Negotiation

What is negotiation all about?  A one-word answer – leverage.  My multi-disciplinary background as an experienced Attorney, Certified Public Accountant (CPA), software developer, and business owner, has provided me with the skills and tools necessary to successfully assist clients with “bet-the-company” negotiations and legal issues. 

Since starting my own law firm in 1996, I have represented single-owner businesses to fortune-500 publicly traded corporations.  Obviously, leverage and negotiating strategy is usually very different in representing a small closely held business in comparison to a well-known publicly traded corporation.  Regardless of a client’s size, the basics are the same and good results may be able to be achieved through good negotiating, business and legal skills.

Transactions

For most of my business clients, I work with them as Outside General Counsel.  This means that no matter what the issue or concern is, I get the call.  Once I am called, I determine how to handle the situation.  Most of the time, I work directly with the client to deal with the issue.  Sometimes, the specific issue is outside of my areas of expertise.  When this happens, I almost always have another attorney who I have worked with for many years who is highly qualified to resolve that issue.  As a solo practitioner, I have developed a “stable” of highly experienced attorneys who know their areas of practice very well and act as my extended law firm.  I usually can bridge a conference call between my client and the other attorney (and me) quickly to see if there is anything to be concerned about.  If so, the matter is usually handled immediately.  In fact, I can recall one time when one of my clients had an urgent problem and I was able to work with the client and a senior partner at a highly respected New York City law firm (its nice to have the right cell phone number) over the weekend to resolve the issue. So, as Outside General Counsel, I am really the access point for my clients to other highly qualified attorneys on specific issues. 

As Outside General Counsel, I personally perform most of the transactional services for my clients.  From a Shareholders Agreement or Operating Agreement immediately following formation through Equity or Asset Purchase Agreement or Merger Agreement and everything in between.  Most agreements can be prepared on a fixed fee basis.  Any transaction between two or more parties should be put in writing.  Some of the worst situations I have been personally involved with as an Attorney involve “friends” who were in business together, who did not have a written agreement, and had a dispute that they could not resolve.  In my experience, this almost always results in the “friends” never speaking to each other again.   Litigation is very costly.  A well drafted agreement almost always will include “what happens if…” which will keep you out of court and save you the time and significant cost involved in a litigation.  BOTTOM LINE:  PUT YOUR DEAL IN WRITING and have the document professionally prepared by a qualified attorney.  It will cost money to have the document prepared but much, much less than if you end up in court.  The agreement I prepare are highly detailed and take into consideration all of the facts and circumstances that my client has shared with me during my representation.  I am not aware that any of my clients being sued over any agreement I prepared over all of my years of practice.  I am aware that several of my clients have sued companies they entered into contracts with over the other party’s breach of contract.

Standard Forms – many times I am asked, “can’t I just use a standard form?”  Yes, if you want the “standard” result.  Each agreement is carefully drafted after considering many, many issues.  If there are any differences between your issues and the issues for the business that the “standards agreement” was prepared for, the “standard form” may not work well for you.  In fact, it could result in a significant problem for you.