Handbrake Lawyers: How to Get Your Deal Moving - Part 1/3

How do you deal with the other side’s external lawyers when a) the external lawyers don’t really understand the deal, and b) the people you are trying to do the deal with won’t take control of their lawyers?

This scenario comes round much more often than you think. Usually, it’s a combination of two factors.

Factor A: the external lawyers don’t really understand business, or the nature of the deal, or equally bad, just want to do the minimum. It’s so much easier to retrieve a template from the template library, make a few tweaks, and send it out again. (Note: this is rarely an issue with in-house lawyers. They are in-house precisely because they do understand business and feel more comfortable in that environment).

Factor B: the clients are intimidated by their lawyers. For reasons that escape me, there are people out there who think that lawyers have some particular inside track on the real world and therefore defer to their judgement. Is it a question of appetite for risk? I don’t think so. For some people, lawyers have a special mystique. (Yes, it’s bizarre).

Spoiler alert: lawyers don’t have an inside track on the real world. In fact, there are quite a few lawyers out there who don’t have a good handle on the business world at all. Don’t blame them: it’s their training.

Here’s one of my more recent experiences of external-lawyers-are-blocking-the-deal. My client was in a hurry to do the deal and the other side’s business people were in a hurry to do the deal (for a number of reasons, there was a ticking clock). The other side’s external lawyers produced the first draft contract. It was pretty useless: either the lawyer had not asked the right questions, or had been poorly briefed (or had let themselves be poorly briefed), and big chunks were missing from the contract that were needed to make the transaction work.

There was no point in going back with a marked-up version of the document. There was clearly a lack of alignment on the other side. A marked-up version of the document would have just created a storm of redlining, which is usually pretty unproductive, plus we had a clock ticking.

What we really needed was a meeting of legal and commercial on both sides so that we could validate alignment on the deal and highlight any areas where the parties were not in sync.

So, we decided to go back with heads of terms (i.e. a much shorter document setting out our understanding of all the key terms), the basic premise being, We think this is the deal we are trying to do together, do you agree? On the back of the draft heads, we would have a meeting, and the draft heads would effectively provide an agenda to work through.

Part 2 next week.

24th March 2026