The title to this article may surprise people – especially since it’s being written by a lawyer who prides himself on being able to proactively advise clients and assist them with the most complex legal matters. However, I believe what separates the truly outstanding business lawyer from the rest is not, in most cases, the lawyer’s intellectual capacity or knowledge of the law – after all, most of us are reasonably bright and are experts in the law – rather, it’s the ability (and willingness/desire) to truly understand the client, the business/industry and the deal and to apply the attorney’s judgment and experience to simplify (rather than complicate) and streamline (time is money) the deal and achieve the best outcome with the greatest value/upside to the client.
The bottom line is – most of the transactions we work on are not entirely new or unique, and most of them do not require absolute legal genius or an overly complex structure to achieve the best result. In fact, often when a lawyer or firm is taking that approach without clearly articulating the reason, it’s because it’s in their best interest (after all, complexity costs money) rather than the client’s. That should never be the case.
For the above reasons, I suggest that each party to a deal start by outlining its general interests, the basic purpose(s) of the deal, the party’s specific objectives, and their understanding of the steps necessary to make the deal happen. This outline should then be discussed with legal counsel to make sure he or she understands the client’s objectives and can explain any legal issues/challenges or reasons that the deal may need to be more complex than the client anticipates. Then, client and attorney can move forward with a clear and mutual understanding and agreement of the deal structure, timeline and process.