Neutral Negotiation
A more efficient, less expensive process for complex business deals
Tired or scared of paying huge legal fees with no deal or signed agreement to show for the failed efforts and investment?
A Better, More Efficient, Less Expensive Process for You?
Current Practices
Customarily Buyers and Sellers each retain their own counsel whether an intermediary (investment banker, business broker, or otherwise) is involved or not. The Buyer usually drafts the initial cut of the deal agreement, frequently based upon an LOI (letter-of-intent) negotiated by the intermediary whether without any input from any counsel or having been highly negotiated by both.
The process proceeds, draft after draft after draft after draft in a continuous series of steps designed to narrow differences until either a successful closing is achieved or the deal fails. An excellent process, one which warrants a substantial investment of time and money for both seller and buyer–except when it doesn't and isn't.
A Different, New Way Designed for a Significant Band of Transactions
Not every lower middle market business sale or purchase can have–or afford–highly qualified FINRA registered investment bankers or highly competent and experienced business brokers as well as highly qualified deal counsel on both sides. Most all lower middle-market deals don't have all such advisors. Yet even if they would, some might benefit from the process I'll now outline, ones which would benefit from my deal neutral services.
A qualified third party neutral used at a critical phase of a deal could increase both party's odds of closing and reduce both party's risk and cost of failure.
A Critical Phase of Each Purchase or Sale
Both investment bankers and business brokers know that once they get both buyer and seller to sign an LOI (Letter of Intent), the odds of deal happening increase and the psychological edge shifts from the seller to the buyer. And they know that the odds of getting a big (hard-earned) pay-day for themselves go up significantly by doing so.
And, even when no LOI is used–parties opting for one series of negotiation and not two–an initial agreement for one party or the other to prepare, namely, the initial Sale and Purchase of Assets (or Equity) Agreement, means–maybe–the parties are one step closer to sale and purchase.
The Problem
The Deal fails after significant deal expense on each side.
At either of these points, the parties–and their advisors–may feel the deal has been appropriately, "teed-up". Yet frequently they are mistaken–very mistaken. The reasons for this are or can be many. Usually they are centered around the breadth and depth of possible dealer killers including fear, greed, and a desire for a some kind of edge, and/or simply not knowing what they don't know.
A Neutral Deal Negotiation Solution
In each of these situations this experienced deal attorney could be retained jointly and paid equally by both parties (though they could have their own side agreement not disclosed to the Neutral) as a third party deal neutral to assist and which could prove to be invaluable.
How so?
By either or both narrowing further the potential agreement terms or by drafting a agreement which incorporates the terms tentatively agreed yet in a neutral fashion for review by all intermediaries, counsel, and buyer and seller. If the deal cannot be put together, it is far better that it fail early on instead of after months and months of work and tens and tens of thousands of dollars or more expended on attorneys, accountants, investment bankers and due diligence investigations and integration planning. If this occurs during this phase, each phase would share equally in the fee.
The Neutral Advantage
Increased Success Rate
Heighten odds of closing considered successful by both buyer and seller.
Reduced Costs
Minimize legal and other fees if the deal subsequently does not close.
Faster Resolution
Shorten back-and-forth negotiations with neutral draft agreements.
Narrow the Terms. Deliver a Draft Agreement. Let Counsel Take it From There.
If a deal is to be successful, my Deal Neutral Service could prove invaluable. It could appropriately tee-up both the terms and a draft form of an agreement which could and should shorten the back-and-forth negotiations between counsel by having a draft form of agreement to work from which, while incorporating business points sought be each of buyer and seller, is neutral in its approach and not designed to skew terms apart from what the parties and advisors have preliminarily indicated.
Each of Buyer's and Seller's counsel would then have it in their court to negotiate between themselves all changes deemed appropriate, with any additional services solely dependent upon both sides feeling it advantageous to do so.
When Neutral Negotiation Works Best
Not For Everyone
Sophisticated Buyers may want to use deal counsel who skew deals solely from the buyer's perspective figuring they'll wear down the Seller or be dealing with unsophisticated Sellers and Seller counsel. Ditto, from the other vantage, for many sophisticated Sellers.
Ideal Situations
In many situations and for sophisticated and unsophisticated buyers and sellers and their counsel, the use of my Deal Attorney Neutral Services, using my process might prove just the differentiator needed to get the deal timely and successfully closed or to minimize costs of a failed deal.
Let's talk if your gut tells you it might just accomplish a purpose you seek.