82,882
edits
Let’s go straight to docs: Difference between revisions
no edit summary
Amwelladmin (talk | contribs) No edit summary |
Amwelladmin (talk | contribs) No edit summary |
||
| (One intermediate revision by the same user not shown) | |||
| Line 9: | Line 9: | ||
Whenever engaging [[external counsel]] ''does'' make sense, dispensing with a [[termsheet]] is a charter for ''utter disaster''. | 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 timbre 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 | The main points of any commercial arrangement are generally few, easily articulated and well-suited to the clipped, tabular timbre of a [[termsheet]]. There they can be haggled over, refined and beaten to a fine copper plate ''in the abstract'', by the principals, quickly, without ceremony and ''without lawyers''. These women and men should know their onions and therefore should trust themselves to agree commercial terms without legal help: it’s their money, after all. | ||
Each will, therefore, commend the “legals” into its counsel’s care with the following words: | It is a sacred, but oft forgotten rule: [[the business owns legal issues]]. There’s even a [[Latin|Latinism]] for it: ''[[Ignorantia juris non excusat]]''. | ||
If the business faces up to its sacred responsibility, then by the time the [[Legal eagle|legal eagles]] get a look in, the heat will have dissipated, the merchants’ [[Consensus ad idem|minds will have met]], the commercials will be settled and everyone — other than the legal eagles — will just want to get cracking with whatever business they have resolved to do. Yes, yes, yes: there is the inevitable pettifoggery and [[verbiage]] that we must go through “to dot the i’s and cross the t’s” so, sure: let’s hand it over to the lawyers, but let’s put a ''rocket'' under them. | |||
Each principal will, therefore, commend the “legals” into its counsel’s care 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 and we haven’t missed anything obvious, but in any weather ''be sharp about it''. Do not [[due dilly|dilly dally]].”}} | {{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, lawyers like to be the main event — but still it ''must'' be the critical path. | ||
“Going straight to docs” is a | “Going straight to docs” is a deal counsel’s high wire act, only it is her [[client]] who must do without a safety net. To be sure, the first cut of a [[Indenture|trust indenture]] ''may'' capture all the key commercial elements, but it probably won’t, and even if it does they will be scattered like dandelion fronds throughout its 290-page heft. | ||
A 290-page heft which, to find them, one must thereby read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a legal contract: she must start at the beginning and work her careful way to the end. Should she meet | A 290-page heft which, to find them, one must thereby read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a legal contract: she must start at the beginning and work her careful way to the end. Should she meet an [[indemnity]], [[Limitation of recourse|limitation]], exclusivity or a cavalier [[warranty]] on the way — however ill-judged, insignificant or uncalled-for — or even a ''typo'', she will be drawn to it, as is a moth to a lamp. She will have to ''address'' it. To ''hell'' with the main commercial terms: this existential juridical risk must be addressed, and ''now''. | ||
Whereupon, strap yourselves in for six months of torture as the performance art grinds on: every definition, cross-reference, [[representation]] and scheduled form of drawdown request notice will waylay progress, so much so that the lawyers 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''. | Whereupon, principals: strap yourselves in for six months of torture as the performance art grinds on: every [[Definitions|definition]], cross-reference, [[representation]] and scheduled form of drawdown request notice will waylay progress, so much so that the lawyers 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. | 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. | ||