Every deal lawyer has had the experience. The deal negotiations have gone on longer than anyone expected. Frustration is setting in. At that point, one of the individuals involved, more likely to be one of the principals instead of an attorney, demands an all-hands, in-person meeting to get the deal done, and “we’re not leaving until we have a deal.” This impulse, while understandable, is often misguided and can lead to additional frustration.
To be clear, it can be productive to have a periodic meeting or conference call. Sometimes a conversation is needed to convey a point that doesn’t come through in back-and-forth emails. Further, the existence of an impending call or meeting can induce participants to get done what they agreed to do at the last meeting to avoid embarrassment. I’m only talking here about the meeting that is called for the express purpose of concluding the deal.
A deal can only actually get done at such a meeting if there are a discrete number of well-defined issues that require negotiation and give-and-take. Often, however, these meetings are called before the transaction gets to that point, when there are a number of open issues requiring the involvement of third parties. For example, a landlord may need to consent to a particular action being taken in the deal, so the tenant needs to address that with the landlord. Or some specialist, like a tax attorney or accountant, needs to review and sign-off on a particular structure. If you call your meeting with the agenda of not leaving before you’re finished, and you end the meeting with a list of open items even though the meeting was productive, the parties may be resentful that they were asked to block out the time.
So, what’s my advice to the congenitally impatient folks who suggest these meetings? Instead, move things along by frequent (but polite) follow-up with those who have ownership of the remaining open issues.