Seeking Counsel

Closing on a big deal and need an attorney? Here's how to find a deal-maker, not a deal-breaker.
Magazine Contributor
3 min read

This story appears in the January 2003 issue of Entrepreneur. Subscribe »

Forget the lawyer jokes. If you're making any kind of sizable deal, you'll need an attorney (maybe a few) in your corner. And while my fellow lawyers at the bar may have a reputation for being arrogant, pushy, callous and sneaky, I guarantee you'll be far more forgiving when you've got a sharp one working for you.

Many people think that all lawyers earn their living in court. Not true. Transactional lawyers specialize in making deals, usually in a chosen area of expertise. They're the people to ask when you need help complying with the law, legal due diligence, business advice, a negotiator, an administrative point person, formal paperwork and/or a "player." And as in every other area, good help is hard to find.

Frankly, I feel sorry for anyone shopping for a lawyer. It's always tough for a member of the laity to evaluate the integrity and competence of an expert. This is especially true with lawyers, whose language and end product are not particularly user-friendly. So prospective clients try their best: They get recommendations, call referral services, study legal directories, visit Web sites and check with the state bar. The more sophisticated ones even try to find a specialist with the right temperament: a diligent draftsman for details, a diplomat to massage a cranky opponent or a hard-charger to do battle.

All this is good, but here's one special warning: Get a deal-maker, not a deal-breaker! This is a clich�d but decisive distinction. Because they're trained to tie up every loose end, lawyers can be too slow. Because they're worried about malpractice, they can be too thorough. Because they're scared of other lawyers stealing their clients, they can try too hard. Because they're taught to be adversarial, they can alienate people. Because they often bill by the hour, they may drag things out to fluff up their fees. So get someone who never loses sight of the big picture. Then stay in control. If documents are too fat, negotiations inexplicably testy and explanations too flimsy, chances are you've got a deal-breaker on your payroll. Don't let any attorney "what if?" your deal to death with fantastic contingencies that would baffle even a bar examiner. You're the customer-you may not always be right, but you always have the right to the last word.

Finally, size matters. The big law firms can be real powerhouses, but if your deal is too small to show up on their radar, all you're going to get are big bills and second-rate service. Usually, large or prestigious firms work best with large or prestigious clients. Leaner organizations may not have the infrastructure or a menagerie of specialists, but they are able to offer greater personal attention, accountability and economy.

A speaker and attorney in Los Angeles, Marc Diener is the author of Deal Power.

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