Yesterday, a client asked me for a neuralizer. Of course, he didn’t call it that. (And why can’t they ever use its correct name?) He used the term Will Smith tagged it with in Men in Black – the “flashy thingy.” By either term, it was the first such request I received in 25 years in practice. To me, the request made a lot of sense.
My client’s company was being acquired and we were hours away from Closing. We had finished negotiating the final documents. The final documents were coming off the printer and all we had left to do was collate and sign. In the lull is when he brought up the flashy thingy.
When he said that, it struck me that once the ink is dry on the final documents, the lawyers move on to the next transaction. The principals, however – both buyer and seller – often have to live with each other. For them, many times, the transaction is not actually a “closing” as its name would imply, but rather the opening of a new and hopefully robust relationship.
In this case, my client was looking forward to a new role as an executive vice president directing what was, for the buyer, an entirely new line of services and products. The last thing either of the principals wanted was the lingering memory of a contentious negotiation. They had a company to build and it would not be well constructed on a foundation of emotional baggage and residual resentment.
There are typically two possible approaches to the sometimes tense negotiations surrounding significant issues: (1) avoid them; (2) address the issues and deal with the fall-out. Too many business owners choose the former only to regret that choice at their leisure.
In the past month alone, we have had clients:
- Decide against having us send a demand letter out of fear that a request for money on legal stationery would cause the other side to “blow up.”
- Justify a termination decision on a “lack of work,” rather than the real cause of deficient performance, only to send shockwaves through the company when rumors spread that people were being let go because the business was faltering.
- Lean toward approval of a significantly larger stock grant to an employee than twice performance would justify, rather than risk the employee’s disappointment.
The exercise of planting one’s head in the sand inevitably yields bitter fruit. By far, the better approach is to tackle what’s in front of you, work through the business issues and then, by continuing to look forward, allow the more contentious encounters to fade in the rearview mirror. Often one of the primary benefits of experienced counsel is to act as a buffer between principals who must later work together such that each has some level of deniability…especially where the more difficult interactions are concerned. Regardless of an attorney’s involvement, however, I have rarely seen better advice in my 25 years of practice than to do what needs to be done as honestly, forthrightly, and unflinchingly as possible, even if you sometimes find yourself patting your pocket hoping to feel the reassuring bulk of a flashy thingy.