Counsel to Counsel - November 2008 - (Page 8) best practices MuLTINATIoNAL TrANSACTIoNS: Assembling the right Team NATALIE MOSALLAM | ACCENTuRE LLP Based in Chicago, Natalie Mosallam serves as corporate counsel at Accenture LLP, a global management consulting, technology services and outsourcing company. The scenario she describes in this best practice occurred prior to her joining Accenture. Natalie can be reached at natalie.mosallam@accenture.com. implementation steps A European company bids to provide service solutions to a company in the Middle East. It spends substantial resources preparing its bid. At the eleventh hour, the company hires an international business consultant to help it understand the cultural lay of the land. The project is ultimately awarded to another company. The consultant believes the company may have only been used to drive down the winning bidder’s price. situation • Assemble a team comprising attorneys experienced in multinational transactions. Consider including an international business consultant. • Realistically assess your chances of winning the bid. • Familiarize yourself with the culture, especially social obligations. • Research the lawyers with whom you will be negotiating and understand their approaches. The company was trying to conduct business in a region in which it lacked expertise. One of its biggest mistakes was not bringing in the right team, including the business consultant, from the start. What must inside counsel do to avoid the same fate in future bids? How can in-house counsel ensure the deal team has experience in both multinational transactions and the local culture? challenge in-house counsel the cultural ropes and prepare you for future assignments. It will also help you close the transaction after you win the bid. Have your team assess your chance of winning the bid. What do they or your regional counsel hear through the grapevine? What other companies are bidding? Do they know someone who might be able to find out? Cultural due diligence at the outset will help you understand whom you are dealing with so your company will only apply valuable business development dollars to deals with a strong likelihood of success. Agree on the value of the deal and your best alternative to a negotiated agreement (BATNA). At what point will you be willing to walk away? Brush up on the local customs and social obligations. If necessary, follow the lead of your outside counsel. In the Middle East, before you begin negotiating terms and conditions, you socialize. Arrive several days in advance of the formal meetings. You want to get to know the potential business partner’s representatives, and they want to get to know you. You will learn a lot of valuable information as you become more comfortable with each other. Who is the ultimate decision maker? Research the lawyer(s) you will be negotiating with beforehand to better understand their approach. In the united States, we typically reference case law. We see most issues in relation to established legal precedents. In the European union or Middle East, directives may provide guidance, but it is up to the attorney to make the argument one way or another. To do business in the Middle East, as one example, you must understand the culture, the laws, the diverse nationalities and languages. Depending on the deal and available in-house expertise, assemble a team that includes an expert in international business, attorney(s) with multinational transaction experience, outside counsel from the region and if necessary an interpreter. The team should be in place well before any bid preparations begin. approach adopted Some companies may try to save money by bringing consultants and lawyers on late in the deal time line. In reality, having the right team in place early is more cost efficient. Compounding the issue, some businesspeople prefer to keep deals “between them” in the early stages as they do not view consultants and lawyers as trusted advisers. By focusing on changing this view and building greater trust, the image of consultants and lawyers would change from “deal-stallers” to trusted advisers. Their early participation could actually save a lot of time and precious resources. If nobody within your organization has that experience, network. Perhaps an attorney you worked with in London can recommend someone in the Middle East. The ABA Section of International Law and its regional committees may be able to help. If it appears that your company will be entering a region that’s new to you, consider getting a mentor to show you Deal quality will improve with greater selectivity. In addition to successfully navigating the cultural roadblocks that can impede deals, having the right team in place early in the process helps the company hold on to more of its valuable development dollars. measuring success 08 LexisNexis® Martindale-Hubbell®
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