Last evening I had to go to a small, rural Georgia county to meet with representatives from the local county commission, development authority, board of education, tax assessors office, etc. The county is trying to pacify its largest employer with a bond deal to help it build a new plant, or something. Bond law is not something I am an expert with, but I work with a guy who is a genius at it.
Anyway, everyone is confused about this deal. We’re dealing largely with volunteer officials who have to sign off on important documents. The company’s lawyers in Atlanta are drafting everything. Guess when these poor folks got the 500 pages of documents to review? Last Wednesday, five hours before their meeting to approve the deal. I struggle to read 100 pages an hour in a bond deal. How did these folks in Atlanta expect volunteer government agents to?! Notwithstanding that, the primary document then went through 14 or 15 drafts and 8 substantive revisions — with the last revision happening at 5:00 p.m.
Today, I’m in another deal that is suppose to close tomorrow. I fell into this one on Thursday of last week and I’m trying my best to get up to speed. Well, my client is borrowing money for one company and owns stock in a another small company (actually a majority of the stock). The bank has made similar loans to my client where my client pledges his stock as collateral, but the company that the stock revolves around is not a guarantor.
The bank’s lawyer for this transaction has decided, along with someone at the bank, that this should not happen. The company should be a guarantor. He may be right, but the fact is that the bank and my client have had a working relationship for 15 years and have done this same transaction repeatedly.
When lawyers get involved, things get complicated and often confused and collapse.
Conversely, when clients wait until the last minute to bring in lawyers, things get complicated and often confused and collapse.
I don’t know where to draw the line. But, I do take the position that my job is to carry out my client’s intentions as best I am able to get done what they want without complicating the deal, though trying to rid them of any unforeseen areas of potential liability. Complicating it just to complicate it is not my style. Blocking the deal is not my style. I usually send my client a detailed letter saying I’m doing what they want, but if they go through with it, here are all the problems that might result. I’d rather let them make an informed decision, than destroy a 15 year working relationship with a friendly bank. Am I wrong?