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In-House Counsel: Tackling the Toughest Deals, Part 3

Posted by Frank Fletcher on October 5, 2016 at 8:40 PM
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In many ways, Step 3 – Bringing in the Other Side – is the most important component of handling complex deals on a tight deadline. It can also be the most delicate, which is why you must rely heavily on the assistance of your business partner in order to make this happen. In my experience, securing a commitment to expediency from the other side is best achieved by adopting the following approach: 

  1. Ask your business partner to speak with his or her counterpart on the other side of the deal. If they are in agreement about the timeline, your business partner can recommend that both sides engage experienced attorneys who are willing and able to commit to daily meetings and daily revised drafts of the agreement in order to close the deal quickly.

  2. Once their attorney is selected, ask for a private phone call with the attorney so that you can lay out your approach to concluding the agreement quickly. Explain that you would like to meet at a set time each day and that you will volunteer to manage the daily redline and open items list. By doing so, you are promising an organized, packaged solution which will be hard to turn down. Of course, if the other side suggests taking turns with the daily red-line and open item list, accept the kind offer. Likewise, if you establish a rapport with the other attorney, you might suggest that each side strive for a “middle of the road” approach in order to expedite closing. Arguing for one-sided positions on every clause will absolutely preclude the deal from being completed quickly. Once the opposing attorney and all of the business people are in agreement on how to proceed, the plan is a good to go.

  3. When scheduling daily conference calls, I strongly recommend meeting at the same time each day, ideally first thing in the morning (8:00am) before other commitments get in the way. Otherwise, you might spend valuable time just negotiating the next meeting time, at the expense of the momentum you’ve worked hard to create. Similarly, suggest limiting the length of the calls to one hour in order to allow adequate time for you to turn around the red-line and open items list, and for business and legal on both sides to follow-up on open items.

  4. After agreeing to a daily meeting time, you should also block off on your own schedule an hour or two to complete the red-line and open items list. The quicker you turn around these documents, the sooner everyone can start working on their open items. You will also remember more from the meeting by addressing the documents immediately following the call; scribbled notes have a tendency to become less understandable by the minute. If need be, your executive sponsor can help by ensuring you are able to clear such a large block of time. Given the usual day to day distractions, you might even consider sneaking away to a conference room until your writing tasks are complete. Finally, avoid the temptation to check your emails, as we all know what a quagmire emails can become.

The above plan is based on the business and legal teams on both sides being committed to the same goal of completing the deal quickly and efficiently. However, if one side is ambivalent, it will become virtually impossible to close as planned. By proposing a process to help facilitate the closing, and securing buy-in to it from the other side upfront, you are 9/10 of the way toward delivering on your commitments to your client.

 

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: www.linkedin.com/in/frankfletcherprofile. Frank can be reached at ffletcher@outsidegc.com. 

 

 

 

Topics: In-House Lawyers

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