketing work, people heavily rely on their experience or intuition, which could often lead to problems. As a marketing manager, you may have to make a choice from a few decision options. For example, if you are a manager of gentlemen clothes store, should you let your store staff show customers suits or shirts first? If you are an automobile sales representative, should you ask your customers to fill the purchase order or do it yourself? If you have to increase the price of a product, should you go for a high price increase plus a small gift or a moderate price increase? If you do a promotion, should you give customers a price discount or a gift? The options in one given decision seemingly have minor differences. You may think it doesn’t matter which one to choose and your choice tends to be based on your experience or intuition. When I asked these questions in the classroom, always half class supported one option and half class supported the other.  In other words, people don’t have clear and solid guideline to justify their decisions, and as a result, which option is more effective is always arguable.

In fact, there are some underlying rationales behind these decisions. Consumer behavior is complicated, but thanks to the development of social psychology and behavior science, we could now gain good insight into the principles of consumer behavior. If you understand these principles, you will know which option is more effective. Some principles may be in line with your experience and some may be against your experience.

The course will consist of two major parts. The first part will focus on the factors which influence consumer behavior at the micro-level. These factors are the things we could control or even manipulate. They include motivation, perception, attitude and learning, which I call it 4D framework, because they are the four most important dimensions to understand a consumer.

When the sales decline, marketing managers always look for answers from 4P. Is there anything wrong with the product? Is the price too high? Am I selling it in the right channel? Is it because the advertising or promotion is not enough? What they should be aware of is that behind each P there is always a C – Consumer. Eventually in many situations, to find out why a marketing stimulus is not effective, marketing managers have to return to consumer study, because it is the consumer who decides to buy or not to buy that product. Therefore, marketers need to check if their marketing stimuli (4P) could appeal to the right motivation, increase consumer attention, improve consumer memory, obtain right interpretation, encourage desirable learning, foster positive attitude and establish customer satisfaction.

The second part will focus the latest findings from Behavioral Economics. In 2002, the Nobel Economics Prize was awarded to the Professor Daniel Kahneman for his Prospect Theory, which addressed how people would make decisions under uncertainty. It reveals the fact that many seemingly correct decision will lead to irrational behavior. The Prospect Theory was first proposed in 1980s and gradually received more and more attention. Researchers and scholars start to realize that many economic, social and even political questions are associated with people’s behavior and could be solved from behavioral perspective. As a result, a new discipline, Behavioral Economics, has been built up. In the second part, we will discuss how cutting-edge research in Behavioral Economics could be applied in the marketing context. The study will help marketing managers better understand consumer decision-making process and design effective marketing and business strategies. Knowledge of these issues can be a significant source of competitive advantage, because they are unknown to most managers and are not taught in most MBA programs.

Dr. Chen is a faculty member of marketing at China Europe International Business School, the leading business school in Asia. Dr. Chen has lectured on Consumer Behavior, Consumer Decision-Making, Chinese Consumers for MBA and EMBA programs from IESE, Mannheim Business School, Leipzig Graduate School of Management, Adolfo Ibanez School of Management, WHU Otto Beisheim School of Management, Central European University, Jesse H. Jones Graduate School of Management, ESCP Europe Business School, AVT Business School, and IPADE Business School. He has consulted for companies and organizations in China and UK.

Dr. Chen’s work has been published in Journal of Business Research, Journal of World Business, Harvard Business Review (Chinese), Journal of Marketing Science, Journal of Brand Management, Journal of Euro-marketing, and Blackwell Handbook of Judgment and Decision-making etc. He is the column-writer for some leading Chinese business magazines including China Marketing and 21st Century Business Review, He is also the author of 15 cases published in Europe Case Clearing House (ECCH). Dr. Chen is a member of American Marketing Association, Marketing Science Institute, and Marketing Research Society. He received the qualification from International Teacher's Program (ITP). He is the Guest editor of Journal of World Business and is also in the Editorial Board of Journal of Global Academy of Marketing Science.

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