Right and Wrong Ways to Expedite Deal Negotiations

Use of Debt Financing by Law FirmsOf the many times that I’ve worked on a corporate deal – not a simple agreement, but a transaction of some complexity involving multiple documents and perhaps multiple parties – it is extremely rare that the transaction got done early, in advance of the target closing date set at the beginning of the process. This is not necessarily the fault of anyone involved, but it’s a matter of deal-making being a process with a lot of moving parts that takes time. This causes some frustration, usually among the principals more than the attorneys. Although there’s no magic bullet that will cause deals to get done instantaneously, the following are some tips that will expedite the process in a manner that doesn’t cause unnecessary stress and hard feelings:

  • Follow up, nicely. While job number one for you is ensuring that you are pushing out paper without much delay, once that’s done, if you’re waiting on something that’s in someone else’s hands, and it’s taken longer than expected, ping that person with a polite email, asking for an ETA.
  • Schedule check-in calls. Particularly if there is a large working group, it can be helpful to have periodic conference calls where the participants go through a closing checklist or otherwise get themselves on the same page. Having the call on the calendar has the side benefit of prodding people to attend to their to-do list before the call, to avoid having to admit on the call that the work is not done. But these calls shouldn’t be done too frequently, which causes frustration, with everyone thinking they’d rather be left alone to do the work.
  • Don’t showboat about off-hours work. Particularly when the transaction (inevitably) falls behind the unrealistic schedule, you’ll start to see behavior like someone emailing the group late at night or on a weekend, implying that they are sacrificing free time to work on this and wondering why everyone else isn’t as committed. Ultimately, it is unknowable what other people’s workload is and whether they’re doing as much as they can on your deal. Instead, treat everyone else as a professional, and if there are timing considerations, discuss them respectfully.
  • Don’t set fake deadlines. Deal principals will often announce that a deal needs to close by a particular date, without much explanation. If, as is often the case, it’s a BS deadline that was set to short-circuit the process and perhaps limit transaction costs, it will backfire when the deadline inevitably passes because of factors that may be outside anyone’s control. At that point, the deadline-setter has lost credibility.
  • Create a transaction timetable. In my experience, certain types of transactions (IPOs, for example) have a detailed weekly timetable, while others, like M&A, are less likely to have one, probably because they are too unpredictable. If it makes sense in a particular transaction, it’s good to try to impose a broad framework like this if it builds in buffer time and is more realistic than just “close by Friday.”