Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
Issue link: https://digital.carswellmedia.com/i/1024973
54 LEXPERT MAGAZINE | SEPTEMBER / OCTOBER 2018 | IN-HOUSE ADVISOR: TEAM BUILDING | any transaction centers around factors be- yond price. "When you're leading a deal team, I think what you need to do is fig- ure out what the other side's equation is. ey're solving for X but it's probably not the same X that you're solving for." e most difficult to negotiate tend to be social factors, risk issues or legal liabil- ity. "Especially if it's a liability issue or a risk issue that they want to offload onto some- body else, it's not something that they're going to tell you because obviously it would make their negotiations more difficult." But it's certainly in your best interest to know, because if you can figure that out, especially if it's something that is bad for them but isn't as bad for you, "you can fre- quently work out a deal that scratches their itch … but doesn't cost you anything." When EPCOR Utilities was split into two companies in 2009, one became pub- licly owned by the City of Edmonton and the other became Capital Power. Chisholm says the City wanted to keep the head office in Edmonton but the team had to guess this since it wasn't stated dur- ing negotiations. "When we started to of- fer them things that would achieve that purpose, then they got really interested and that's when we knew we had struck gold." Chisholm's team ended up devising a capital structure that gave the City of Ed- monton a single share that was non-voting unless Capital Power wanted to move its head office. Peeking behind the corporate veil to gather as much intelligence about the other side as possible can offer competitive ad- vantages. "If you can get some colour com- mentary about them and their motivations from other people, then you can figure out if there's something beyond price and if so what it is," says Chisholm. To figure out what the real story is, talk to people who know the company but aren't employed there, read all of the press about the company, look at its social media and ask questions, Chisholm says. "Oen investment bankers, for example, who aren't working directly for them but who know of them or have worked on a historic deal on the other side from them can give you some useful information." Chisholm says she believes a good team gets better every time it works together and that the more openly team members can communicate, the better. She says that there's no such thing as a dumb ques- tion or suggestion. "We find oen that the most off-the-cuff suggestions lead to brilliant moments. So we just trust each other. We also oen disagree. We have very colourful debates but it doesn't get personal; we're always solving a problem. And the more we debate, the better the solution we come up with." KATE CHISHOLM LEGAL & EXTERNAL AFFAIRS AT CAPITAL POWER I never get into a battle of egos because I make it very clear what questions I want them to answer. I would never put up with somebody who was competing with me in some way. I make it very clear where their sandbox is and where my sandbox is. Then you just have to stick to your sandbox