Those Who Do, and Those Who Don’t

In this article, I thought I would offer some random thoughts arising from recent observations and experiences, rather than my usual didactic rant. I hope you find this useful, or at least mildly amusing.

As a commercial lawyer, you run into two kinds of entrepreneurs: those who do deals, and those who don’t. Those who do deals are incredibly tenacious, driven, creative, flexible, energetic and detail-oriented.

I tell my purchasing/financing clients: “There will be many times during this deal that you will be absolutely sure that closing will never happen. If you want it to happen, really want it to happen, I can help you get past those terrible days. But, you must never give up. You must really want to do this deal”.

Some do, some don’t.

K * I * S * S

If I had a nickel, well maybe a quarter, for every time I heard a person say, “We want to keep it simple. We don’t want this to drag out and cost a lot for legals”, I would be rich indeed. Interestingly, those who say this most emphatically are often the same ones who take a modestly-sized transaction and make it uniquely complex and tax-risky. Complexity certainly makes deals more fun for the lawyers, and more expensive and risky for the clients.

Email Piracy

I can’t believe how my email usage has increased over the last two years. I use it for routine communications, transmission of documents, keeping in touch with people, and virtual discussions. I expect your experience is similar.

There are a couple of things which concern me about emailing;

  1. sometimes, the instant response is not the appropriate one. We all know situations, business and personal, where a hasty email has done irreparable harm. I like to sleep on a strong message, and look at it in the morning before the caffeine has fully kicked-in. I almost always change it quite a bit the next day;

  2. lawyers and clients who pirate the draft documents of others. In a deal, there is a logical party to draft each document. For example, a purchaser should have its counsel draft the purchase agreement, because the purchaser needs to ensure that certain key protections are included. A creditor should prepare its security documents.

Believe me, it is easier to draft a clause and defend its inclusion, than it is to review someone else’s document and fight for the inclusion of an additional safeguard or promise. That is why lawyers love to engage in dueling drafts.

What seems to be happening more and more is that both sides of a deal end up doing their own draft. Sometimes, it’s a bit tricky to figure out which draft is the latest one, or what changes have been made by the other side or even your side of things. The automated black or red-lining of changes certainly helps a lot, but emailing facilitates the piracy.

Teamwork & other B.S.

I’ve noticed that elementary and M.B.A. schools are putting a great deal of emphasis on “teamwork”. Major projects and assignments are carried out in teams, and participants are graded on their “teamwork”, their attitude to the team approach and their performance as a “team player”. I was even asked by a leading M.B.A. school to comment on an applicant’s ability to be a “team player”.

What a load of crap!! Nothing worthwhile was ever achieved by a team in business, government, sports or the arts without a strong leader! Good leaders are a helluva lot harder to find than “team players”. When a team succeeds, the gracious leader says he had a great team: when it fails, it’s off with his head!

Teamwork is for middle managers of large corporations, or the army. I don’t want to buy shares in a corporation governed by a committee. And I don’t want my kids’ marks in a school project to be based on their capacity to calmly function within mediocrity. Of course, we wouldn’t want to teach the children to be competitive, would we? It’s not as if the business world is competitive at all.