I cannot overemphasize the importance of writing everything down during negotiations. Once an item has been discussed and decided upon, have someone from each party initial the notes to confirm the completion.
Maintaining a written record helps to keep everyone on the same page. Without such a record, you run the danger of having two differing versions of what was said and/or agreed upon.
If you write down the terms as they are settled, you can avoid a potential dust-up later should one of the parties misremember what was actually approved.
At my firm, Capstone, this discipline has saved more than one deal from disaster. I recall negotiations on behalf of a client for a strategic partnership with a leasing operator. We sat down with the CEO and CFO of the target company. After several days of discussion, we had all the salient points—there were seven at the time—written up on our flip chart. We discussed them together in a single meeting and reached an agreement for each one.
At this point, there was a setback. Before the lawyers could draft the final agreement, our counterparts went through an ownership change. This put the deal on hold for nearly a year. The CEO and CFO from the target company stayed on and eventually reopened negotiations, but they acted as though we were all starting from scratch.
Instead of rehashing the negotiations, we gathered everyone into the same room, pulled out our flip chart from more than a year before, and in three hours settled the deal.
*This post was adapted from David Braun’s Successful Acquisition, available at Amazon.com
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