In-House Counsel: Tackling the Toughest Deals

In-House Counsel: Tackling the Toughest Deals

As most seasoned lawyers can attest, the toughest deals usually come with the tightest deadlines and a level of complexity that prevents the use of a templated agreement. Although protecting the client’s interests is always the most important priority, what good is that goal if you can’t get the deal done? In this blog series, we will offer 4 tried-and-true steps for getting tough deals done both skillfully and quickly. This advice will be shared over 4 separate posts, starting with the necessary step of preparing yourself. 

Step 1: Prepare Yourself 
Before jumping in to handle the next “rush” deal, look at yourself first and ask a few key questions that will help you to prepare a roadmap to heighten the chances of a successful outcome.

  • Do you understand the business goals?
    The time you invest initially to learn more about the proposed transaction, including the nature of the assets or equity at the heart of it, will enable you to project confidence and take charge of the process on behalf of your client. For example, if this is a technology-based deal, spend time learning about the technology by doing some background research and/or meeting with internal experts such as the Chief Technology Officer, operations team or even the engineers who wrote the code. This knowledge will also allow you to identify potential roadblocks and set a realistic timeline for the completion of the deal.

  • Do you have the specific experience to handle this matter?
    If you have not worked with this business unit in the past, seek out a colleague who may have this particular experience and sit down with him or her to learn more about the client and any similar deals done in the past. The agreements used in those deals can provide a helpful starting point for your own drafting; in some cases, you might be able to repurpose a large portion of a prior agreement, saving valuable time in turning around a first draft. Third party vendors like Lexus/Nexus and Practical Law also offer useful resources to leverage as a starting point.

  • Do you have the time to do this deal?
    Your plate may already be full, but saying no to a client is obviously a well-known taboo. Depending on your own flexibility and the bench strength of your in-house legal team, it might be helpful to ask a colleague to cover for you on other less time-sensitive matters. If you have multiple deals for the same client, you might ask them to prioritize the work you are handling for them. Finally, you could consider recruiting a “second chair” who can help keep the deal on track by taking notes on conference calls, maintaining a list of action items and handling communications on behalf of your team. We will talk more about the importance of this second chair role in a later post in this series.

At the end of the day, the lawyer who asks these initial questions is the one who is best prepared and able to lay out for the client a realistic and time effective plan for getting the toughest deals done. After all, you cannot control what others do each day, but you can take steps to set appropriate expectations and keep your own commitments. By investing time up front, you are putting yourself in place to deliver the efficient results that everyone wants.


Frank Fletcher is a Partner with Outside GC LLC’s California-based team. He has over 15 years of in-house experience in software, digital media and on-line privacy, as well as extensive experience in Asia and Europe. His LinkedIn profile is available at: Frank can be reached at [email protected].



This publication should not be construed as legal advice or a legal opinion on any specific facts or circumstances not an offer to represent you. It is not intended to create, and receipt does not constitute, an attorney-client relationship. The contents are intended for general informational purposes only, and you are urged to consult your attorney concerning any particular situation and any specific legal questions you may have. Pursuant to applicable rules of professional conduct, portions of this publication may constitute Attorney Advertising.

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