This document provides tips for in-house counsel to develop effective relationships with business partners. It suggests understanding the business partner's pressures and supporting them in meetings. It also advises educating partners on legal responsibilities and identifying accountability for tasks. Regular communication and setting expectations can help partnerships run more smoothly.

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orking a deal with an ners? If they are inexperienced, have tenance and support, and the business
W experienced business
partner can be a well-
choreographed dance
bringing professional satisfaction to
each side and beneficial business deals
you discussed what qualifies as a legal
or business decision and when deci-
sions belong to another department?
A license grant, indemnifications, and
reps and warranties fall under legal.
motivations of each side)?
After all, as in-house counsel, you
support the business units. To bring a
business partner over to your side of
thinking, you need to be patient. You
to the company. Knowing when to lead Pricing and distribution fall under also need to be honest about why the
and when to defer during negotiations business. What about deviations from relationship is not working. Have you
is sublime. Of course, we all know the standard company policy? Are other become a roadblock — a black hole into
other side of the game. What happens departments required to approve? which work disappears forever? If so,
is it possible to off-load
some of your work? Are
Developing Effective Relationships there template agreements
that can be executed by
with Business Partners the business group unal-
tered under certain condi-
BY FRANK FLETCHER tions? Can you promise
24-hour turnaround on a
simple task, such as NDA
if your business partner is less than What will your CFO say when you requests, as a means of gaining trust?
ideal, escalating every time they hear learn that business has promised net If you are assigned to support a group
“no” or are asked for additional infor- 75 payment terms or provisions that that is highly technical, but not much
mation? What can you do about it? affect revenue recognition? Identify- interested in the business side, is it pos-
First, ask, “What can I do to be a ing these areas of responsibility up sible to identify one person in the group
better legal partner?” The more value front can provide clarity in how you to funnel work through? Can each side
you can bring to the relationship, the work together. be held accountable for performance?
more likely it is that your business Continuing on the educational path, At the end of each business meeting,
partner will respect your views and have you established template agree- do you identify open items and whose
listen to your advice. For example, do ments with rules of use, explaining job it is to close out each task? Can you
you understand your business? Do the need for certain key language? clearly identify the business owner of
you understand the pressures your Have you discussed how and when each deal or name the executive sponsor
business partner is subject to? Do you certain pain points are best presented watching that the deal gets completed
support your business partner during to the other side, or at what point legal properly? Any time you can encourage
meetings? Do you meet before a deal should be brought into a deal? Do you business ownership while holding up
to discuss and agree upon objectives? attend staff meetings for the technical the legal side of the equation, you are
This might be just another deal adding and sales groups you support? Have heading down the right path.
to your already overloaded workday, you presented training modules at staff So, do these ideas always work?
but to your business partner, it might meetings to discuss how to work ef- No. But they work sometimes. Of
be a sale that saves his job or the fectively with legal? course, if all else fails, you can take
company’s quarterly financials. Under- As a department, have you identi- a very long walk and clear your head
standing the importance of the deal fied the individuals in legal who are before coming back to work. After
and knowing the business background responsible to support certain agree- all, who among us couldn’t use a bit
will help instill confidence in your ments and groups? Have you prepared more exercise?
business partner. an internal business term sheet sum-
If you can fairly say that you have marizing the business goals of the pro- Have a comment on this article? Visit
covered the preceding, what have you posed engagement (e.g., deliverables, ACC’s blog at www.inhouseaccess.com/
done to educate your business part- properties created, ownership, main- articles/acc-docket.
FRANK FLETCHER is general counsel for Nero AG headquartered in Karlsbad, Germany with subsidiaries in Hangzhou,
China; Yokohama, Japan; and Glendale, Calif., where he usually can be found. Fletcher can be contacted at
ffletcher@nero.com.
ACC Docket 20 June 2011