Are there any do-overs in corporate law?
Any lawyer with an active transactional practice can tell you 3 things that would be different today if there could be another kick at that contract finalized yesterday.
The good professor offers 4 things to do before the deal breaks down and a healthy 7 things to consider after. One of my favorites in the post-break down phase is number 1–avoiding hostility. Is there any among us who hasn’t had a client who wants to “teach them a lesson” or “fight to the last” or the one I fear most–“this thing is a matter of principle.” Clients who think they want to fight over principle feel a bit different the day before their deposition is taken. They start to feel way different the day before they are to testify at trial.
For large disputes, I like to let a law firm involved in the transaction know that they will likely not be the firm involved in the litigation.
What this issue ultimately comes down to on mission-critical agreements is that you have to choose counterparties partly on integrity–are they in it for a long-term relationship or a short-term win? The former become valued business partners, the latter become plaintiffs.