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

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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 the
agreement completed yesterday. This
is 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 living
you 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 lead
How to Negotiate can get corresponding commitment
from her counterpart, then you are
Important Deals Quickly halfway there.
If these commitments cannot be
BY 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 not
order. Ask that an executive spon- the executive sponsor to talk to their be rushed, apologize immediately and
sor be appointed internally who will counterpart about the appointment of agree to negotiate in the manner they
assist 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 and
the deal done quickly. If the business ask them for an experienced attorney business lead that a quick conclusion
lead 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 first
meetings and daily turn-around on meeting, review how the parties will
their action items. work together. To make sure the par-
Next, sit down with the executive ties have agreement on the business
sponsor and the business lead and At all times, focus on terms, start with the business term
propose your plan. Each side commits sheet. Or, if a business term sheet has
to daily meetings at a set time, prefer-
maintaining a positive not been completed, you can quickly
ably first thing in the morning, ideally working relationship. review the basics: who is getting
8 AM. A set time will save both sides Label disconnects as what; what they can do with what
the 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 disconnect
makes it easier to invite other stake- wording, rather than on the business terms (e.g., who owns
holders to the meeting and to schedule disagreements. what), legal may need to step back
internal status meetings. Explain that and let the business people iron out
you 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 maintaining
ownership 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 proper
you 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 has
calendars. 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 open
torney 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

2. HEARSAY Going Global | New to In-house | Ins & Outs
| Small Law | The Contractual Cogitator | Outsource Resource
meeting — 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 kept
sible — 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 this
you 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 must
after the meeting. Given the usual be highly motivated to complete the
day-to-day distractions, thoughts can Everyone must sublimate agreement quickly. Everyone must
easily slip from your mind. You may their egos for the sublimate their egos for the good of
even consider sneaking away to a the project: No grandstanding or
conference room until your draft is
good of the project: trying to prove you are the smartest
completed. Try to avoid the tempta- No grandstanding or person in the room. Yes, the upfront
tion to check emails, as we all know trying to prove you commitment is large, but by taking
where that will lead. In the long run, charge, you can demonstrate that you
you will save time on the redline if
are the smartest have the skills to handle the important
you 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? Visit
spent 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 and
have been doing what. If there is executive — will be up to speed. If
an executive summary that must be exceptions to internal big rules are
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