April 15, 2010

Don’t you worry… I will beat him…

Some of my friends are lawyers by profession. One of them was my partner for 10 years in two of my companies. I always say that the most important person to know besides your doctor is most probably your lawyer. It is important to have a lawyer. More than that, it is important to understand your lawyer. And the most important point is that your lawyer understands you.

If we are not careful in explaning what kind of services we await from them, lawyers and doctors like all other consultants advise us to apply their proposed solution because they really believe in their solution. Of course, it is true that sometimes there is only one way to go. However, there are only a few problems in our lives that have such one specific solution.

Lawyers have been trained to protect their clients from risks, and so they approach the solution of problems with this fact in mind. On the other hand, risk is an acceptable and sometimes required factor of business life for the businessmen. Thus, lawyers and businessmen might have contradictory views on conducting business.

In the merger and acquisition projects that we handle, the lawyers of both sides take part in the proceedings at the final stage. We give the lawyers the list of business decisions that have been reached by both parties as a result of the various meetings that we have facilitated. We ask them to translate these business decisions to legal language and accordingly to prepare the agreement to be signed by both parties. When we ask them to perform this task, we also tell them that the reason of their presence is to assist in the partnership/acquisition and not to beat the other party.

Sometimes I need to explain patiently to a lawyer, that I have just met, why he should not need to beat the other party for our sake. Of course there are some risks in the marriage of companies. However, both of the parties have accepted these risks at that stage where the lawyers enter into the picture. The parties have decided to do business together, knowing the risks. It may be very hard for a lawyer to accept such business risks from his point of view. However, lawyers are duty-bound to prepare legal documents in line with the agreed upon terms given to them by their clients, of  course without violating any laws. It is not their duty to put themselves in place of the businessman and try to change the terms of the agreement.

In one of our projects the businessman of both sides were so at ease with the preparation of the final agreement that they employed the same legal consultancy company. Of course, they each paid half of the legal consultancy fee.

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