A man in a hot air balloon is lost. He reduces the balloon's height and spots a man below. He shouts, "Excuse me, can you tell me where I am?"
The
man below says: "Yes, you're in a hot air balloon hovering at 30
feet."
"You
must be a lawyer," says the balloonist.
"I
am," replies the man. "How did you know?"
"Well,"
says the balloonist, "everything you have told me is technically correct,
but useless."
The
man below says, "You must work in business."
"I
do," replies the balloonist, "but how did you know?"
"Well,"
says the lawyer, "you don't know where you are, or where you're going, but
you expect me to be able to help. You're in the same position you were before
we met, but now it's my fault."
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This joke illustrates the all too common (but foolish) tension between lawyers and business folks. Lawyers are trained to draft contracts in contemplation of "what if" scenarios, even if there is a good chance that they won't happen in the real world. Business folks just want to get the deal "papered," i.e., the contract signed, the product or services delivered, and payment received. But lawyers can make life so much easier for their business clients (and vice versa) if each tries to understand - and account for - what motivates the other. And it's not rocket science.
Business folks must understand that lawyers exist to protect their corporate clients from unreasonable business risk resulting in economic or reputational loss. And even if you are the company's CEO, founder, or chief cook and bottle washer, you need to understand that I as your lawyer don't represent you; I'm ethically obligated to represent the company as a whole. So you may tell me not to negotiate that beneficial risk-shifting indemnity clause because the deal has to be inked today, and I may respond that I have to because a good indemnity is in the company's best interest and well worth any delay. And you need to respect that.
Lawyers must understand that business folks view deals as time-driven so that for a seller, the revenue from the sale can be recognized on the company's books by a certain date; or that for a buyer, the seller's product or services can be provided so the project stays on track. An effective lawyer will exercise their best efforts to get the contract negotiated and ready for signature by the business team's preferred date. And lawyers shouldn't sweat inconsequential contractual details that might needlessly delay getting the agreement signed.
The best way to get a deal done is for the lawyers and business folks to keep communicating from the first day of negotiation to the last. This communication must be both intra (i.e., the legal and business folks representing the company) and inter (i.e., between the legal and business folks on both sides). Fortunately, the internet make this process a lot easier; the ability for lawyers and their business clients to jump on a Skype conference call and mark-up a MS Word document in real time is a good thing. But this assumes that both parties remain motivated to get the deal done, don't play games with each other (as in Donald Trump or Bobby "Axe" Axelrod), and aren't afraid to compromise where they can.
And each lawyer and their business client must understand - and respect - what makes the other tick.
And each lawyer and their business client must understand - and respect - what makes the other tick.
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