I am one of the odd characters who rather admires lawyers.  I have had a few occasions to be on both sides of a lawyers gun barrel and have come to admire them as a group for what they do.  Contrary to what most people believe, they do much more than simply provide exquisite obfuscation. Yes, they can generate plenty of fear, doubt, and anger. Divorce lawyers generally have a stable of enemies. But more to the point they are trained to drill down to the facts of the case.  They can pierce through the knotted fur ball of imperfect memory and slanted testamony to find the thread that connects the facts.  Well, at least some of them can.

But what is perhaps more interesting than how lawyers perform is how their clients behave around them.  If two parties are trying to plow through a complex negotiation without lawyers, for instance, it is likely that the tone of the proceedings will differ from a meeting with lawyers present.  It is practically axiomatic that once one side has their attorney present, the other side feels compelled to have theirs present as well.  This only makes sense.  If the meeting concerns contractual issues or matters of liability or indemnity, it is best to have some legal firepower to oversee agreements or disclosures. 

What happens when the attorneys are present is this. Like a startled bivalve, each side clamps down their shell and communication becomes a thin gruel of vague and hesitant exchanges.  Suddenly everthing takes twice as long because both sides have to hunker down with counsel to discuss the plan off-line.  Everyone is afraid of a slip up. Representatives of each company not only fear the other sides attorney, but their own as well.  They fear the other sides attorney for advantages they might seize, but fear their own attorney for the consequences of a blunder on their side.  Your own attorney will be able to describe your blunder in living color to management in the postmortem, so everyone is super cautious. 

What is often missing in negotiations involving lawyers is plain talk.  It often happens that in trying to be careful with disclosures and declarative statements, both sides fail to actually make a clear statement of what they want.  Consequently, each side ends up negotiating a slightly different problem.  It can take multiple meetings before everyone is on the same page negotiating the same deal. 

Sales people are configured by nature to bring home the deal.  They are inclined to do and say what it takes to git’er done. Procurement people are coy by nature and acclimated to their companies policy on purchasing. They want the best price, terms, and delivery possible.  They will want concessions from the vendor and firm agreements on inventory and pricing schedules.  They want and want and want. But in the end they have to get.  They have to make the deal because raw materials have to arrive before invoices can go out for finished goods.

In negotiation, both sides bring their magic to the table.  When lawyers are present, in my experience at least, everyone becomes so bloody careful and hesitant that a spirit of distrust can form. People become reticent to engage in plain talk. Lawyers are concerned with the “what if’s” and in fact it is their duty to make their client aware of such things. Soon after the lawyers jump in, people begin behaving like first year medical students who startle at every twinge and sniff.

The lawyers bring up the issues, but it is the duty of the experienced business manager to step back and assess the likelihood of a breach.  The mistake people often make is to get the lawyer to make the decision for them rather than use the lawyers input to assess the big picture. The lawyer gets paid irrespective of the outcome of the decision. In the end, the business person must make the business decision and live with it.

Because lawyers are involved in key negotiations, they accumulate considerable “combat time” in business transactions.  This is partly why lawyers end up on the board of directors of corporations. People feel more comfortable having them in the loop for the dicey decisions.