This February, Temple Law sent a team coached by Professors Ed Ellers and Jonathan Lipson to the National Transactional LawMeet Mid-Atlantic Regional Competition at Benjamin N. Cardozo Law School in New York. The Transactional LawMeet places dozens of law school teams in the role of counsel tasked with negotiating a simulated business transaction. This year, LawMeet required students to negotiate the purchase of a family-owned and operated business by a foreign multinational company.
As a member of last year’s team, I was fortunate to be invited back to help my classmates Megan Albright, Bridget Gallagher, and Matthew Riehle tackle the problem. The new students were selected for their stellar work in Prof. Ellers’ and Lipson’s Negotiating and Documenting Corporate Transactions course. We were all faced with negotiating a tricky method of compensation known as an earnout, where at any given time the interests of the Buyer and the Seller may not be aligned.
To prepare for the competition, our team spent hours taking client calls, drafting the purchase agreement, exchanging revisions, and engaging in mock negotiations. At each step of the way, the professors emphasized the importance of having a firm grasp of your “theory of the deal,” which entails not only knowing what your client’s needs are but also why those needs are important. This fundamental concept, the professors stressed, should underlie all of transactional lawyering.
While LawMeet is a competition, it isn’t centered around “winning” or “losing.” Rather, it was an incredible chance to begin developing valuable lawyering skills that will set a strong foundation for the future.
We walked into the negotiating room at Cardozo, and finally met the teams with whom we had been exchanging drafts for weeks. Keeping the theory of the deal in mind, Megan, Bridget, and Matthew were skilled negotiators. They were appropriately aggressive, made concessions where needed, and kept the other teams thinking on their feet. They achieved a number of the client’s goals, all while maintaining a firm yet cordial tone to the proceedings.
Unfortunately, at the LawMeet, as in life, personal tastes have a tendency to rule the day, and despite the team’s fantastic effort, the judges at the competition did not reciprocate. (That is, we didn’t take home the ultimate trophy.) But one judge in particular—a veteran transactional lawyer—was effusive with praise. As he put it, “That was an old-fashioned beatdown.” He loved the team’s style, saying that he could not wait to see us in our future practices.
There is a common misconception when negotiating business transactions: a lawyer may forget that she shouldn’t be negotiating “against” the other party, but rather “with” them in an attempt to reach a mutually beneficial outcome. While LawMeet is a competition, it isn’t centered around “winning” or “losing.” Rather, it was an incredible chance to begin developing valuable lawyering skills that will set a strong foundation for the future. While “beating down” your counterpart isn’t usually the best course of action, I know my experiences with the Transactional LawMeet will allow me to more quickly become exactly the type of effective advocate that clients seek.
Richard Barzaga is currently a third-year student at Temple Law with interests in commercial litigation, securities, and business transactions. He will be an Associate at Weber Gallagher in Philadelphia beginning Fall 2015.