Sept 2012 Acc  Docket Fletcher How To Negotiate Important Deals Quickly
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Sept 2012 Acc Docket Fletcher How To Negotiate Important Deals Quickly

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A step-by-step Guide on How to Negotiate Important Deals Quickly

A step-by-step Guide on How to Negotiate Important Deals Quickly

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Sept 2012 Acc  Docket Fletcher How To Negotiate Important Deals Quickly Sept 2012 Acc Docket Fletcher How To Negotiate Important Deals Quickly Document Transcript

  • HEARSAY Going Global | New to In-house | Ins & Outs | Small Law | The Contractual Cogitator | Outsource Resource ou have just been handed can handle negotiations, while the that each side initially take the posi-Y your first important deal as legal lead and have been told that both sides want theagreement completed yesterday. Thisis your chance to shine. What now? If other takes notes and updates the open item list during the meeting. If this is too much of a commitment for your team, the chance of the deal get- ting completed quickly is substantially tion that will likely occur after lengthy negotiations, as opposed to extreme positions designed to impress their client groups. Soon enough, you will both know if someone is not livingyou don’t have a plan, try this. lessened. Share this with your team. up to this promise. If you can get this level of commitment from your legal counterpart, and your business leadHow to Negotiate can get corresponding commitment from her counterpart, then you areImportant Deals Quickly halfway there. If these commitments cannot beBY FRANK FLETCHER obtained, the other side might not share your commitment to the deal. If the other side refuses to negotiate in First, you need to get your team in Next, ask your business lead or the manner proposed, as they will notorder. Ask that an executive spon- the executive sponsor to talk to their be rushed, apologize immediately andsor be appointed internally who will counterpart about the appointment of agree to negotiate in the manner theyassist in obtaining timely technical, the attorney on the other side. If an at- prefer. Make sure then to communi-financial and executive support to get torney hasn’t already been appointed, cate to your executive sponsor andthe deal done quickly. If the business ask them for an experienced attorney business lead that a quick conclusionlead has not been appointed, ask for to be assigned who can commit to of the negotiation is not likely.someone who can commit to daily daily meetings. Once the attorney has Assuming all goes well at the firstmeetings and daily turn-around on meeting, review how the parties willtheir action items. work together. To make sure the par- Next, sit down with the executive ties have agreement on the businesssponsor and the business lead and At all times, focus on terms, start with the business termpropose your plan. Each side commits sheet. Or, if a business term sheet hasto daily meetings at a set time, prefer- maintaining a positive not been completed, you can quicklyably first thing in the morning, ideally working relationship. review the basics: who is getting8 AM. A set time will save both sides Label disconnects as what; what they can do with whatthe inconvenience of trying to set up they get; and the financial consider-the next meeting via email. It also DWWHPSWV WR ÀQG SURSHU ations. If there is a major disconnectmakes it easier to invite other stake- wording, rather than on the business terms (e.g., who ownsholders to the meeting and to schedule disagreements. what), legal may need to step backinternal status meetings. Explain that and let the business people iron outyou will commit to an exchange of the deal.daily redlines and open item lists with been appointed, ask for a one-on-one At all times, focus on maintainingownership of each task delineated. meeting. Explain your plan to the a positive working relationship. Label If your schedule does not permit attorney and ask if a similar commit- disconnects as attempts to find properyou or the business lead from mak- ment is possible. wording, rather than disagreements.ing this level of commitment, ask the Experienced attorneys already Don’t lob threats, accusations or ulti-executive sponsor to assist in clearing know what the likely result of the matums. Remain focused on what hascalendars. If it is a particularly large negotiations will be before they start. been accomplished.deal, you might ask for a second at- If you feel the other attorney has the I recommend keeping the opentorney to back you up; one attorney same level of commitment, propose item list as an ongoing task during the FRANK FLETCHER is general counsel for Nero AG, headquartered in Karlsbad, Germany, with subsidiaries in Hangzhou, China; Yokohama, Japan and Glendale, California, where he usually can be found. Fletcher can be contacted at ffletcher@nero.com, or on Twitter @LegallyFrank. ACC Docket 18 September 2012
  • HEARSAY Going Global | New to In-house | Ins & Outs | Small Law | The Contractual Cogitator | Outsource Resourcemeeting — even if it takes a moment approved before execution of the needed, these approvals can be ob-to record the item and who is respon- agreement, try circulating interim tained quickly, and surprises are keptsible — to report back at the next executive summaries to make sure to a minimum.meeting. If you review as you write it, there is executive buy-in during the Faithfully executed, I have seen thisyou can confirm everyone’s under- negotiations. system work. But there are substan-standing in real time. tial caveats. Everyone must live up to Address the redline immediately their commitments. Both sides mustafter the meeting. Given the usual be highly motivated to complete theday-to-day distractions, thoughts can Everyone must sublimate agreement quickly. Everyone musteasily slip from your mind. You may their egos for the sublimate their egos for the good ofeven consider sneaking away to a the project: No grandstanding orconference room until your draft is good of the project: trying to prove you are the smartestcompleted. Try to avoid the tempta- No grandstanding or person in the room. Yes, the upfronttion to check emails, as we all know trying to prove you commitment is large, but by takingwhere that will lead. In the long run, charge, you can demonstrate that youyou will save time on the redline if are the smartest have the skills to handle the importantyou work on it immediately after your person in the room. deals efficiently.∑phone call. Daily meetings will limit the time Have a comment on this article? Visitspent remembering where the parties This way, when it comes time for ACC’s blog at www.inhouseaccess.com/left off. The daily open item list will final approvals, all of the stakehold- articles/acc-docket.lessen time agreeing on who should ers — legal, finance, technical andhave been doing what. If there is executive — will be up to speed. Ifan executive summary that must be exceptions to internal big rules are It’s Alive! ACC’s Member-to-Member Mobile App is now available. Download ACC’s M2M mobile app and access the largest online community of in-house counsel right from your portable device. The app includes eGroups discussion forums, ACC Announcements, networking options, a member directory, a dedicated section for ACC’s Annual meeting, and more. Stay connected with your peers on the go! www.acc.com/m2m