Small Business Primer

Question: What do “business lawyers” do?

Here’s the right question:
What do good business lawyers do?

And before we answer that:
What is a small business?

Small business is a relative term. A small business is the coffee shop around the corner, and it’s also a company with fifty million dollars or more in annual revenues. Most small businesses are privately owned. That means they are not publicly traded (like on the NASDAQ or AMEX).

Good business lawyers are considered to be good for a reason. We do a lot more than just draft documents. We work to get the deal done, but still protect our clients’ interest while giving them good service, for value. We document a deal, of course. We’re there to get to the goal of closing or signing. Importantly, though, our job is also to help our clients see things clearly if their judgment may be clouded by excitement or anxiety.

Often, our relationships with our clients evolve, and we become their “general counsel”. We are asked to give legal advice and “counsel”. Lawyers have differing opinions on whether to render “business advice” and how much we take a hands-off approach on a deal, but the way we see it, there is a reason we are called “counselors at law”.

After practicing for awhile, we lawyers begin to get a “feel” for a deal. Yes, it’s a “feeling” we get – a sense that something isn’t right, or someone isn’t being forthright, or, is just down right dishonest. If something doesn’t feel right, it doesn’t smell right, it doesn’t look right, or if the other side is not acting honorably, we don’t just sit there and say nothing. At least we at WJ&L don’t. I’m not suggesting that lawyers want to “kill” a deal, though they are often accused of doing that, but the fact of the matter is, we see a lot of deals, good and bad. We know when something isn’t right. And for sure, we know that the climate of the pre-“closing” negotiations most definitely pervades the relationship after the closing (or the signing). Many business transactions require the parties to work closely together once they sign a contract. Take this to the bank: If the other side is difficult, lazy, dishonest, unethical, or just rubs you the wrong way, don’t expect that to change. This seems obvious, but it needs to be said. Too many people take on “partners” that they don’t get along with. It’s really the same as a marriage. If you are not compatible, what’s the point?

And, for us, often times representing smaller clients can be even more challenging than representing larger clients. Why? Because every client deserves a Cadillac, whether they can afford it or not. And the basic concepts and issues that arise are really essentially the same, regardless of the size of the deal. So, for us lawyers, the issues we face are substantially similar, whether our client is buying a small restaurant, or a multi-million dollar restaurant chain.

One final thought, at least for now. A good business lawyer doesn’t fight the other side for every single item or issue. Sometimes, less experienced (or more arrogant) practitioners are insecure and afraid to “concede”. Experienced, effective attorneys know when to “give”, and when to negotiate and fight for something. Our job is to protect you, but we also have to get the deal done, right? If we spent time and money arguing about something that, at the end of the day, doesn’t affect our client in any meaningful way, we have wasted time, money, and goodwill.

A good business lawyer does a lot more than paper a deal. A lot more.

Lisa R. Aljian is “Of Counsel” at WJ&L. She works actively in our Business & Corporate department and on Transactional matters.

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