Let’s go straight to docs: Difference between revisions

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 Look: if you are doing something easy and homogenous like 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''? Go [[OneNDA]]!)
-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 any arrangement are generally few, easily articulated, and well-suited to clipped adumbration in a table: like a [[termsheet]]. They can, then, be attacked, haggled over, articulated, refined, and beaten to a fine copper plate ''in the abstract'', by the business principals, quickly and without ceremony. They can arrive at agreed terms without incurring legal expense. By this stage, the heat has gone out of the negotiation: the principles are done, the principles just want to get on with it. Each will, therefore, urge its own counsel on with the following words:
+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 any arrangement are generally few, easily articulated, and well-suited to clipped adumbration in a table: like a [[termsheet]]. They can, then, be attacked, haggled over, articulated, refined, and beaten to a fine copper plate ''in the abstract'', by the business principals, quickly and without ceremony. The women and men whose prospects depend on it can arrive at agreed terms without the help of we forensic ''[[rentier|rentiers]]''. If they do this, by the time professional advisers get a look at it, the heat will have dissipated: the principles will be settled, the merchants’ [[Consensus ad idem|minds will have met]] and they will just want to get cracking with whatever they have resolved to do. Each will, therefore, 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]].”
+“Look, just get on with it, would you? I don’t want to mess around here. I am not paying for you to fiddle around in the [[weeds]]. Make sure the [[termsheet]] is adequately reflected, we haven’t missed anything obvious but in any weather be sharp about it. Do not [[due dilly|dilly dally]].”
-This will disappoint most legal eagles — they like to be the main event — but still it ''must'' be the most effective critical path. Starting, instead, with a [[Indenture|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.
+This will disappoint most [[legal eagle]]s — like all performance artists, they like to be the main event — but still it ''must'' be the most effective critical path.
-And so it will carry on the legal eagles will get waylaid with every hold harmless, and typo, and representation, and they may never make it to the commercial ter,ms. They may never even find them. Most likely they will never even know what they ''are''.
+Starting, instead, with a [[Indenture|trust indenture]] that, we hope and pray a but cannot ''know'', has all those key commercial elements integrated into it, but dispersed randomly throughout it, cannot be as quick. And should there be even a whiff of indemnity — however ill-judged, or insignificant, or uncalled-for — a foraging eagle 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, and addressed now.
-A good [[termsheet]] is a discipline: a cocktail napkin; the contextualised essence of whatever the turgid entropic mass of final [[verbiage]] will, in its perverse and circuitous manner of expressing itself, eventually reflect.
+Whereupon, strap yourselves in for six months of torture as this performance grinds on: counsel will get waylaid with every typo, representation, and scheduled form of drawdown request notice — they may never make it to the gritty commercial terms. They may never even ''find'' them. Most likely, they will never even know what they ''are''.
+A good [[termsheet]] is a discipline: a [[cocktail napkin]]; the contextualised essence of whatever the turgid entropic mass of final [[verbiage]] will, in its perverse and circuitous manner, eventually reflect.
+Don’t ''ever'' go “straight to docs”.
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 *[[Private practice lawyer]]
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