Business Transactions from a lawyer’s Perspective What they did not teach you in Law School Craig Owen White, Esq. © All Rights Reserved 2015

The Business Lawyer is to: Assist Client in identifying, quantifying and assessing risk. Document the deal in a manner that identifies rights and obligations of each party and can be enforced under the rule of law. Charge reasonable fees and be promptly paid for services Be a steward of the commercial law, statutes and regulations. Maintain high ethics and integrity.

Business of Law Any factor, event, or occurrence that has the potential to interfere with the desired outcome.

Business is about Risk !!!! Lawyer is to assist client in identifying, understanding and assessing risk Risk Profiles Industry Risk Profile Client Risk Profile Interested Stakeholders Employees/Labor Unions Government/Regulators Social Activists

Birth of a Business IDEA Capital Equity Debt Labor Sweat Equity Compensable Effort FINAL PRODUCT

RISK in Buyer/Sell Transactions To be paid her price Wants payment in agreed upon form, at the time and place agreed upon Lowest tax possible Non or Limited recourse Protection against non payment or refund Wants to receive the agreed quantity and quality of goods or services At the agreed price Lowest tax possible To make payment as agreed Protection against non- conforming goods

A Business Lawyer’s Perspective spotting and Dealing with Risk Enforcement Concerns Identify and Monetize Rationalize and Allocate Limit Caps Baskets Hedge Indemnifications Third Party Insurance Set Asides Establish Damages or Equitable Relief Cost of Obtaining Results Time Frame to Obtain Results Availability of Documentation Evidence of Final Agreement Legal Standards to Process and Support a Claim for Relief

5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING What Do I get out of this? What do I want to achieve ? How Much Money Will I make? Over What Period of Time? When and How Will I get Paid? Will My Money Be Subject to Recall? How Will This Deal Be Reported in the News ?

5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING What ARE MY RISKS ? Systemic Risks Industry and Market Political and Regulatory Technology Environmental Transactional Risks Counterparty Non Perfomance Non Payment

5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING HOW DO I MANAGE THE RISKS?

5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING What will this cost Me ? Transactions Costs Due Diligence Documentation Hidden/Indirect Deal Costs Third Party Fees Dispute Resolution

5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING What is the worst Case Scenario? Costs Exceed Upside +Risk Coverage Damage to Brand/Reputation Disqualification/Debarment Loss of Life/Property

Professional Etiquette Ddo DO Not on Treat clients, counterparties and opposing counsel with respect Promptly Return Phone Calls, Emails and Faxes Give your contact information and assistant’s contact information Mark all changes you make in a transaction document Check Email Addresses Before Sending Declare and Explain Your Client’s Positions and Needs (Do not fake this as it will only breed distrust) Lie, Cheat or Steal Try to Prove that you are the smartest person in the room Put your ego ahead of the deal Unnecessarily hide the ball in negotiations Disparage counterparties or their counsel Present document drafts that you would never have your client sign

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