More Davidoff-Ribstein-Lipshaw on the Cerberus-URI Case

You may also like...

1 Response

  1. A.J. Sutter says:

    A couple of observations:

    1. Most deals don’t get litigated, thank goodness. I agree that getting the deal closed is more important, and a better bet.

    2. When I was on the in-house side of M&A deals for Applied Materials, I nonetheless felt that my clients (i.e., the business folks) had a right to be able to understand the agreement, since they were going to be held responsible if the acquisition were to fail. I was using several of the major Silicon Valley firms at the time, and I insisted that they write the agreements in a more straghtforward manner, instead of providing a draft that had so many patches and ad hoc clauses accrusted to it over the course of many previous deals that it looked like some contraption from the Beverly Hillbillies. One young partner from one of the largest such firms had the gall to tell me that contracts were for the lawyers and that businesspeople only needed term sheets. He later recanted, and the other firms were quite cooperative all the way. I don’t recall that we necessarily had zero tolerance for “notwithstandings,” but we smoothed out most of the convolutions and corrugations. Sticking up for your client goes beyond haggling over the entity’s legal rights — lawyers should also think of the brains (and rear ends, metaphorically speaking) of the individuals on the team.