Ask these two questions to become everyone's favourite lawyer
Picture this: You're advising a founder on selling their first startup. It's a big moment for them, they started it from scratch and they worked so hard for 7 years. You sent a really robust mark-up of the share purchase agreement. After all, the founders know little about the law, so you wanted to protect them.
All of a sudden you get a panicked email from the founder, the buyers are backing out! They had told him: "I don’t think we’ll get there. We’re so far apart on the docs, and the deal is quite small for us, we can’t justify the time."
Turns out your dense mark-up was the culprit.
This story isn't just for drama. A friend of mine was the founder and told me the story last weekend. It happened 15 years ago when he was selling his first business. He was able to save the deal by flying out, but the memory still gives him chills.
The Lawyer's Side
It might seem easy to blame the lawyer, but they legitimately thought they were helping. Providing extra protections for a young founder who was dealing with a large corporate.
Finding out their hard work nearly caused the deal to fail was tough for them too. I have a lot of empathy for that. Getting that email must have created this sinking feeling we all know too well..
Two Questions to Avoid Misunderstandings
So, as lawyers, how can we prevent this kind of thing from happening? I’ve found that if we ask these two questions up front, we’ll often have enough context to get to the right approach:
"What are your biggest anxieties around this work?"
This really focusses the mind on what the client feels is most risky about this deal. E.g. timelines, the deal falling apart, specific legal issues or perhaps a commercial dynamic?
In this case, it’s likely my friend would’ve said “this is my only shot at selling, I’ve pitched 10 companies, this company was the only one remotely interested. So whatever we do, we can’t let this fall apart”. It’s unlikely his lawyer would’ve taken the same heavy mark-up approach if they had known this.
"Tell me a bit about your best and worst experiences with lawyers on deals like this?"
This is a really quick way to never become a client’s ‘lawyer horror story’. You learn what they truly value in lawyers, and what really annoys them.
Of course, as a lawyer, you’ll still look after the basics (clients may have ‘unknown unknowns’ that they would expect you to protect them against), but you can at least dodge the biggest traps.
What if you’re the client and the lawyer doesn’t ask?
A lot of lawyers unfortunately don’t ask these kind of scoping questions. They’ll spend a lot of time on the specifics of the deal (the “what”), but not on the ‘how’ of the work. They assume that their standard way of doing things will be fine.
If you’re the client, there’s a huge benefit to proactively volunteer answers to these questions.
For example, my friend could say something like this the next time he hires a lawyer on an M&A deal:
“Before you start work, do you mind if I share some thoughts as to what I’m most worried about? In short: we’re running out of cash in 3-4 months, so it’s absolutely critical we maintain pace, so please do whatever you can to ensure we can agree quickly. Based on your experience, what would you recommend we do differently in the process to boost speed?
Also, I wanted to share a story of my experience working with legal counsel on a previous matter. Just to give you a sense of what works well for me, and what doesn’t: Are you open to that?
It makes it much more likely that the lawyer will work in a way that aligns with your priorities.
Why this consultative approach is worth it if you’re a lawyer
Every client wants a lawyer who not only brings legal skills to the table but also genuinely cares about their past experiences and current fears.
It means that as a lawyer you're aligned with your client's needs and expectations from the get-go. It will not only improve the day-to-day of running the deal, but it also sets you apart in a competitive market.
Especially because you can ask these questions early on, during the scoping stage when the client may still be interviewing a few options. Most clients will hire the lawyer who understands them best, and it’s surprisingly easy to get there!
Thanks for being here,
Daniel
CEO at DraftPilot
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