Questions I was asked about lawyers at my last
• “We only have a labor lawyer in Brazil. How do we find the right lawyer to
negotiate contracts for us in Europe and Asia.”
• “Should our legal spend be this much?”
• “At what point do we need to think about hiring a general counsel.”
• “We have not hired a lawyer yet. How do we determine which firm to hire.”
• “How do we manage our lawyer and make her part of our team.”
Overview of Presentation
I. The basics: What a CEO Should Know When Working with an Attorney
II. How to Find the Right Attorney
III. The Process for Negotiating a Contract
IV. Interactive Analysis of Key LegalTerms You must know to reduce risk
I. The basics: What a CEO Should Know When
Working with an Attorney
Summary of the Attorney’s Job - It comes down to
two fundamental things:
The CEO’s Job When Working With an Attorney
Making the business decision
• Healthy tension between Legal and other groups in your company
Your attorney serves you – don’t be shy
Directing your attorney
• Danger of not providing clear direction
Be specific in telling your attorney what to do
• “I don’t want to bother him”
What makes a good attorney?
• How do you know you have the right lawyer?
• What qualities should you look for?
• Does size matter?
Ways Attorneys Add Value
Business focused & practical
Explaining the risks
Not managing your attorney is like giving him or her a blank check
Manage Your Attorney - Gaining Control of the
Attorney Management Issues
• Who Should
• Who is your
• General Counsel:
Can be inside or
• Recent example of
Should you hire a GC?
• Process for hiring a GC
• Creation of the GC Matrix
Basic areas of legal expertise for a small company
– Corporate docs
– Raising capital
Legal areas of expertise for a CEO
• Estate planning
• Real Estate
Define deadlines early and keep attorney committed
Give the attorney time by getting the project to her
Danger of being a lazy client: Don’t rely 100% on
Attorney Client Privilege - what does this really mean for
• You control the privilege.
• Only communications to the attorney about legal
• Communications to people who are not attorneys
are not privileged.
• How to ensure documents are privileged.
• If you are not in the US - ask lawyer about the
What you can do to significantly reduce your legal
fees 1. Negotiate the engagement letter
2. Create templates
3. Create fallback positions
4. Create a playbook
5. Appoint a gate keeper
6. Review bill carefully
a) No mass billing
b) Demand description for each task and time spent
c) Push back on inappropriate charges
7. Contract management system
Questions to ask to manage the
• How much time do you expect this will take (or
can you provide me with a budget for this
• Are you open to alternative fee arrangements?
• Timing and availability.
• Who will work on this?
• What is the best way for me to reach you?
• Why is the retainer so high?
How to build the right legal team for yourself and yourHow to build the right legal team for yourself and your
Not All Attorneys Are Equal – Make SureNot All Attorneys Are Equal – Make Sure YYou Haveou Have
the Right One for Your Need.the Right One for Your Need.
Quality & SpecialtyQuality & Specialty
How to find the right attorneyHow to find the right attorney
– Identify the needIdentify the need
– Does size matter?Does size matter?
The $10,000 letterThe $10,000 letter
Steps for finding for the Right AttorneySteps for finding for the Right Attorney
Identify the need - this may not be as obvious as it seems.Identify the need - this may not be as obvious as it seems.
Resources for identifying the need:Resources for identifying the need:
- Other lawyer, business advisor, CFO- Other lawyer, business advisor, CFO
Leverage the power of yourLeverage the power of your secondsecond degreedegree
Interview prospective counselInterview prospective counsel
Interview other clientsInterview other clients
Leverage the Power of your Network to Find the Right LawyerLeverage the Power of your Network to Find the Right Lawyer
Interviewing potential lawyers
•How many years have you practiced in this area?
•How did you acquire your expertise in this area (training from a firm that also
has expertise in this area or were you self-taught)?
•Are you a recognized expert in this area? For example, some state bars offer
certification in certain practice areas and there are other organizations which
recognize lawyers for their expertise.
•Have you ever written or spoken on this topic?
•Do you have expertise in the specific area I am dealing with.
The most important interview....your network:
“Can I speak with some of your former clients who
are in the same situation I am?”
III. The Process for Negotiating a ContractIII. The Process for Negotiating a Contract
Negotiation Process: The Basics
CEO should set the process and ensure counsel (in-house or
When to involve the attorney
Why it is an advantage to send out the first draft
– Use of your template
What to do when you receive the other side’s draft agreement first
– Expect a bad agreement
– Surprised by how many sign the first draftSurprised by how many sign the first draft
The Ten Step Process You Should Implement at
Your Company for Every Contract Negotiation
1. Read the document
2. Review contract with team
3. Review contract with your attorney
a) Get an understanding of what the issues are from the attorney
b) Give direction to the attorney
(1) Crucial points
(2) Fall backs
Contract Process Cont.
4. Attorney redlines document
a) This step should be done for each round
b) Have attorney rank issues if necessary
5. Determine who responds from your team and who should receive
6. Utilize pre-approved fallback positions
Contract Process Cont.
7. Determine who has authority on key issues and empower
8. Create the approval process and follow it
9. What to do with the contract after it is signed
a) Where does it go
b) Keeping track of key terms
10. Implementing the contract
What You Can Do When the Negotiation is Going Nowhere
Determine who is log jam
Principals discuss points without attorney
Have principals on the phone with attorneys
Should position be revised?
Key Legal Contract Terms for Risk Mitigation and whatKey Legal Contract Terms for Risk Mitigation and what
you need to knowyou need to know
Indemnification- you assume all risk faced by otherIndemnification- you assume all risk faced by other
Limitation of Liability - Capping your riskLimitation of Liability - Capping your risk
Insurance - Does the other party have money toInsurance - Does the other party have money to
General IndemnificationGeneral Indemnification. Supplier will defend and indemnify Company. Supplier will defend and indemnify Company
and Companyand Company’s affiliates, directors, employees and contractors’s affiliates, directors, employees and contractors
(collectively "Indemnitees") against any claim or action(collectively "Indemnitees") against any claim or action brought by abrought by a
third party againstthird party against an Indemniteean Indemnitee arising fromarising from (a) an allegation of(a) an allegation of
Supplier's negligence or willful misconduct; (b) any breach bySupplier's negligence or willful misconduct; (b) any breach by
Supplier of its obligations to Company under this Agreement,Supplier of its obligations to Company under this Agreement,
FALLBACK: Include (c) if necessaryFALLBACK: Include (c) if necessary or (c) any breach by Supplieror (c) any breach by Supplier
of its obligations to Company under any other Agreement betweenof its obligations to Company under any other Agreement between
the parties.the parties. FALLBACK: Strike (b) and/or make this section mutual,FALLBACK: Strike (b) and/or make this section mutual,
the following is Company’s most extreme fallback position:the following is Company’s most extreme fallback position: TheThe
Parties will defend and indemnify each other and their affiliates,Parties will defend and indemnify each other and their affiliates,
directors, employees and contractors (collectively "Indemnitees")directors, employees and contractors (collectively "Indemnitees")
against any claim or action brought by a third party against anagainst any claim or action brought by a third party against an
Indemnitee arising from an allegation of a party’s negligence orIndemnitee arising from an allegation of a party’s negligence or
willful misconduct.willful misconduct.