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Let’s go straight to docs: Difference between revisions
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{{quote|“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>}} | {{quote|“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 something easy and homogenous like an [[NDA]], ''maybe'' there is some sense in that — though none in engaging a [[private practice lawyer]] in the first place, of course. (What are you, ''mad'' | 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]] in the first place, of course. (What are you, ''mad?'' Go [[OneNDA]]!) | ||
Whenever engaging [[external counsel]] ''does'' make sense, dispensing with a [[termsheet]] is a charter for ''utter disaster''. | |||
The main points of any commercial arrangement are generally few, easily articulated and well-suited to the clipped tabular adumbration of a [[termsheet]]. There they can be haggled over, refined and beaten to a fine copper plate ''in the abstract'', by the principals, quickly and without ceremony. These women and men should trust themselves to agree terms without legal help, even if we forensic ''[[rentier|rentiers]]'' quail at the thought. If they do, then by ''we'' get a look in, the heat will have dissipated, the | The main points of any commercial arrangement are generally few, easily articulated and well-suited to the clipped tabular adumbration of a [[termsheet]]. There they can be haggled over, refined and beaten to a fine copper plate ''in the abstract'', by the principals, quickly and without ceremony. These women and men should trust themselves to agree terms without legal help — it’s their money, after all — even if we forensic ''[[rentier|rentiers]]'' quail at the thought. If they do, then by the time ''we'' get a look in, the heat will have dissipated, the commercials 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 counsel on with the following words: | Each will, therefore, urge its counsel on with the following words: | ||
{{quote|“Look, just get on with it, would you? I am not paying you to fiddle around in the [[weeds]]. Make sure the [[termsheet]] is adequately reflected | {{quote|“Look, just get on with it, would you? I am not paying you to fiddle around in the [[weeds]]. Make sure the [[termsheet]] is adequately reflected and 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 eagle]]s — like all performance artists, | This will disappoint most [[legal eagle]]s — like all performance artists, we like to be the main event — but still it ''must'' be the critical path. | ||
“Going straight to docs” is a legal eagle’s high wire act, with no safety net. To be sure, the first cut of a [[Indenture|trust indenture]] ''may'' have all those key commercial elements built into it, but may not, and if it does they will be dispersed randomly and cryptically throughout its 90-page heft. | |||
Which one must read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a trust indenture: she must start at the beginning and work her way through to the end. Should she encounter even a ''whiff'' of [[indemnity]], [[Limitation of recourse|recourse limitation]] or exclusivity on the way — however ill-judged, or insignificant, or uncalled-for it may be — she will be drawn to it as a moth is to a lamp. She will have to ''address'' it. To hell with the main commercial terms: this existential risk must be addressed, and now. | Which one must read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a trust indenture: she must start at the beginning and work her way through to the end. Should she encounter even a ''whiff'' of [[indemnity]], [[Limitation of recourse|recourse limitation]] or exclusivity on the way — however ill-judged, or insignificant, or uncalled-for it may be — she will be drawn to it as a moth is to a lamp. She will have to ''address'' it. To hell with the main commercial terms: this existential risk must be addressed, and now. | ||