In this TCS Daily op-ed, Professor Bainbridge weighs in on a problem that businesspeople invariably complain about in connection with the handling of contractual matters relating to their business — those damn dealbreakin’ transactional lawyers:
In his book, The Terrible Truth About Lawyers, Mark H. McCormack, founder of the International Management Group, a major sports and entertainment agency, wrote that “it’s the lawyers who: (1) gum up the works; (2) get people mad at each other; (3) make business procedures more expensive than they need to be; and now and then deep-six what had seemed like a perfectly workable arrangement. Accordingly, I would say that the best way to deal with lawyers is not to deal with them at all.”
Pretty depressing stuff, especially if you hope to make a living as a transactional lawyer.
Bainbridge sums up by providing wise advice not only to transactional lawyers, but to any lawyer attempting to make a living resolving business issues:
All of which is why both legal education and the apprenticeship served by young associates must emphasize not only legal doctrine but also economics and business. It may still be possible for someone lacking any knowledge of finance and economics to be a successful mergers and acquisitions lawyer, but I doubt it. As Mark McCormack observed, “when lawyers try to horn in on the business aspects of a deal, the practical result is usually confusion and wasted time.” Transactional lawyers therefore must understand the business, financial, and economic aspects of deals so as to draft workable contracts and disclosure documents, conduct due diligence, or counsel clients on issues that require business savvy as well as knowing the law.