In-House Counsel: Tackling the Toughest Deals, Part 4

In-House Counsel: Tackling the Toughest Deals, Part 4

All of your hard work to this point will culminate in Step 4 – Negotiation. You’ve prepared yourself and your business partner, and secured a commitment from business and legal on the other side to a system with proven results for closing important deals on tight timeline. However, given the nature of business negotiations, this is also the point where things can easily go awry as a result of delayed approvals or worse, a breakdown in the original agreement. The following suggestions are designed to keep negotiations on track and bring the deal across the finish line quickly and efficiently as promised:

  1. First and foremost, you must keep your commitments. If you don’t lead by example, then it is unlikely that someone will step forward and pick up the slack. It is your plan. Now, execute!

  2. Coordinate with your business partner on securing approvals. If your partner can take ownership for the business items such as price or delivery terms, you can focus on the legal issues – indemnities, warranties and the like. Also, it is always a warning sign when business on either side decides to focus on legal terms and put off the business terms until the end. The underlying business deal must be the driver.
  1. Enlist the support of your executive sponsor if approvals are delayed. This can be accomplished by issuing a daily executive summary or copying the executive sponsor when sending out the open item list. This way, you are not throwing anyone under the bus; rather, you are demonstrating a commitment on behalf of your client to keeping the deal on track. Similarly, if you encounter any resistance on the other side that could spell a deal breaker, escalate this information internally as soon as possible.
  1. If the other side appears to be losing momentum – perhaps they’ve started to miss meetings – do your best to identify the source of the disconnect so that you can address any underlying difficulty as soon as possible. Holding meetings when the other side has lost interest in the underlying business deal serves no purpose. 
  1. If an executive summary must be approved before final execution of the agreement, try circulating interim executive summaries, explaining key issues and the rationale behind any concessions. This will ensure executive buy-in during the negotiation process, keep surprises to a minimum, and help expedite final approvals from all of the stakeholders – legal, finance, technical and executive.                                              
  1. Again remember to keep your executive sponsor in the loop at all times, whether by a daily check-in call or email. You never know when you will need him or her to go to bat for you, especially if exceptions to entrenched corporate policy are needed.

Closing complex deals quickly is possible when all parties on both sides buy-in to the process and follow through on those commitments. The goal is getting the deal done on time. When this happens, you will have proven your value as both a legal expert and business advisor, and delivered tangible value 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: 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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