The "P" in "Parties" also needed to be capitalized.
What I don’t get is even in the absence of capitalization wouldn’t the default interpretation be whatever the prevailing reasonable meaning would be?
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Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
11–20 of 49 posts
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#12When dealing with private equity, there are three things to remember:
1.) You may negotiate with them two or three times in your life. They negotiate with people two or three times a day. You are the least experienced and most vulnerable party.
2.) They are not your friends. They’ll pretend but they’re not. If you’re in music, think better paid A&R with fewer morals.
3.) If a term can sink a deal, they were never interested in signing. Adults can deal with disagreements without crashing the whole plane.
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#13When dealing with private equity, there are three things to remember: 1.) You may negotiate with them two or three times in your life. They negotiate with people two or three times a day. You are the least experienced and most vulnerable party. 2.) They are not your friends. They’ll pretend but they’re not. If you’re in music, think better paid A&R with fewer morals. 3.) If a term can sink a deal, they were never int…
This particular story doesn't seem like a negotiation failure so much as a grave failure of this person's legal counsel in drafting the final agreement.
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#14I feel the biggest issue was that there was a desperation for the sale which caused to the OP to agree to something out of their comfort zone and experience. Once you do that, the advantage is for the acquiring company.
Presumably any private equity firm you'd want to work for would respect the fact that you were capable of getting a good deal for your founder client (and the implicit assumption that because they have additional evidence that you are a better lawyer who is also loyal to their clients that they are more likely to hire you)?
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#15[deleted]
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#16The "P" in "Parties" also needed to be capitalized.
What I don’t get is even in the absence of capitalization wouldn’t the default interpretation be whatever the prevailing reasonable meaning would be?
From the article, it's not clear that the prevailing reasonable meaning was Connected Parties. In fact, it sounds like the author thought the meaning was connected parties -- otherwise he would not have bothered to disclose the relationships of the two shareholders who were connected parties (lowercase) but not Connected Parties (uppercase).
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#17When dealing with private equity, there are three things to remember: 1.) You may negotiate with them two or three times in your life. They negotiate with people two or three times a day. You are the least experienced and most vulnerable party. 2.) They are not your friends. They’ll pretend but they’re not. If you’re in music, think better paid A&R with fewer morals. 3.) If a term can sink a deal, they were never int…
This particular story doesn't seem like a negotiation failure so much as a grave failure of this person's legal counsel in drafting the final agreement.
They chose the wrong counsel - they went to a general practice firm as opposed to finding a lawyer capable of navigating 1 - 3.
A lawyer may be great at holding little old ladies’ hands while preparing their wills. That does not mean they’re qualified to deal with PE.
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#18Great article and great takeaways. People should always keep in mind that in business people are not your friends. Does not mean they are evil though. The takeaway here is the what I take as the main point. Hire proper legal representation.
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#19I feel the biggest issue was that there was a desperation for the sale which caused to the OP to agree to something out of their comfort zone and experience. Once you do that, the advantage is for the acquiring company.
Presumably any private equity firm you'd want to work for would respect the fact that you were capable of getting a good deal for your founder client (and the implicit assumption that because they have additional evidence that you are a better lawyer who is also loyal to their clients that they are more likely to hire you)?
"...you'd want to work for..." This is a misleading framing. The private equity firm only wants to make the deal work financially and only for them. Anything else is secondary. You shouldn't be thinking about their respect, wanting to work for them, or anything beyond the deal terms.
Re: Lessons from a Private Equity Earn Out: How I Lost £550K Due to a Lowercase 'C'
#20When dealing with private equity, there are three things to remember: 1.) You may negotiate with them two or three times in your life. They negotiate with people two or three times a day. You are the least experienced and most vulnerable party. 2.) They are not your friends. They’ll pretend but they’re not. If you’re in music, think better paid A&R with fewer morals. 3.) If a term can sink a deal, they were never int…
If it's not fatal, don't "marry" a third-party of questionable integrity for some cash.