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Lawyers & Deal Breakers

Uncover the Untold Stories - Legal Secrets

Lawyers have often been branded as “spoilers” and “deal breakers“; they cause business deals to be aborted by letting legal issues cloud business goals and commercial imperatives. However, this image is far from the truth.

Legal expertise plays a crucial role in business transactions. Their involvement can differentiate between a successful business deal and a potential disaster. 

Lawyers have specialized knowledge in drafting and reviewing contracts, which are the foundation of any business transaction. They can carefully analyze terms and conditions, identify potential loopholes or unfavourable clauses, and negotiate on behalf of their clients to protect their interests. This level of legal expertise helps to enforce fair and equitable agreements that safeguard the rights of all parties involved.

By uncovering hidden risks and potential areas of concern, lawyers can provide the necessary guidance to make informed decisions and mitigate potential negative consequences.

Being your lawyer, our responsibility is to protect your legal position.

When business imperatives prevent us from fully protecting your interests, we bring awareness of the risks to the forefront so that your business decisions are always INFORMED decisions; made with full knowledge of the risks involved.

Our approach: Going in with your eyes wide open is better than plunge in blindly, hoping for the best.

While we cannot insure you against business risks, we always have your best interest at heart.

Here is a cautionary tale – believe us when we tell you that it happens more often than we like, to the best and worst of our clients.

Our client was very excited about the prospect of new business through a joint venture with another company. The joint venture company was owned and operated by friends they knew well. Negotiations were conducted cordially over lunch and dinner.

Being lawyers (as always) looking out for our client, we proposed to draw up a simple “joint venture contract”, setting out the agreement reached by our client and his friends on the scope of each party’s contributions, responsibilities and share of profits.

When presented with the contract, his friends were livid; they called our client to say that the contract was inaccurate and that the “deal breaker” lawyer was misinformed, misleading and missing the point.

Further, they claimed to have been insulted that our client even consulted a lawyer for what was, essentially, a venture between good friends based on mutual trust and friendship. They were, in short, not prepared to sign any contract.

Our client wanted the new business enough to forgo “the legalities,” – which was how his new joint venture partners had belittled our efforts.

The client was back in our office about six months into the new business. Not because he wanted to sue his joint venture partners for not making good on their verbal promises (this came later), but because he was now facing court action by third parties seeking compensation for failure to deliver on services that were the responsibility of his joint venture partners.

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Too Good To Be True

Exposing the Truth Behind "Too Good to Be True"

Over an informal lunch, a client informed us that he had been granted an exciting, not-to-be-missed, one-time-only opportunity to buy over a rival company. Our client considered this an excellent offer as it would enable him to acquire the rival’s clientele and expand his business. He had already negotiated the price and was on the verge of inking the deal.

Being lawyers, we offered to “check out” the target company; and advised that a routine risk management measure would entail conducting a due diligence checks on the company’s liabilities and contracts.

Our client assured us that there was absolutely no need to waste money on due diligence checks as the target company had already made frank disclosure of debts amounting to $800k, which both parties had mutually agreed to take into account in the purchase price. In divulging such information, he felt that the owner had proven himself a man of integrity – or else why disclose the enormity of its liabilities?

We suggested to my client that the due diligence exercise would be part of our services when representing him in the purchase; in any case, it would not delay the sale or cost much money. The client reluctantly agreed (and only because he wanted to prove that I was being paranoid!)

Our due diligence showed that the target company owed creditors total debts of over $2.3 million! Additionally, foreign workers employed by a “sister” company were being deployed in their workshops and being paid an hourly wage, putting the company in breach of strict MOM regulations concerning the employment of foreign workers. So our “man of integrity” turned out to be a “man of straw” after all.

Our client was very grateful (and humbled) that we had saved him from a “rotten” deal.