Let’s go straight to docs: Difference between revisions

{{a|negotiation|}}A statement only a [[private practice lawyer]] would say, usually in the context of a lack of time or resources. I.e., “Oh cripes that time line is hyper-aggressive, and this could all go totally [[pear-shaped]]. We don’t have ''time'' for a [[term-sheet]]; let’s just crack on and go straight to docs.”<ref>Imagine a privately-educated, Oxbridge-graduated north-London accent saying “pear-shaped” and “crack on” if you please.</ref>

Look: if you are doing an [[NDA]], ''maybe'' there is some sense in that — though none in engaging a [[private practice lawyer]] to do an [[NDA]] in the first place, of course. (What are you? ''Mad''?)

In any situation where engaging [[external counsel]] ''does'' make sense, then dispensing with a [[termsheet]] is a charter for ''utter disaster''. The main commercial points of a deal are generally few, easily articulated, and live well on a [[termsheet]]. They can then be attacked, haggled over, articulated, refined, and beaten to a fine copper sheen ''in the abstract'', by the business principles, in a relatively short period of time. By this stage all the heat as gone out of the negotiation; the principles are done, they just want to get on with it. Each will urge its own counsel on with the following words:

Look, just get on with it, would you? I don’t want to mess around here. I am not paying for you to wordsmith. Make sure the [[termsheet]] is adequately reflected, we haven 't missed anything obvious, but otherwise do not [[due dilly|dilly dally]].

This ''must'' be the critical path. Surely starting with a trust indenture that — we hope, pray and ''trust'', but cannot ''know'' — has all those elements integrated into it, but dispersed randomly throughout it, cannot be as quick. Any legal eagle who catches sight of an indemnity — however ill-judged, or insignificant, or uncalled-for — will be drawn to it, like a moth to a lamp and she will have to ''address'' it. To hell with the main commercial terms. This existential risk must be addressed.