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We generally represent clients, usually businesses, about to enter into substantial transactions which are not those they routinely enter into and with which they can use some help.
Sometimes this is the acquisition or sale of a business. Sometimes it is the acquisition or sale of a parcel of real property. Such transactions may include leasing transactions, employment transactions, and the like. A detailed list of the sort of transactions we have been involved with, which serves as a list of examples, is here. We generally will advise in structuring and negotiating the transaction, and tend to be engaged early in the planning of the transaction rather than later.
Structuring the transaction may include structuring the entity for the acquisition, which will involve agreements among principals.
The firms I practiced with initially placed a lot of value in negotiating skills. Those firms had training sessions in negotiation, and taught techniques which we applied to matters we handled. For example, I represented the Utah Jazz on behalf of one of the firms I worked for. We negotiated all the player trades and the player agreements on behalf of the team. We kept spreadsheets of each negotiation, indicating the various party’s concessions at each stage of the negotiations. Frequently, I refer to a text on negotiating, and may copy a chapter for a client, so that the client has some insight into why we are doing what we do.
We generally bring tax sensitivity to everything we handle. For example, when a business is being sold, a sale of assets is quite different tax-wise from a sale of stock, and it saves everybody a lot of time and trouble later on if the party starts out on the right track.
Over the years my biggest and best client has been a large regional outdoor advertising company. I have enjoyed my relationship with them for several decades, and they have grown to become the largest regional outdoor advertising firm in southern California. Through them, I have been exposed to a variety of legal issues from real property leasing, acquisitions and dispositions, land use matters, condemnation matters, tax issues, corporate compliance matters, and the various matters pertaining to real estate development including title insurance, finance matters, property taxes of all sorts, and the occasional dispute with a city over a Hooters display.
Our Clients Tend to be Businesses
Certain things follow from this. For one thing, every item on our statements must be cost-justified. We expect to be able to explain why we did something, not only from the standpoint of arid legal reasoning (“You are entitled….”) but also from the standpoint that something is worth doing. We will not spend inordinate time negotiating nor researching minor matters.
We pride ourselves in looking at the big picture, and this means our client’s business picture. Some things matter. Many things do not. We will try not to waste anybody’s time on the things that do not matter. And of course, we look to our clients to advise us on the difference. We view ourselves as representing our clients, and it is for our clients to determine the priorities. Our goal is to listen.
However, the best example of the difference is this anecdote.
Another consequence of representing businesses is that we get paid. We write off virtually none of our bills. All of our clients pay the same rate without exception. This is something that seems democratic and right to us. We take pride in knowing that every client, no matter how big nor how small, nor how large or small the matter, pays the same hourly rate. Currently our rate is $580.00 per hour and it increases from time to time. We will give you notice of increases two months in advance.
Another consequence of representing businesses is that we generally do not enter into formal written retainer agreements with our clients. As a legal matter, they are not required between old clients, of which we have many, and between corporations. Frankly, they do not seem to make for very good salesmanship. Most of those clients who have asked for them have pointed this out. Yet, if retainer agreements are requested or required, we are happy to provide them.