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

2. 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.

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

5. 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

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

7. 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

8. 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

9. 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 ?

10. 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

11. 5 THINGS CLIENTS ARE (oR SHOULD BE) THINKING
HOW DO I MANAGE THE RISKS?

12. 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

13. 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

14. Professional Etiquette
Ddo
DO Not on
Treat clients, counterparties and opposing counsel with respect
Promptly Return Phone Calls, s and Faxes
Give your contact information and assistant’s contact information
Mark all changes you make in a transaction document
Check 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

15. THANK YOU
THANK YOU