The WieseLaw Contract Studio Blog

The Power of Entrepreneurial Thinking Everywhere

2012-01-19T13:55:00.002-06:00

Oftentimes people think you have to be a certain type of person in order to become an entrepreneur. I’m here to say they’re all wrong. Being a good entrepreneur requires a specific mindset, and one that anyone can take on.

In this day in age we need entrepreneurial mindsets to be able to create and innovate in situations of great ambiguity. Here at the law studio we use a framework called ET & A (Entrepreneurial Thought & Action), developed by Babson’s College President Len Schlesinger, in its simple form:

The 4 questions you answer are:

Who am I?

What do I know?

Who do I know?

What am I willing to lose?

Once you have answered those questions, the proper entrepreneurial mindset will be yours. Just remember – the next key element is action.

(Photo -- from here).

Deal Day Questions

2012-01-12T16:18:00.004-06:00

There are a lot of unknowns in the deal world, but one thing is crystal clear to us: you need to ask the right questions. In September we wrote about some good questions to ask your opponent while at the negotiation table, but those aren’t the questions we’re talking about now. What we’re interested in are the three questions you need to ask yourself before you make a decision on your deal.

BE SURE TO ASK YOURSELF:

1. Is this deal worth my time and effort?

2. What are the key terms in the deal?

3. Can we be successful with those exact terms?

If the answer to numbers one or three are “no” or “maybe,” run far, far away. If the answers are a solid “yes,” then you’re golden.

What questions do you ask yourself before you make your final decision?

Finding Your True North

2011-12-21T09:15:00.006-06:00

A compass is an instrument for finding direction. One of the most powerful assets in our lives is that only you can be you. Your core challenge in life is to find your true north – your authentic self – using that magnet within you that is called your soul. And, upon such discovery, to focus your being toward advancing the human condition.

In the deal world, your compass should be filled out as follows:

North = Knowing what you want (the essence – it's more than time and money)

East = Knowing who you know that can help you with this particular deal

West= Knowing what resources you have to work with

South = Knowing who or how you can fairly share the risk

Have you ever used a deal compass like this? Has it proved helpful?

[Photo Credit: http://www.nateriggs.com/]

Deal Cartographer

2011-11-21T11:02:00.006-06:00

It's sad but true -- deal world is full of ambiguity. We have tools at our fingertips that we can use to navigate this unknown terrain, however.

When making a deal in a landscape of ambiguity, it's imperative to use at least two tools (deal map and compass) and one strategy (relationship building). Today we'll discuss the first tool:

The Deal Map: Be sure that you can visualize your deal. One way to create a deal map is to draw a picture of your desired destination, then fill the map in backwards as you go through negotiations. The visual landscape of your desire mixed with what is actually happening will form the landscape. When you take a look at it, you'll recognize bridges, barriers and gaps to your desired destination. With each deal you'll get better, and more effective strategies and tactics will come to mind. Eventually, you'll become a deal cartographer. If you can draw your deal, you'll fully understand it.

With a Deal Map you can navigate your way through all obstacles by turning them into opportunities, and you'll therefore find yourself where you want to be. If you don't like where you're headed, reroute. Here's an example of a simple Deal Map we created at WieseLaw.

Next week we'll discuss the second essential tool for a successful negotiation, The Compass. Stay tuned! Meantime, make sure you strategize your next deal by creating a Deal Map of your own.

Photo from webresourcesdepot.com

Filter Your Opportunities

2011-11-11T13:33:00.003-06:00

Those of us who are lucky enough to have jobs are typically time-starved. When this occurs we aren’t reflecting on what we’re doing, and reflection is invaluable because from that comes excellence, creativity and innovation.

We believe doing less, better is the wise approach. Our ability to say “no,” has increased the quality of what we’ve said “yes” to. We need to have discipline over our time, and one good way to battle our time poverty is through creating an opportunity filter. Look at each of your opportunities carefully and make sure what you’re doing is your best option.

Here’s the opportunity filter we use at WieseLaw. Before you jump on another opportunity, be sure to adopt a filter of your own.

What are the elements of your filter?

Photo from greenfield-services.ca

Book Giveaway -- EXTENDED!

2011-10-19T15:22:00.005-05:00

Many thanks to everyone who participated in our book giveaway! We're extending the giveaway for the following two books:

Up North, Reflections Moments & Memories by Joe Brandmeier
Negotiation Genius by Deepak Malhotra and Max H. Bazerman

Watch for Facebook messages and and tweets for your chance to win!

Wiese Law Book Giveaway!

2011-10-12T08:33:00.007-05:00

We're giving away some books to five lucky winners! See the official rules below:

OFFICIAL RULES  

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS BOOK GIVEAWAY. OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES & D.C., AGE 18 OR OLDER. VOID WHERE PROHIBITED. U.S. LAW GOVERNS THIS BOOK GIVEAWAY.  

1. HOW TO ENTER: The entry period for the Wiese Law Firm Book Giveaway begins at 9:00 a.m. Central Time (CT) on October 12, 2011 and ends at 5:00 p.m. CT on October 18, 2011. To enter, during the Entry Period, follow @WieseLawFirm on Twitter and re-tweet WieseLawFirm’s contest tweet, OR “like” WieseLaw on Facebook. No purchase is necessary.  

2. ELIGIBILITY: This book giveaway is open only to legal residents of the fifty United States and the District of Columbia who are 18 years of age or older as of the date of entry.

3. WINNER SELECTION: Five (5) winners will be selected in a random drawing on or about October 19, 2011 from among all eligible entries received. Odds of winning depend on the number of eligible entries received. The potential winners will be notified in the form of a private message on Twitter directed to the Twitter username used by the potential winner, or by a personal message on Facebook. If a potential winner does not respond to the notification within 48 hours, he or she may be disqualified and the prize awarded to an alternate winner. Winners are subject to verification.

4. PRIZES: Each of the five winners will win one of the following five books: Up North, Reflections Moments & Memories by Joe Brandmeier; Getting More, How to Negotiate to Achieve your Goals in the Real World, Stuart Diamond; Negotiation Genius, Deepak Malhotra and Max H. Bazerman; Getting to YES, Negotiating Agreement with Giving In, Roger Fisher and William Ury; and Leverage, How to Get it & Keep It in any Negotiation, Roger Volkema. All federal, state, local taxes on prize value, if applicable, are the responsibility of the winner. The prizes will be awarded if properly claimed. No substitution, cash redemption or transfer of the right to receive a prize is permitted. All expenses or costs associated with the acceptance or use of the prize are the responsibility of the winner. Prizes are awarded “as is” and without any warranty, except as required by law or such warranties as may be provided by a third-party manufacturer.  

5. GENERAL RULES: Sponsor reserves the right to modify these Official Rules or to modify, suspend or terminate the Book Giveaway at any time in its discretion, including without limitation in the event of any changes to the Twitter Terms of Service. Sponsor is not responsible for late, lost, delayed, illegible, damaged, corrupted or incomplete entries, incorrect or inaccurate capture of, damage to, or loss of entries or entry information, or any other human or technical errors of any kind relating to the submission, collection, storage or processing of entries or the administration of the Book Giveaway. Sponsor reserves the right at its sole discretion to disqualify any individual who tampers or who Sponsor suspects may intend or attempt to tamper with the entry process. Sponsor may prohibit any potential entrant from participating in the Book Giveaway or winning a prize if, in Sponsor’s sole discretion, it determines that said entrant is attempting to undermine the legitimate operation of the Book Giveaway by cheating, hacking, deception or other unfair playing practices or intends or is attempting to annoy, abuse, threaten or harass any other entrants or any representative of Sponsor. The use of agents or automated methods or programs to enter the Book Giveaway is prohibited Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend this Book Giveaway should a virus, bugs, entrant fraud or misconduct, or other causes beyond the control of the Sponsor corrupt the administration, integrity, security or proper operation of the Book Giveaway. In the event of termination of the Book Giveaway, a notice will be posted and a random drawing to award the prizes will be conducted from among all eligible entries received prior to the time of termination. Entry times will be determined using Sponsor’s computer, which will be the official clock for the Book Giveaway. All federal, state and local laws and regulations apply. By entering, each entrant releases and agrees to hold Sponsor, its parent companies, affiliates, subsidiaries, distributors and agents, and each of their directors, officers, employees and assigns, harmless from and against any and all claims and liability arising out of participation in the Book Giveaway or use of prize. Entrants assume all liability for any injury or damage caused, or claimed to be caused, by participation in this Book Giveaway or use or redemption of any prize. Acceptance of prize constitutes permission for the Sponsor and its parent companies, affiliates, subsidiaries, agents and licensees to use winner's name and/or likeness for purposes of advertising and trade without further compensation, unless prohibited by law. All entries become the sole property of Sponsor and will not be verified or returned. By participating in this promotion, entrants agree to be bound by the Official Rules and the decisions of Sponsor and the judges, which are final and binding in all respects. Sponsor is not responsible for any typographical or other error in the printing of the offer, administration of the Book Giveaway or in the announcement of the prize. In no event will more than the stated number of prizes be awarded.  

6. DISPUTES: By entering the Sweepstakes, each entrant agrees that (a) any and all disputes, claims, and causes of action arising out of or connected with the Sweepstakes, or any prizes awarded, shall be resolved individually, without resort to any form of class action; and (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Sweepstakes, but in no event attorneys' fees; and (c) under no circumstances will any entrant be permitted to obtain any award for, and entrant hereby waives all rights to claim punitive, special, incidental or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than for actual out-of-pocket expenses. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrants and Sponsor in connection with the Book Giveaway, shall be governed by, and construed in accordance with the laws of the State of Minnesota without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York. Any legal proceedings arising out of this Book Giveaway or relating to these Official Rules shall be instituted only in the federal or state courts located in the State of New York, and each entrant consents to jurisdiction therein with respect to any legal proceedings or disputes of whatever nature arising under or relating to these rules or the Book Giveaway.

(Photo from 100scopenotes.com)

"Tommy Can You Hear Me?"*

2011-09-27T08:11:00.005-05:00

*A song written by the great Pete Townshend of The Who

The one who listens is the one who has the power in the conversation. Why? Because listening will guide you to create an accurate picture of the deal in the parties' minds. The negotiation pro, Stuart Diamond, describes this as painting pictures in the mind of the parties. The mind is the most important tool to effectively achieve your goals in a negotiation. Paint your master piece by asking good questions and by truly listening to the answers.

Here are some good questions to ask next time you want to paint pictures in the minds of the parties:

What problem will this deal solve?
Why are we solving it this way?
What is the value proposition of this deal?
What is your biggest fear of this transaction?
How did you develop your business model?
Can you walk me through a sample transaction from the beginning to the end?

Adopt the mindset of a listener and you will be well on your way to being a rockstar dealmaker.

(photo from http://www.seeklogo.com/)

Negotiation Steps for Wimps

2011-08-19T15:05:00.008-05:00

Are you a negotiaphobe? Does the thought of actively participating in a debate-like discussion run chills through your spine? It’s OK – negotiaphobia is more common than one might think. The fact of the matter is that we spend so much of our time negotiating that it’s truly an integral skill to possess.

So, you’re a negotiation wimp … who cares? All you need to do is follow these five steps – which we pulled from the one and only One Minute Negotiator by Don Hutson and George Lucas – and you’ll be a pro:

STEP 1: PREPARE

Know who your opponent is. Do your best to understand his or her stance before you enter the negotiation. On the contrary, know your own stance. Do your research so you can cover all bases in case your opponent throws a curveball at you.

STEP 2: PARTNER WITH SOMEONE ON YOUR SIDE

Find yourself a strong ally before you enter the negotiation. Learn from him or her possible selling points you may not have thought of yourself. Having an ally will also pump you up with confidence, knowing you’re not the only one who believes in your case.

STEP 3: USE A CHECKLIST

The worst thing you could do is go into your negotiation and forget everything you stand for. Take a moment to write everything down. If you’re more visual, use a mind map. If you’re more of a perfectionist, write yourself a script. Don’t be ashamed to bring your checklist with you while negotiating; you may feel silly but you sure as heck won’t when you nail all your points.

STEP 4: ROLEPLAY

Role-playing is not just for children and theater geeks; hard-core negotiators do it, too. Find someone, perhaps your ally, who knows all your hard-selling points, and have him or her throw some sticks in your spokes – this will prepare you for the real negotiation and you’ll be far more prepared.

STEP 5: ALWAYS BE HARD ON DEAL POINTS AND SOFT ON PEOPLE

You don’t want to go into your negotiation like a harda** -- that usually doesn’t go over well. It’s intimidating and has a track record of pissing people off. Instead, lay down the law with your points, but be as kind as can be when addressing your opponent. You want him or her to like you and eventually agree with you. Entering your negotiation on your high horse is most likely not going to be effective. Stay grounded on your points, stay sweet to your opponent.

So, negotiation wimps, you have no excuses now! Just try out these five negotiation tips and you’re sure to be a pro soon. Negotiaphobia, what’s that?

[Photo from KingofGeorge.blogspot.com]

Deutscher Meister Foosball Table Giveaway

2011-08-11T15:49:00.006-05:00

Dear Readers,

We have in the WieseLaw Contract Studio a Deutscher Meister foosball table that we'd like to get rid of. We don't want this table to land in just anybody's hands, however. What we'd like to do is donate it to a local program that could use a little foosball fun. Some spirit brightening, if you will.

Here's where we'd like your help -- we want to know what organization could use this foosball table and why. Just leave us a comment with the name of the organization, why they deserve it, and the contact information, and we'll choose a company to adopt our lovely table.

Thanks for your help! We really appreciate it.

The Deal Graveyard

2011-08-10T11:37:00.003-05:00

Steer clear of these terms -- they've killed many great deals:

The Brilliant Negotiator Within

2011-05-27T15:36:00.006-05:00

I saw this young kid at the bike shop trying to convince his parents to get him a bike. He was a brilliant negotiator. His dad finally agreed to his complex proposal for a new set of wheels. This made me think that negotiation is an innate skill that we all possess but, with time, lose touch with. We supposedly “grow up” and in the process become negotiation wimps. Think back to when you were a child and tried to convince your parents to let you do things. You probably had a good success ratio.

It’s a common misconception that either you’re born to negotiate or you’re not, but I think that negotiation is a mindset and skill we all possess and need to reconnect with. When we were kids, we were authentic, we knew what we wanted and we knew what buttons to push so our parents would cave. As an adult, we struggle to be authentic, are often confused about what we want and treat everyone the same.

Brilliant negotiators are born inside us all, they just tend to die through the process of growing up. If you can overcome this irony and reconnect with the mindset and skills in your mental storage locker, you will be well on your way to becoming a great negotiator … AGAIN.

The mindset and skill children have are the same as the framework that Stuart Diamond, author of Getting More, says should be used for each and every negotiation.

Be authentic and know the desired goal(s)
Understand the other side and act accordingly (each person is different we must figure out how to connect with them versus overpowering them – focus on them versus yourself).
Figure out what it will take to persuade the others in this deal.

We all negotiate 20 to 40 hours a week. In fact, the value of your life is the sum total of the deals you negotiate. Why not reconnect to your brilliant negotiator within and kick some ass. Connecting to your natural brilliance comes from focus, practice, desire and persistence or, in simpler terms, from acting like you did when you were a kid.

(Photo from lovingyourchild.com)

Getting to "No" You

2011-05-02T07:18:00.010-05:00

I have recently learned getting to "yes" is often proceeded by saying "no." A couple months back I was offered what I considered to be a dream job: great pay, international travel, the ability to work from home. Naturally, I jumped on the opportunity. I told my boss, my friends, my family – everyone – about my new gig. I purchased fancy clothes so I could be more businesslike. I spent all the money I knew I’d be getting before I saw a dime of it. After days of indecisiveness and tiring debates with myself, it hit me like a brick in the face: this job wasn’t right for me. I couldn’t quite voice why not, but I knew I had to say “no” to this seemingly unbeatable offer.

Saying "no" to that opportunity lead me to something that felt right: WieseLaw Contract Studio. Here I am surrounded by business-igniters and thought leaders, jokesters and geniuses. Though I bid adieu to the prospect of designer clothes and trips around the world, I said hello to something even better. And look: after just a few weeks’ time, they taught me how magical it can be to say “no.”

This concept may seem a bit strange at first, but it’s something we should all try to embrace and find comfort in. Nobody gets ahead by being a pushover, and they shouldn’t. What gets people far in life is having opinions and making definitive decisions. Here are a couple pointers to help you say “no:”

- Get over it: saying “no” doesn’t make you a bad person. It makes you a decision-maker.

- If you go into a negotiation and are slightly uncomfortable with it, get it out on the table. Let the person know right away that you’re leaning towards no.

- Remember what “no” often times leads to: an opportunity to say “yes.”

So next time something does not feel right, have the courage to say "no." And remember, when someone says "no" to you, don't sweat it -- they may be trying to open a different door down the road.

The Looming NFL Lockout & the Shrinking Pie

2010-11-04T14:33:00.000-05:00

AP Photo/Haraz N. Ghanbari

Back on October 12, 2010, the owners of the 32 NFL franchises met behind closed doors in Chicago. Dominating the news with respect to this meeting is the looming 2011 work stoppage predicted by many NFL reporters and insiders. I'll leave it to them to keep breaking down the minutiae of the various back and forth barrages between the owners and the players' union (the "NFLPA"). Where I think this dispute gets really interesting is breaking down what is at stake and doing a little negotiation analysis.

The NFL is a money-making machine. It just prints money. It is estimated that the NFL revenue for the 2009 season is in the ballpark of $8 billion. One estimate from the Wall Street Journal (article here) is that even if a new deal is reached with the NFLPA in time to save the season, losses from merchandising licensees and sponsorships could total as much as $1 billion (OUCH!). If the lockout continues through regular season games, the NFL stands to lose as much as $8 million per game canceled.

The real down-side here for both players and owners is that for both players and owners, the negotiation situation gets worse - especially after March 1, 2011. As the revenue pie starts shrinking, the proposals will begin to shrink as well. Additionally, owners want to take a bigger piece of the NFL revenue set aside for player salaries and use that extra cash (roughly $1 billion) to reinvest in a host of projects aimed at long-term revenue growth for the teams and, ultimately, players as well.

Pushing the owners and the "NFL" is the large amount of debt carried by the league and its teams on which they have to make interest payments on whether games are played or not. In addition, costs are always increasing, new stadiums / box seats are being built each year, coach and staff salaries, etc.

On the other side of the coin is the NFLPA representing the players interests. According to the NFLPA the average length of an NFL career is about 3.5 seasons. A lockout is devastating to an NFL prospect trying to make an NFL roster in a lockout year. There will be a whole crop of younger NFL prospects in next year's college class for teams to choose from. Striking while the iron is hot can be key, especially for the "lesser-knowns" in the league. For every Randy Moss, Tom Brady or Chris Johnson in the league there are many others who's future is much less certain.

Still, the owners, and the NFL for that matter, don't have much of a product without the players and one of the primary issues players have with shrinking salaries is the feeling that while they define the NFL product, they are being treated more or less like interchangeable parts while the owners reap huge profits. Much of the early wrangling between the NFLPA and owners has been the NFLPA asking to see the books. Basically as "show us why we shouldn't be making more money" request.

Taking into account the added wildcards of the Supreme Court American Needle Inc. v. NFL and the NFL's hiring of Robert Batterman - the NY Lawyer who led NHL owners through the season-long lockout of 2004-05, you have all the makings for an epic and acrimonious negotiation. Once again, the NFL lives up to its reputation for being the best soap opera on TV!

Using Visuals To Capture Important Contract Details

2010-10-28T14:31:00.000-05:00

Let's face it, one of the more daunting tasks when trying to digest a new deal is discerning the relevant business/operational details and then capturing that information in a way that allows you easy access without going back to the contract itself.

In our Deal World Rule #4 (Use Maps to See the Deal Landscape) we discuss the utility of "deal maps" to help you better see the deal landscape. This is one of our favorite tools and we feel strongly that it is a great way to capture relevant information in an easy to digest format. There is an example of a deal map in the Deal World Rule link above to help spark some ideas.

Turning more directly to a contract, you can use a deal map to help capture the important deal terms so that a quick glance at your visual can replace hunting around in a contract. This can be extremely helpful when attempting to implement some contract management procedures. Generally, you'll want to capture several important terms:

Contract Length:

If you know the end date well in advance, you have time to form a more intelligent plan for renewing or shopping around for a new deal.
Renewal can often be tricky! Many contracts have an "evergreen" clause which allows the contract to renew automatically unless notice is given by a specific date. Knowing this date in advance can save a lot of headaches!

Payment Terms:

When can you expect payment after you've submitted an invoice? or How long after you receive an invoice do you have until you must remit payment?
What happens if there is a late payment?
What are your options if you are not paid?

Ownership:

Who owns the Work Product? Is it licensed out to a party or owned outright without restrictions?
Who can use the Work Product and how can they use it?

Confidentiality:

What information should be considered confidential and how should that information be handled?
What happens to information shared between the parties after the contract concludes or is terminated?

Other:

There are many times you may want to include other important deal terms in your deal map. These could include Warranties, Non-Compete clauses, "Most-Favored Nation" clauses, assignment (i.e., can you pass on your responsibilities under the contract to a third party?), publicity (i.e., what restrictions exist with regards to disclosing your relationship with the other party and/or the fact that you are partnering with them in some way?) among others.

Having all this information in an easily accessible and easy to understand format can be a great way to keep on top of your deals and help you get the most out of your future deals!

Contracts & Behavioral Economics

2010-10-05T15:05:00.000-05:00

I'm always interested in the way in which compromises are reached, especially in terms of doing deals and putting that language into the contract. If we could do whatever we wanted without consequences, we'd all write contracts that pushed all burdens, obligations and risks to the other party while handing ourselves all the upside. Since that's not the way things work, we end up making compromises that end up shaping our behaviors with respect to the other party.

In the post, Contract Terms as a Driver of Behavior, Tim Cummins marvels over how little attention is paid by the legal community to the field of behavioral economics. This is primarily due to the way in which contract principles are presented in most law schools: You do something wrong, the contract has a way of punishing that behavior. The question posed by Tim is whether that's really all that helpful in terms of a real-world business contract. Do you want to punish failure or encourage full disclosure in order to attempt to mitigate the consequences of failure. Not an easy line to draw on the page.

It's fairly obvious that negative consequences do not always deter bad behavior. According to the prevalent work in economic theories most parties will breach a contract when it's possible to pay the appropriate damages and still make a profit. So, the question in my mind is how to reward or at least encourage "good" behavior between two contracting parties. For some interesting reading on the subject, check out this interview with Harvard Business School associate professor Nava Ashraf. One of the issues raised in the interview discusses the issue:

"... we trust managers to carry out the interests of shareholders: We can build contracts to align manager incentives with those of shareholders, but we are never able to completely contract on all the things we care about and want to enforce. Implicitly, then, we hold a belief that managers have internalized the values we care about, and trust them to act on those, particularly when they might come in conflict with their own interests."

Without getting into the nitty gritty of Behavioral Economic Theory (which I am woefully unqualified to do), what many researchers are looking at now is what a breach of contract costs outside of the four corners of the contract. That is, what is your reputation, brand, trust, etc., worth in economic terms.

Term and Termination - A Translation

2010-09-15T15:12:00.000-05:00

Term.

One of the more clear-cut, "no-duh" contract clauses is the Term of the Agreement clause. Simply put the "Term" of the contract spells out how long the parties intend their agreement to last and should be included in every agreement.

Being able to clearly identify the duration of a given agreement is essential information to properly managing your deal portfolio. Once the deal is inked ensure that you note the date the agreement ends with some appropriate appropriate reminders that the end is near. This helps you to begin the process of evaluating the deal with enough lead time to make decisions about renewal, renegotiation or shopping around for a new business partner.

In addition, many Term clauses include "auto-renew" or "evergreen" clauses which allow for the contract to keep renewing unless terminated by one of the parties. The deadlines for terminating auto-renewals is often 60-90 days prior to the actual date the contract renews. If you have the appropriate reminders in place, you greatly reduce the risk of unwittingly continuing an unwanted partnership.

Termination.

This is your exit strategy, that is, how the parties can end their contractual relationship. Generally, you can boil down most types of termination to "for-cause" and "not-for-cause" clauses.

In the case of "for-cause" termination clauses there can be a wide variety of reasons for ending the agreement. What happens if one of the parties is acquired by a third party? What if one of the parties enters bankruptcy? What if one of the parties breaches a material term of the agreement (such as failing to pay!)? "For-Cause" termination clauses allow you to exit a partnership that isn't working as planned and accounts for some foreseeable events that would make a continued partnership unfavorable.

"Not-for-cause" clauses allow one or both of the parties to wind up the agreement for any reason or no reason at all. Needless to say, that gives the party with the right to terminate without cause some serious power over the relationship. If you are in the position of having a partner with this power, be sure to negotiate a transition period into that decision so that you have enough time to change gears in case your partner decides to terminate early.

Many business and strategic decisions drive the length of the term and the exit strategies available to either party when entering into an agreement. Just remember - The value of your business (and your life) is the sum total of its deals!

Negotiation Stress

2010-09-10T13:34:00.002-05:00

I was talking to a friend recently that is leaving their job for a new one. The hunt for her replacement is ongoing and in a surprisingly logical move the company asked her to describe some traits that would help them find a successful candidate. One of her suggestions that stuck out in my mind was to ask how the candidate deals with stress and to have them cite some specific examples. In her particular field there is a definite busy season requiring long hours and great attention to detail which all adds up to some serious stress. The first candidate they talked to said that they never really have to deal with stress and that in the event that they were stressed out they would most likely try an ignore the problem. Needless to say, they weren't exactly impressed with that answer.

Similarly, negotiations can often be stressful and having a grasp on what areas drive stress as well as strategies for coping with stress are necessary skills for negotiators. Negotiation has its share of conflict scenarios. Generally speaking you are trying to get the most you can from someone else while giving up the least to get it (a VERY generic definition). These kinds of interpersonal conflicts can be one source of stress.

Another area of stress is "the unknown." It's really never the things you already know that cause you problems in negotiation. The more information you can gather about an upcoming negotiation, the better you'll be able to cope. If you know what to expect from your counterpart and can nail down a workable schedule in advance, this can go a long way to easing the tension (or at least give you a light at the end of the tunnel). In my experience, a lot of this type of stress is anticipatory in nature. That is, once you jump in and learn what you couldn't know beforehand, things tend to look up.

For some interesting reading on the effects of anticipatory stress on negotiators, check out Kathleen O'Connor & Josh Arnold's SSRN article Fear & Loathing in Negotiation: How Anticipatory Stress Affects Bargainers

Coping with stress is different for everyone and some are much better at it than others. My advice comes down to my experience and generally speaking my coping strategies boil down to three primary outlets: Exercise, Discussion and Brainstorming.

Exercise: I find that the endorphins from at least 20 minutes of physical exertion don't hurt anything (except maybe my atrophied muscles) when things are not going according to plan. At the very least, you can turn some of that pent up negative energy to good use. This may not be an option for everyone - the key is to find a way to channel pent up negative energy towards a positive, reinforcing activity.

Discussion: Sometimes just talking out the problem helps you get some perspective. I try to stay away from solutions at first since the primary focus for me is exploration. Why did this upset me? Is it the message or the delivery? Are there other outside stressors contributing to the situation? Stepping back from the situation has often allowed me to consider options that never occurred to me in the heat of the moment.

Brainstorming: Once you've identified problem areas and taken some time to burn off some of that excess energy, it's helpful to start taking concrete steps to solve your dilemma. Brainstorming is a great first step. This doesn't have to be a formalized process (most of my best ideas come while relaxing in a hot shower), but the key is to let your brain tackle the problem without constraints. Not every solution will be feasible, but the whole point of brainstorming is to attack a problem with creative ideas.

For some further suggestions and reading, check out MindTools Stress Management Techniques page. Lots of great ideas!

Contracts - What's Your Methodology?

2010-08-25T11:48:00.000-05:00

Part of our ongoing commitment to our philosophy of doing deals (The Value of Your Business is The Sum Total of Its Deals) is the methodology we employ to help each deal capture the potential "whole value." Part of the fun of doing deals (yeah, it really is fun) is that each new deal presents new challenges and new ways of capturing value.

Below is a picture that shows an overview of our Whole Value Methodology (you can click the link to download a much more legible pdf). We are constantly refining our approach, because we just keep learning new things.

One of the greatest challenges facing new and small businesses (and many large and established businesses unfortunately) is developing a measured approach to doing deals. One of the best ways to implement a methodology like that outlined above is to work with an attorney to develop some standard contracts for some of your more common deals. You may not always be able to use your standard contract depending on the customer or vendor, but you will always be able to compare the terms to your standard and negotiate from a position of better understanding.

Still, negotiation is only one piece of the methodology. In order to effectively use your standards, you need to ensure that you have followed all steps in the methodology. For instance, how will you know you've reached your intended destination if you never outlined where you wanted to the deal to end up?

Finally, just as we're refining our methodology on an ongoing basis based on what we've learned, be sure you're doing the same! If you find a better tool, better methodology, better contract, better anything... run with it!

Time to Drop Anchor?

2010-08-05T14:05:00.000-05:00

Well, not ever blog post title is going to be a winner, but you have to start somewhere, right?

Last week, I talked about how perceptions often lead to faulty decision-making. I wanted to follow up by talking about Anchoring (and Adjustment) which can lead to altered perceptions and focusing issues in negotiations.

So what is anchoring? Anchoring can refer to a couple of related things.

First, Anchoring can be employed as a negotiation technique. Most often one party will attempt to set the tone of a negotiation by leading with a specific number, contract terms, etc. The hope being that wherever negotiations go, the final agreement will be shaped by the initial "anchor." This can definitely backfire. In some cases, your negotiation opponent may be willing or even expecting to give up more than you ask them. In such a case, an anchor acts as a minimum they will push back against - especially if they see it as more favorable than what they had initially hoped.

Second, Anchoring can also refer to the focusing effect that happens when the way information is presented tends to skew our perception of how a given scenario will play out. The best example I can think of here is the amount of money you are supposed to drop on an engagement ring - the ol' 2 months salary line. I'm pretty sure most ring shoppers don't figure it out to the penny, but I am certain many of them ballpark the amount they spend using the 2 months salary benchmark. Most people can't afford an expense that equals 2 months salary and end up going into debt (thus spending even more taking interest into account). While you can't put a price on love, you can certainly do better in accessing your own budgetary constraints than "2 months salary" would dictate. At any rate, the size of the diamond really won't affect future marital bliss or lack thereof (and if it will...might I suggest a nice, airtight pre-nup?).

This second instance of anchoring (sometimes referred to as a focusing illusion or cognitive bias) can be very difficult to accurately account for because our own biases inform our perceptions. The best strategy to overcome this type anchor is preparation. If you have a clear picture of your destination and the objectives you need to meet in order to ensure a favorable outcome, you'll be less likely to change your goals mid-stream in response to anchors introduced during the course of negotiations.

If you are interested in some more academic reading - check out Tversky & Kahneman's Judgment under Uncertainty: Heuristics and Biases.

How Did I Miss That!?

2010-07-30T13:34:00.000-05:00

Image Source: Stock.xchng - Egahen

One of the most common problems that people face in any decision-making process is a perceived lack of information. Unfortunately, the reason the phrase "hindsight is 20/20" is so cliche is due to the fact that looking back on the situation, so many poor decisions seem highly avoidable. In negotiations, Max Bazerman and Dolly Chugh have coined the term "Bounded Awareness" to describe the phenomenon of failing to "see" and use accessible information. In their words, a "'focusing failure' results from a misalignment between the information needed for a good decision and the information included in the decision-making process." You can read the full article - Bounded Awareness: Focusing Failures in Negotiation - by clicking the link.

Max and Dolly (how fun are those names together?) bring up some interesting points, that bear discussion. First, how do we get stuck in the trap of "Bounded Awareness"? They suggest that a decision-maker is headed for trouble when faced with (1) other tasks competing for attention; (2) a clearly defined goal, with narrow assumptions (see - The Awareness Test and think Inattentional Blindness); (3) affective information (i.e., it's a lot easier to see how this course of action will affect us today rather than to sit back and consider how this decision will affect the future. We tend to "go with our gut".); or (4) information with self-relevance (we're always going to be better at evaluating how information affects us rather than how it will affect others).

Now, if only identifying these "focusing failures" made it just as easy to avoid them... How do I expand my awareness in negotiations? Some strategies for solving the problem of Bounded Awareness come from Negotiation Genius by Deepak Malhotra & Max Bazerman. First off, knowing that you are likely to be susceptible to certain biases and ignoring certain types of information can help you be on guard for such information. As a corollary to that advice, keep a record of your past successes and failures. Use what you learned in those situations to help break the boundaries. Finally, bring in outside opinions. Affective Information and Information with Self-Relevance won't affect everyone similarly. Explain the situation to other team members and check your reactions against objective opinions.

Using these strategies in your next negotiation will help you overcome your blind spots and help you see outside your normal level of awareness in order to drive greater value. Good luck!

Behavior Creates Value

2010-07-22T14:32:00.000-05:00

Any time you embark on a new deal, you are going to run into the situation depicted in the picture below.

This picture describes the way in which your behavior towards your counterpart in the deal can affect the overall value derived from the deal.

The first layer is the law: This is the bare minimum standard of behavior that you have to obey in order to avoid a trip to your friendly, local slammer. I won't punch you in the face if I disagree with you and you won't spraypaint profanity-laced slander all over my car if I ask more than you think I should. Life isn't necessarily peachy at this level of behavior, but at least we're all still able to live with each other.

The second layer is the contract: This takes the law one step further. We accept that the law of the land applies at all times, but we want to work together to accomplish a shared goal. In order to get there, we need to be able to ask more of each other than the law would require. To that end, the parties agree to create some additional laws that will apply to to their situation while they are working with each other. Life gets somewhat better here. An agreement helps create certainty and a good agreement provides guidance on how the parties will solve their problems and ultimately how the relationship will wrap up once the shared goal is accomplished.

Finally, we have Deal World: This is where we at WieseLaw believe true value resides. This layer takes into account the law and the contractual relationship between the parties; however, Deal World goes further. Deal World is a personal standard of behavior to which you hold yourself, your team, or your company accountable. We encapsulate this idea with a slight twist on the phrase from the Notre Dame football locker room: Every Day I Play Like A Champion!

This relates back to our post What's Your Sentence? This is the standard of behavior you are striving for in all you do - especially in your deals.

Deal World Rule #10 - Listen Until You Feel It

2010-07-09T09:50:00.000-05:00

image credit: Kevin Walsh (kevinzim - flickr)

Good negotiators know how to ask the right questions. But great negotiators have a far more powerful weapon in their arsenal – they know how to listen, truly listen, to the answers. Mental understanding is not enough. You must listen till you can feel the story that the other person is experiencing. What they say and how they say it opens up a window into their world – skilled listening allows you to look inside that window. What’s the point in planting the right question if you don’t reap the resultant fruit?

Listening effectively is one of the golden tools of differentiation. Most people think they have this tool. But few do. If you listen effectively, your deals will prosper. Here are some quick tips to becoming a true listener:

1. Do not begin with the end in mind. When listening, temporarily open your mind. Start with a blank canvas. Don’t assume anything. Ask and let the others paint the picture. Take in the picture without pre-conceived notions.

2. Understand the context. Figure out the other person’s situation and analyze the surrounding circumstances. Understand how this individual sees the issue, what he or she is trying to communicate and why.

3. Be focused and let them finish. Attention is the one of the scarcest resources on the planet. It can be excruciating to allow the person to finish without interrupting. Let them finish. Do not multi-task while listening! You sacrifice focus if you multi-task. You cannot simultaneously e-mail and listen. It is a big illusion that you can divide your attention. Slow down and totally focus on the questions and on the answers.

4. Get to the end of the thread. People often answer questions inadequately (or answer a different question than the one asked). Others usually accept the incomplete answer and move on. But you shouldn’t. Ask “why” until you get to the real answer. Generally the real answer is usually 3-6 “whys?” deep.

5. Ask questions like Colombo. Colombo (an awesome listener) was always working to get simple questions answered that told a story. Prepare like a good detective and ask questions aimed at eliciting answers capable of forming a clear picture of the entire story.

6. Affirm and Confirm your understanding . After you’ve listened, affirm and confirm your understanding -- ask the person: "So what I heard you say is ..."

*Some of these ideas are discussed on a cool web site: Communication Nation – How To Listen.

If you really start to listen you will really start to learn. People who learn more develop more expertise and do a better job. Listening creates alignment with others and fosters effective results. Do you truly listen? If so, congratulations. If not, start today.

Bringing Your Team To The Negotiation Table

2010-06-25T14:07:00.000-05:00

Image Credit: Michael Sohn/The Associated Press

I admit it, I've got World Cup fever. I have done my best to watch as much as I can to see soccer/football at its best. One of the amazing lessons of the World Cup is how much pure talent can be negated by teamwork. Take for example Italy, France and Greece for example. They are ranked 5th, 9th and 13th in FIFA World Rankings, yet they were unable to advance within their groups at the World Cup. These teams had many players on some of the World's top club teams and were unquestionable favorites coming into their matches. And yet, teams like South Korea and Japan were able to overcome huge gaps and talent to advance within their groups. It might be tempting to say it was the result of poor refereeing or even pure luck, but taking into account that each match lasts 90+ minutes there is plenty of time for teams to put into play a carefully thought out and well executed game plan that plays upon the strengths of its individual team members.

See the segway in action there? This same thinking can apply to your negotiation teams. However, much like anything in life, you can't just show up with a crack team of professionals and expect things to work out just because you have "all the right pieces" at the table.

In order to get the most out of your team in negotiation situations, it's important to think about how to properly use your team. Allow me to offer a 3-phase suggestion:

Discuss the situation with the group, capture data/knowledge about the other side, brainstorm outcomes and discuss the negotiation timetable and process. This is where you discern the lay of the land, nail down a manageable timeline and BE CREATIVE! This is a great time to air out different ideas from the group - you've gathered them together to draw upon their collective knowledge, so be sure to let ideas be heard!
Evaluate team strengths and weaknesses and assign roles accordingly. Despite the fact that we all have to do things we don't enjoy doing almost every day, there are facets of nearly every job in which your team members shine. Make sure they are spending time doing things they do well instead of wasting time trying to become better at things in which they're weaker.
Convene after the negotiation to capture lessons learned and to discuss what went right/wrong and how things could be done better in the future. This is probably the most important step. Moving forward, it's important to catch and keep all the information possible to help out in the future. Often times one team member may catch an essential piece of data missed by other team members. If this information isn't shared and learned going forward, the same mistakes will keep happening!

The team approach is not always an easy one and certainly not always necessary. However taking the right approach can lead to amazing results!

Good luck to all the teams and nations in the World Cup and Go USA!

Begin With The End In Mind

2010-06-04T10:49:00.000-05:00

One of the best ways to avoid being stuck in a bad deal is to consider - from the outset of negotiations / drafting - how to wrap up the relationship with the other party if things don't go as planned. Recessions happen, key people leave to go work somewhere else, products and services become obsolete and so on.

Nearly all contracts provide for some sort of endpoint, this is what is commonly referred to as the "Term" of the agreement. This is your basic, if-all-goes-according-to-plan endpoint. Many contracts will also have an "Evergreen" element. That is, unless one of the parties specifically requests an end to the contract, it will automatically renew at the end of each Term. In planning your exit strategy, note any deadlines for notice to the other party if you do not want the Term to auto-renew. Just having a simple reminder on your calendar with enough lead time to make a decision about such auto-renewals can be extremely helpful.

Next up is allowing for some kind of termination "for cause." Terminating the Term for cause usually follows a pattern of notice from one party to the other about a problem along with some time for the party in default to make good on the problem. If the party in default hasn't brought things back in line after the allotted amount of time the non-defaulting party can then terminate the contract.

There are also many events that may warrant immediate termination or at least provide for a timeline for terminating the contract. These would include events such as one of the parties entering into bankruptcy, one of the parties being acquired by a third party, or even changes in the law that affect the parties' contractual relationship (especially important in contracts within highly regulated industries such as banking and healthcare).

Finally, you may want to consider allowing for a simple termination of convenience. That is, one or both parties may want the ability to end the contract for any reason or no reason if the parties can agree to an appropriate lead time to wrap up the contractual relationship. There may be viable reasons for building in termination fees and contingencies for ongoing services during the transitional period through termination.

Having an idea of some of the options available to you is only the start of your overall exit strategy. There are still several other options to consider, these include, but are not limited to:

Confidentiality of the termination itself;
Transfer back to original party or destruction of all confidential data;
Knowledge transfer; and
Right to hire service provider personnel.

These ideas should provide you with a basic roadmap for forming your own exit strategy heading into your next contract. Just remember to begin with the end in mind!

What's Your Sentence?

2010-05-28T15:21:00.001-05:00

Recently, we held a breakfast event to talk with some of our clients about our vision of "Deal World" and how our clients could take the ideas we presented to remain relevant and profitable in light of the changed circumstances imposed upon so many businesses striving to keep going strong despite the persistently weak economy.

So what do we mean we we talk about Deal World? Simply put, there's more to almost any transaction than the four corners of the physical contract. These considerations include the following:

Metrics
Return on Investment
Implementation
The Next Contract
Relationships
Deal Review

In asking the question about remaining relevant and profitable in the new economy, we reached out to others for their answers to that question. One of our favorite answers was from Dan Pink, author of A Whole New Mind and Drive. This was his answer:

“The key, I think, is to stop treating people (including ourselves) like horses and start treating them like human beings. Instead of trying to bribe folks with sweeter carrots or threaten them with sharper sticks, how about giving them greater freedom at work, allowing them to get better at something they love, and infusing the workplace with a sense of purpose? The results might surprise you; indeed, they might change the world.”

In order to drive toward our ideal, we identified three key areas of consideration:

Mindset - You have to be ready to make the necessary effort.
Skills - You have to identify your strengths, your value-add.
Design - Great implementation doesn't just happen, it's the result of a great plan!

Finally, we asked our participants to take these lessons to heart. We asked them to identify within themselves a sentence to describe how they approach their work. Click the image below for an image with all the amazing sentences we got back.

Hopefully this inspires you to go and figure out your own sentence and move forward! Good luck!

Some things I've learned about Twitter (Part 2)

2010-05-14T10:35:00.000-05:00

Ok, we covered some of the Twitter basics last week, now I want to talk a little about some of the more "advanced" features of Twitter. The beauty of Twitter is that it provides a wealth of information, but that's also it's curse. Without ways to narrow the stream of information to derive meaningful information you will end up wasting a lot of time.

Some things I've learned about Twitter (Part 1)

2010-05-06T10:20:00.000-05:00

OK, let me say, first and foremost: I am NOT a social media expert. There, that feels so much better. Having said that, I have been plugging away faithfully, trying to learn about what works and doesn't work so well in the realm of social media and I like to think I've learned a few things. I'm going to focus specifically on how I view and use Twitter to narrow the focus a bit.

Lesson #1: Find a Good Way To Manage What You See

One of the funny things about Twitter is that the basic interface provided is practically unusable once you start following more than a handful of frequent updaters. The problem is that you will see so many tweets pass by with each refresh that you will miss most tweets throughout the day. There are a couple of ways to deal with this problem. First, you can keep your list of people that you follow down to a bare minimum. But, this pretty much defeats the purpose of participating in a social network. Second, you can use some of the functionality built into Twitter combined with the plethora of desktop applications available. For example, I use the list functionality in Twitter to categorize people I follow. I have a list for other attorneys, people who live in the Twin Cities/Minnesota, writers, etc. I combine this with Tweetdeck in such a way that each list has its own column so I can easily find out what the other attorneys are talking about or what is going on in the Twin Cities.

The primary takeaway here is that you need to figure out a way to take the firehose of information and filter it down to something that a human can actually understand. Tweetdeck isn't your only choice either, find what works for you!

Lesson #2 Be Mindful of What You Say on Twitter

In the early days of working with Twitter I really didn't know what I was doing and it showed. I had a hard time figuring out what I could say that was meaningful in 140 characters. I still can't claim that I'm some kind of Twitter master, but I sure know what doesn't work. This feels more like a list, so here goes:

Don't mindlessly repeat quotes from other people. Especially if they only tangentially related to what it is you do in the real world. This isn't to say that an inspirational quote or two is a bad thing, but definitely keep it to a minimum and, if possible, be sure it ties into your business and/or reason for being on Twitter. You and I know Ghandi was amazing, I just don't need to see every thing he ever said up on my timeline EVERY DAY.
Don't let your first contact with a new person be a sales pitch. I'm not 100% sure where I heard this, but treat Twitter like you would a party, mixer, etc. Twitter is a great place to make connections, get interesting ideas and build friendships. If you met a person in an informal setting such as a party and the first thing they said to you was "Learn how to grow your Twitter following and make ca$h!" I'm pretty sure you'd think they were a bit off.
Don't make the mistake of assuming that everyone is interested in you. Take an interest in others! It's a simple thing that goes a long way to boosting your reputation. React to what others are talking about and contribute to the conversation.

Stay tuned for Part 2, I'll talk a bit more about Twitter Search, Trending Topics, Hashtags and what I think works in the Twitter world!

Mysteries, Heuristics & Algorithms, Oh My!

2010-03-31T12:33:00.000-05:00

I had a great opportunity last night to be a small part of a business book club meeting in Minneapolis. Before I go too much into this, how genius was this idea anyway!? I mean, we all have a stack of business books that we have been putting off reading and if you think about it, the purpose of such books is to spread ideas. So, what better way to knock off some of those books and be able to talk about the ideas presented in them with people who actually cared enough to read the book and show up? Like I said, genius.

Now, on the to book: The Design of Business - Why Design Thinking Is The Next Competitive Advantage, by Roger Martin. The big idea is that there exists a natural tension between the analytical and intuitive approaches to value-creation. As a leader - whether in the role of a CEO or as an individual - your job is to reconcile the two approaches. Simple, right!? Not so much, but Roger doesn't leave us hanging, he gives us some hope with the Knowledge Funnel tool (that is much more fully explained in the book than I will get into).

The Knowledge Funnel has 3 primary stages. At the beginning, we have the Mystery stage! This is the funnel at it's widest point - the Mystery can be anything from what do people in Minneapolis want to eat to what the next genre of book 13 year-olds will fall in love with this year. The next stage is the Heuristics stage - don't worry, I didn't know what a Heuristic was at first either. A Heuristic is a rule of thumb (be it common sense, intuition or an educated guess) that helps provide a a simplified understanding of the Mystery. As these Heuristics are put into practice, you meet up with the Algorithm stage - where you turn your understanding into processes that actually do something.

I really recommend picking up the book. It's a little dense because it seems to be written by a left-brain dominant person who has realized the power of combining left-brain realism with right-brain intuition and creativity, but still describes the phenomenon in a left-brain manner. Just my two cents there.

Finally, one of my "ah-ha" moments from the book: The book discusses how, for centuries, people have hoarded the Heuristics as personal value levers to drive their own compensation and power. These days, more and more, people are coming to expect the Heuristics will be FREE. I don't know whether that should be the case or will be the case in the future, but it sure seems to be true now. Read it and let me know what you think!

The Scarcity Mindset

2010-03-26T10:13:00.000-05:00

You have probably been introduced to the idea of Abundance v. Scarcity from Stephen Covey's The 7 Habits of Highly Effective People. In the book a Scarcity mindset is characterized as viewing the world through a lens of limitation. Opportunities are few, most options are impractical and it's a battle to see who can take the most from whom.

For example, I was speaking to a friend recently about the pervasive scarcity mindset that exists in her workplace - This Is Yours, This Is Mine, This Is Non-Negotiable. This mindset manifests itself in the daily office "turf wars" to see who will get their share of the budget. This has had a trickle-down effect to most departments which has led to a high degree of unhappiness and dissatisfaction among employees.

Entering into any negotiation situation, it can be easy to get into a mindset of Scarcity. There are a lot of "things" out that drive that thinking: limited resources, limited money, limited time. You can be pretty sure that not too many people are walking around these days saying "Gosh, if I only knew how to spend more of this surplus cash I have laying around..."

On the other end of the spectrum is the Abundance Mindset. Abundance doesn't mean that you are irresponsible or careless with the resources and opportunities that exist, rather, it is a mindset that seeks to do more these resources and opportunities than "what we've always done."

Often times, you'll hear negotiators talk about Expanding the Pie. This involves brainstorming ways to take "what we've always done" to "what we should be doing." In essence, we are talking about creating value in negotiation - not always an easy thing to do. It requires negotiation counterparts to work together, to communicate their wants, needs, and interests. For some amazing ideas to help you develop a framework for creating value in your next negotiation, See Negotiation Genius, by Deepak Malhotra & Max H. Bazerman, Chapter 2 & The ICON Negotiation model (explanation here). The strategies discussed in these resources will help you begin to see value in negotiations that are marked by a Scarcity Mindset.

When Better Becomes Perfect.

2010-03-08T14:29:00.000-06:00

One of the thoughts we recently put up on our "Ideas" page (Better is Perfect) got me thinking about how to explain this succinct, yet possibly complex idea. When people are confronted with a new contract they are often a little apprehensive about what kind of work it is going to take to get a deal they can live with. You may be unsure what protections you need, how the ownership of the work product will affect your future business and what "gotchas" may exist to act as stumbling blocks in the future. Additionally, it may be difficult for people to feel like they can push back on their deals because they fear losing the business.

So how do you get Better deals? Whenever we start working with a new client that will be executing multiple contracts which require the same basic format (e.g., master services agreements or independent contractor agreements), we forge a master template for doing those types of deals which takes into account your specific needs and problems. This has two primary benefits: (1) If you are able to get the deal signed as is, you can be sure you have a great deal in place; and (2) If you are in a situation where you have to negotiate a deal, you have a metric for measuring whatever deal is presented. Through use of your master template and negotiating from that template you'll have a concrete way of knowing when your deals get better.

Now the logical leap comes in: Better is Perfect. That might seem like a stretch, but if you are able to take a proposed deal that, in the past, you would have signed without any changes and compare it to a deal where you were able to get some of your Master Template changes incorporated, you have a deal that is not only better, it's perfect! Now, I'm sure it's not perfect in the sense that you got everything you could have ever wanted in any deal. But one of the key principles of doing any deal is that both sides should be able to walk away from the bargain ready and willing to do another deal together. If you are able to put all these steps together, you'll realize that Better is Perfect.

Contracts - Who needs 'em!?

2010-03-02T12:47:00.001-06:00

I was reading a post over at AdamsDrafting's blog the other day called "Can Contracts Be Counterproductive?" which links out to an article in the UK's TimesOnline by Sathnam Sanghera entitled You can't write trust into a contract. I'm pretty sure most legally minded folks will probably cringe when they think about proceeding in any meaningful business relationship without some written understanding of the parties' think is supposed to happen.

But to answer the question, can contracts be counterproductive? Sure. They tend to slow things down. I'm sure we've all heard at least anecdotal evidence of deals being closed on the golf course. But I'd be more than a little surprised if the salesperson whipped out a contract on the 18th hole after "closing" the deal. The fact is, coming up with a written memorial of an agreement can take some time. There are so many "what ifs" out there that failing to address them can be disastrous. It might be cheaper and easier on the front-end to simply shake hands and call it good, but that will only take you as far as the first problem you have. At that point, it might be much more expensive to figure out the next step.

Deepak Malhotra of Harvard and Negotiation Genius fame aptly points out where contracts can go wrong in his article "When Contracts Destroy Trust."

Contracts that are too rigid can be problematic if they lock parties into arrangements that don't allow for adjustments as circumstances change.
Contracts can erode trust and goodwill if the contract structure assigns roles and obligations without enough information to properly balance the parties obligations.
Some contract terms can even signal mistrust: Performance based pay, earn-outs and vesting schedules may communicate to the other party that you believe they cannot deliver without some extra incentive.

Bear in mind these points when approaching your next deal and try to strike the balance between a handshake and an unreasonably rigid contract.

Avoiding the Independent Contractor Misclassification Pitfall

2010-02-22T13:05:00.000-06:00

Recently, it's been reported that federal and state officials are going to be taking a hard look at companies using Independent Contractors to ensure that employers aren't passing off employees as Independent Contractors. Hopefully you're not in the position to question whether or not the tension to save money has led you down the path to misclassification of your employees, but it looks like now would be a good time for a refresher course on Independent Contractors.

The IRS website is a great place to start. The IRS outlines 3 major, common-law areas to focus on:

Behavioral: Does the company control or have the right to control what the worker does and how the worker does his or her job?
Financial: Are the business aspects of the worker's job controlled by the payer?
Type of Relationship: Are there written contracts or employee-type benefits? Will the relationship continue and is the work performed a key aspect of the business?

In addition to these key areas, many courts have faced this question and come up with various factors to guide a factual inquiry into an Independent Contractor controversy. These include (among MANY others):

Terms of the contract.
Level of skill or expertise needed to perform the work.
Which party bears the risk of profit / loss.
Where the work is performed.
Which party supplies the tools, equipment, work environment, etc.
Which party retains discretion about where, when and how to perform the work.
Whether the contractor is paid on a per project or commission basis.
Whether business or travel expenses are reimbursed.

None of these factors in and of themselves is determinative - rather the bottom line will always be the degree of control the employer has over the way the worker accomplishes relevant tasks or duties. The greater the control over day-to-day activities, the more likely the individual will be characterized as an employee rather than as an independent contractor.

We've developed a short list of Dos and Don'ts to give you a little help along the way (not to be confused with legal advice ;-):

DO:

Develop and maintain specific goals and schedules. Document clear and specific goals and provide timeframes for projects that include interim checkups. Give necessary direction without mandating how the work must be completed.
Execute project plans that are results focused.
Execute a well-written independent contractor agreement (read: see a lawyer!)
Carefully integrate your Independent Contractors into your business. Use caution when including contractors at company events.

DON'T:

Include the contractor in office functions (onsite & offsite).
Provide performance feedback and discipline.
Provide business cards.
Provide administrative support.
Give monetary bonuses.

This will give you a place to start and, most importantly, a reminder to re-evaluate your current Independent Contractor practices in light of heightened scrutiny. Good luck!

The Copyright Funkiness of the Google Book Settlement

2010-02-10T15:23:00.000-06:00

Well, Google's Book Settlement website is up and running, the Fairness Hearing is scheduled for February 18, 2010, before the Court in the Southern District of New York and the reaction and speculation is really all over the board. I mean, if this settlement is only for the millions of out-of-print books that are making zero dollars for their authors and publishers, what's the big deal?

Despite the amended settlement agreement, the U.S. Dept. of Justice ("DoJ") still has concerns about what, in its view could be a far-reaching settlement. The DoJ's concerns boil down to three primary areas of interest: Copyright, Anti-trust and Class Action issues. My primary focus is going to be the Copyright issue since I don't really follow Anti-Trust of Class Action and there are plenty of other more competent people out there to tell you about those things. So here goes...

According to the DoJ's Statement of Interest, "[u]nder existing law, copyrighted works typically cannot be exploited in all the ways the [Amended Settlement Agreement] contemplates without the prior permission of the rightsholders." The problem that the settlement agreement brings to light something like the Y2K of publishing agreements: Many to most of the out-of-print books were written and published before the digital age and / or the contract just doesn't address who owns the digital rights to such a book. The Amended Settlement Agreement attempts to get around this thorny little issue by creating an "opt-out" mechanism whereby rightsholders could prevent their copyrighted material from appearing.

This presents a couple of interesting things to think about. First, this would seem to give Google a license to books without permission from the rightsholder and shifting the burden to the rightsholder to say no way Jose! Not too many copyright holders are going to be in love with that idea. Second, from an academic standpoint, if no rightsholder can be found for a given book, isn't it better to throw it into the database rather than let it sit on obscure bookshelves of a handful of libraries?

Go Big or Go Home - BSkyB v. HP-EDS

2010-02-05T12:53:00.001-06:00

If you work in the IT outsourcing industry or follow legal headlines in any way, you've probably seen some press related to this issue - and honestly the numbers are a bit staggering: BSkyB initially claimed £700m in damages (roughly $1.098 BILLION) on a £48m contract ($75.25m). The legal fees are estimated at £70m ($110m) and the initial award - which HP-EDS is seeking to appeal - sits at £200m ($314m).

At its heart, this is a fraudulent misrepresentation case - no new law was created to reach the decision. The sticker shock of this case grabs headlines because there was a limited liability clause in the contract that limited liability to £30m ($47m). However, that clause could only come into play in the event of negligence (that is, negligent misrepresentation). The court found that HP-EDS' representations with respect to the time required to complete the project - made during the bidding process for the project - were made fraudulently, opening the door to unlimited liability for HP-EDS to BSkyB.

So why does this case matter? Companies embarking on similar IT or outsourcing services contracts should be concerned whether this case will affect service providers' view of risk (and, consequently, price) and whether their projects will feel the impact of more constrained service provider behavior - especially in the bidding process. This case could affect the way in which service providers can be called to account for its pre-contract sales pitches and the degree to which either party can rely on contractual limitation of liability clauses.

Many times, the sales team comes in and makes promises about their company's capabilities thinking that they'll worry about those issues later or let the lawyers hammer it out later. This case could serve to change this process significantly by inserting a new tension: greater risk leading to greater cost. Service Providers will argue that this case increases their risk of exposure and justifies a higher contract price. Customers will counter that they don't want to bear the cost of the risk (which is going to be difficult to accurately measure in the first place, especially in the bidding stage where the project may not be fully scoped) and that such costs should be absorbed by the Service Provider anyway.

Overall, this case is a milestone - but perhaps not in the way it has been hyped. BSkyB was able to catch a key HP-EDS witness perjuring himself and that, but for HP-EDS' deceit, BSkyB would have selected a different service provider to perform the project. Not everyone is going to be able to gamble the kind of money that BSkyB did in this case. Combine that with the fact that BSkyB was able to prove fraud rather than mere negligence - kicking open the door to unlimited liability - you have a truly unique case on your hands. Many dissatisfied customers may try to go down this path, but far fewer will succeed. However, the fact that a precedent exists should be enough to cause many sales departments to evaluate their current bidding process with an eye to reducing their exposure to these types of claims.

Deal World Rule #9 - Use A Knowledge Trap

2010-01-27T10:56:00.006-06:00

I once knocked my wife’s wedding ring down the drain in our kitchen sink. It could have turned ugly. Good thing sinks have traps.

Knowledge can also go down the drain if we’re not careful. We often hear, read, or see outstanding content, have “aha” moments only to later let these key learnings slip away, lost in the sands of time. That’s why we need a knowledge trap -- to prevent today’s takeaways from becoming tomorrow’s drainaways.

At the Studio, we review a ton of content every day. In order to preserve the important takeaways, we use a knowledge trap. The trap is sprung through 3 questions:

What are the big ideas in this content?
How do these ideas apply to my business (my life) to create ROI?
What tools can be developed to utilize (i.e., use and teach) these ideas and their benefits?

We use the answers to these questions to draw a picture that captures the key learnings. (click here for an example).

This technique can take a large amount of content (e.g., an entire book), condense it down to its essence, and depict this in a picture that we can use over and over again to refresh it in our minds and for our clients.

Do you use knowledge traps? If so, congratulations. If not, start today.

Quick, call in the SWOT team!

2010-01-22T11:57:00.000-06:00

Most of the time, we are called upon to make reactive decisions with respect to most aspects of our lives. Whether it's slamming on the brakes because that guy doesn't know how to use a turn signal to change lanes or the 4 o'clock meeting is now at 2 o'clock and that 2 hour prep time you were counting on is now out the window. Thankfully, there are plenty of times where we can take a little time to think strategically in order to make proactive decisions.

So, how do you go about being proactive? One of the tools we use that helps us start forming strategies is called SWOT analysis. The great thing about SWOT is that it's a simple exercise that can help you to identify some key points within important categories - kind of like directed brainstorming! Your focus is on 4 key areas of interest:

Strengths - What do you do well?
Weaknesses - Where do you struggle?
Opportunities - What avenues are open to you?
Threats - What circumstances exist that could derail you?

This simple exercise will, at the very least, get things flowing for you. By identifying these key areas of interest, you will have some fertile ground for being more proactive and less reactive!

Tapping The Power of Relationships Through Negotiation

2010-01-13T12:32:00.000-06:00

I imagine that you all have heard and read - to the point of cliché - that we all negotiate, to a greater or lesser degree, each day. What may fall by the wayside is the importance of relationships and the ways in which we leverage those relationships in our every day negotiations.

Thinking back to when I was a lot younger and a bit less responsible with my choices, my parents often leveraged our relationship to help me "see" that what I wanted to do and what I should do were two different things. While I don't recommend guilt-tripping your vendors or telling them that "you aren't upset, just disappointed" there are plenty of ways to leverage your relationships within the context of negotiation.

We are all going to have varying viewpoints with respect to what constitutes a "good" relationship with our negotiation counterparts. In their book Getting Together - Building Relationships As We Negotiate, Roger Fisher & Scott Brown suggest that a good working relationship is one that can deal well with differences. We don't have to see eye-to-eye on every issue that crops up between us. In fact, if we did, there would be little need to negotiate in the first place. The important facet of the relationship is that we can work together to come up with creative solutions without wanting to gouge out the other person's eyes. Avoid sweeping disagreements under the rug, but at the same time be willing to use trade-offs to balance your competing substantive interests.

When someone says that they are "leveraging a relationship" this often has a negative connotation - something like a nice way of saying "I'm going to use them to achieve my ends." However, you can leverage relationships without damaging them. Try some of these ideas from the Getting Together book:

Be unconditionally constructive. If your negotiation counterpart sees that you are consistently seeking to build rather than tear down, they will be encouraged in their efforts to help reach mutually beneficial solutions to do the same.
Be wholly trustworthy, but not wholly trusting. Follow through is probably the most important way to establish and maintain a good working relationship. If you don't do what you say you will do, the other side looses incentive to perform.
Persuasion, Not Coercion. It is easy to feel hijacked when one side begins making demands on you in a "my way or the highway" manner. Seek to bring your counterpart around to your point of view rather than cramming it down their throats.

By utilizing these tips you will be able to maximize the value of your good working relationship!

Handling Awkward and Embarrassing Situations with Humor

2010-01-07T11:35:00.001-06:00

Here's a great story from our very own Kendra Richgels, who knows how to think on her feet given even the most unexpected surprises...enjoy!

It was mid-afternoon on the second day of an extremely difficult negotiation involving 20+ individuals. Tensions were high and the mood was serious.

Suddenly, I received a note from my female negotiation partner. “Do you have a sewing kit and do you know how to sew?” I looked over and one of the buttons on her carefully selected new coat dress had fallen off from a key section of the dress. Turns out the buttons were metal buttons and were slicing through the threads holding the buttons in place.

We had precious few hours left to complete the deal and were moving into a critical part of the day with a small group selected to complete the legal terms. We had found the attorneys from the other party oblivious to our charm and were finding it tough to crack their serious and difficult nature. Due to the timeframe, location and logistics, leaving for a wardrobe change was not an option. We devised a workaround for this button without calling attention to the issue. An hour or so later, a second button popped off. No longer able to contain her laughter at the absurdity of the situation, my colleague burst into laughter, announcing to the tension filled room that she must apologize, but her dress was exploding.

We all know that appearance in a negotiation is critical. The right clothing goes a long way to setting the tone for the negotiation. However, wardrobe malfunctions happen to everyone. The exploding dress continued to lose buttons throughout the remainder of the long evening, a situation we handled with laughter and seeking assistance with the other part’s team to laughingly find alternative button holding solutions. The humor of the situation connected the parties and continued to act as the spigot to release the tension built in a room. The way we handled the situation exemplified exactly what we were looking to do in the negotiation - to improvise practically and creatively in the scene at hand.

The “Exploding Dress” story exemplifies how an absurd situation handled correctly can be turned into a positive outcome with the use of humor. Often, the ability to use humor as a connector between the parties presents itself unexpectedly. Having a responsive sense of humor in contentious settings weaves together laughing matters and deeply serious ones.

Negotiation Strategies - Let The Mind Games Begin!

2010-01-06T16:01:00.001-06:00

You made it! You're here! Negotiation time baby! You put in the time to prepare, you've examined the situation from different perspectives and now it's time to meet with the other side and have all that hard work blown out of the water. Ok, not really, but another key point to keep in mind as you engage in negotiations is that there will be surprises and sometimes you may have to change your approach despite the hard work you put into preparing. With that, let's get down to the nitty gritty!

Of the many great things I've learned since I became a member of the WieseLaw Contract Studio, the most important thing is that taking some time to evaluate your strengths and then playing towards those strengths will net you exponential gains vs. incremental gains when you focus on "fixing" your weaknesses. The same holds true in negotiation and especially negotiation styles and strategies. Take some time evaluate your strengths and weaknesses. When it comes to negotiation styles most people will settle into one of two camps: soft or hard. Within these two camps there are numerous strategies that can be used effectively regardless of where you stand.

A true "soft" negotiator isn't a meek, passive pushover. A soft negotiator is concerned with relationships and maintaining the peace throughout the negotiation process. A soft negotiator would rather persuade you to agree with them than to push a solution without consensus. Managing conflict is not exactly the forte of a soft negotiator, but collaboration is where they will shine.

A true "hard" negotiator isn't irrational or unwilling to examine different points of view. A hard negotiator views negotiation as a competition. This drives them to discover as much as they can about the situation and their negotiation partners. A hard negotiator drives a hard bargain, but they are well informed and expect to be rewarded for their hard work.

Negotiation strategies tend to revolve around these two basic polarities (and their many, many variants). It can be very tempting for a hard negotiator to stick to a positional bargaining strategy where they assume limited or fixed resources exist ensuring a "win-lose" outcome. Similarly, a soft negotiator may adopt an accommodating strategy in order to strengthen a relationship causing them to give in where they really aren't achieving their goals.

The key here is to work with your strengths to develop negotiation strategies that will lead to better agreements that will be more likely to be honored by all parties to the agreement. William Hernandez Requejo and John L. Graham in their book, Global Negotiation: The New Rules, have some great suggestions for doing this:

Establish common goals of what this "collaboration" would create. A more workable deal? Some common long term goals? A closer partnership?
Establish the rules of engagement. The purpose of the exercise is to resolve differences in creative ways that work better for both parties. All ideas are possibilities, and research shows that combining ideas from different cultures can result in better outcomes than those from a single culture.
Trust is key, and difficult to establish in many cultures. Certain techniques might speed that process a little. Being offsite, for example. Establishing physical proximity that unconsciously signals intimacy.
Add diversity (gender, culture, extroverts, different work specialties, experts, outsiders) to the group. Indeed, the diversity associated with international teams and alliances is the real goldmine of creativity in negotiations.
Use storytelling. This both helps establish who you are and what point of view you are bringing to this collaboration.
Work in small groups. Add physical movement. Tell the participants to relax, play, sing, have fun, and silence is ok.
Work holistically and using visuals. If, for example, there are three sticking points where neither side is happy, agree to work on those points by spending a short time – 10 minutes – on each point where both sides offer "crazy" suggestions. Use techniques of improvisation. Neither side should be offended by the crazy ideas. No one should criticize. Explain that by exploring crazy ideas that better ideas are often generated.
Sleep on it. This enables the unconscious to work on the problems, and gives negotiators time to collect opinions before meeting again the next day. Other kinds of breaks, coffee, etc. are also helpful. The overnight part is particularly important.
Doing this process over several sessions allows both sides to feel that progress is being made, and actually generates better and more polished ideas that both sides can invest in.
It is the process of creating something together, rather than the specific proposals, which creates bonding around a shared task and establishes new ways of working together. Each side feels honored and all can feel that something is being accomplished.

We hope that taking time to evaluate your negotiation strengths and then playing to those strengths in a creative and thoughtful manner will help you achieve amazing results from your next negotiation. Keep at it and please feel free to share any experiences and stories you have with us.

Fun With Seesaws, Or In Other Words: Leverage!

2009-12-16T14:18:00.000-06:00

All right, we've got you all prepped for your negotiation and we've got you thinking about the importance of where you're going to hold your negotiations. Now, we need to spend some time thinking about how LEVERAGE will affect your negotiations and how you can affect the leverage in any deal.

Begin by evaluating the Leverage situation as early as possible into the Negotiation. Time is a huge factor in determining Leverage and many times, the seconds ticking off the clock alone can change the balance of power in a negotiation. If you know that deadlines and time pressures will only become greater for yourself or the other party based on the timing of negotiations, this can be a powerful tool for you to affect the outcome.

Next, take some time to think about the surrounding environment and circumstances in which you are negotiating. Sometimes things are great, everyone is amicable and life is good. Sometimes it's not quite like that. If you can identify the points of friction and understand how the underlying circumstances within the organizations at the table could affect the outcome of the negotiation, you'll be prepared for stormy weather if you encounter it.

Your actions and those of your negotiation partner can also be indicators of Leverage. Some things to watch for:

Neediness - Are you eager, willing, bending over backwards to get things done?
Emotions - People blowing their tops and becoming emotional can signal important crossroads in your negotiation that might have otherwise seemed unimportant.
Drafting Control - Often times, the initial draft becomes an anchor for the negotiations. If drafting the agreement is taken up by the other party, don't be sucked into using their paper as your anchor.
Individuals Involved - The number of people involved and their prestige within the organization is a great barometer as to how important this negotiation will be.

During the course of your negotiation, there are several actions you can take that will either help you to boost your own Leverage or to reduce the strength of your opponent's Leverage.

Boosting Your Leverage:

Create alternatives
Match your offerings to their needs
Discount their alternatives
Create a deeper relationship

Reducing Their Leverage:

Be disinterested
Identify deficiencies
Expand the scope of your project
Establish an exit strategy

Finally, remember that when dealing with Leverage, PERCEPTION IS REALITY. So when you are prepared to serve up your Leverage, remember that this can be done in a variety of ways:

Present it - Just let the other side see the strength of your position
Leak it - Drop hints, provide strategic leaks, don't give it all away, but show enough to bolster your position.
Feign it - Fake it until you make it! (We don't really follow or like this strategy, but it is often employed and you should be aware that it could be used against you!)

Have fun on the Seesaw! We hope you have the tools to stay ahead of the leverage game and keep yourself in as strong a position of Leverage, from beginning to end, as possible.

Next week: Negotiation Strategies - Let The Mind Games Begin!

You Want Me To Meet WHERE?

2009-12-08T11:51:00.000-06:00

Last week, we talked about preparing for your negotiation. More and more we're seeing negotiations occurring over the phone or Skype or via some other technological gateway. However, when your plans include a face to face meeting you might want to take some time to consider where you want to meet to conduct your negotiations and what effects could come about as a result of this choice.

One of the truths that we believe strongly in here at the WieseLaw Contract Studio is that its never too early to start thinking about leverage (check out our Leverage Canvas). WHERE you decide to hold contract negotiations can play into the idea of leverage. If you are able to set the terms of where and when you will be meeting for the negotiation, this can signal perceived or actual leverage to the other party.

Home Turf - This sounds great, right? Make them come to you. You're already familiar with the surroundings and won't suffer from any disorientation factor. While this may be true, there are some possible downsides. You may be subject to distractions from those within your organization (i.e., you are on-site and can be hunted down even with your cellphone off). Also, there is always the possibility that your comfort could turn into a false sense of security or complacency. Be sure to stay alert!

Away Game - This can be a bit more difficult. You need to be prepared beforehand with directions to the negotiation site (Google Maps for the win!). Try to arrive early so you are not feeling stressed and time compressed. But being the visiting team can provide some valuable information. Just by being in their offices, you'll inevitably pick up some nonverbal cues about the organization (e.g., are they neat and organized, is their office furniture pricey and ostentatious, do people have pictures of their families/friends in their offices/cubes or are they sterile?).

Neutral Site - Due to the added cost and travel time to both parties, going to a neutral site, while offering some kind of level playing field, is often passed over as a possible choice. Depending on the parties involved and the availability/cost associated with the neutral site, this may be your best alternative. This is especially true if you are stuck in a stalemate with respect to meeting places. Keep it in your back pocket as an alternative.

Next Week - Fun with Seesaws or in other words: Leverage!

Negotiating In Difficult Situations

2009-12-02T12:57:00.000-06:00

Well, it's no news flash. The economy isn't exactly rip-roaring. Getting deals done isn't the easiest thing in the world. More and more, having a negotiation strategy and following through on that strategy are becoming linchpins to success. In this first of a series of posts to follow, we'll roll out a plan for approaching your most difficult and most important negotiations.

Preparation - Begin before you Begin

Every negotiation is going to be filled with its own nuances and surprises, but you can minimize these plot twists and turns through preparation.

Sit down (you don't have to sit down, but you know, do what you do when you want to think) and figure out what you need to gain out of this negotiation and what you want to gain out of this negotiation. Rank your needs first and your wants second. By ranking your needs against your wants you will be able to identify the areas in which you can make concessions if you have to (your wants) and still get what you need. Taking this idea one step further, identify the rationale behind your wants and needs. If you need 120 days prior written notice in order to terminate the deal, be able to explain that you will need at least 120 days to re-tool for alternate production. This will make your needs seem rational and less like demands even though they may be make-or-break deal points.

Next, you need to take a walk on the wild side and put yourself in your negotiation partner's shoes, or high heels or whatever they wear. Ok, not literally, unless you're into that sort of thing...then, go nuts. Anyway, the idea here is to want, and more importantly need from this deal. Ask questions and listen to what they have to say. Don't assume you know how things work "over there." The better you understand your counterpart and their wants and needs, the better able you will be to offer creative solutions to help you solve negotiation stalemates.

Finally, you need to be prepared to walk away from a negotiation if you aren't able to have your needs met. This is often referred to as your Best Alternative To a Negotiated Agreement (BATNA) or your walk-away point. This is an absolutely crucial value to have nailed down. The biggest mistake you can make in a negotiation is to accept a deal which puts you in a worse position than if you hadn't done any deal at all.

Stay tuned for the next step: You want to meet WHERE?

Identifying Ownership - It's Trickier Than You Think

2009-11-11T13:25:00.004-06:00

Many times, when two parties approach a deal they tend to think of their contribution and ownership of the overall project like this:

The problem is that most of the time there is going to be a significant amount of overlap. In those three circles. Your deals need to be able to not only identify the areas of collaborative ownership that exist within a given deal, but it should also accurately reflect the parties' understanding with respect to these overlaps.

Here's a tool to help you think through the ownership issues that you might be facing in your next deal:

Read The Contract

2009-11-04T12:34:00.001-06:00

I know, I know, kind of a 'no duh' piece of advice, but think about it. When was the last time you actually read through, word-by-word, your contract? Let me guess what you're thinking: "Isn't that what I hired my attorney to do?" Sure, but all too often, something that seems clear to one person can be lost in translation to the four corners of a contract. This can easily happen with some of the more technical or "legalese"-laden sections of the contract.

In order to avoid costly mistakes that can come about as the result of these communication failures, Professor Guhan Subramanian of Harvard Law School suggests a three-part strategy (abstracted from Before you sign on the dotted line... Negotiation Volume 12, Number 5, May 2009):

Discuss the deal landscape with your attorney. Why are you doing this deal? What do you hope to gain? What are your expectations with regards to the other party? What are some of the risks you and the other party will be facing? What do we do if things don't work out as planned? If your attorney can see the deal landscape as you see it, this will go a long ways to having the deal drafted accurately.
Take time to read the contract and encourage the other party to do so as well. Yeah, it may be a long and tedious, but if either side comes up with sections that are ambiguous or unclear, taking time to find those ambiguities and having them clarified before a problem arises can be very important. Turn to your attorneys if you need help getting clarity.
Have your attorney read the "legalese" back to you in plain English (or Spanish, or Bulgarian...etc.). This will help both of you get on the same page with some of the more difficult language of any deal.

Deal World Rule #8 - Lean Into Your Fear

2009-10-28T09:39:00.003-05:00

"Do one thing every day that scares you." Eleanor Roosevelt

One of the critical emotions faced by all great negotiators is FEAR. Fear is a

great teacher. We all experience fear, if you don’t … you are not growing.

Fear comes in many forms (e.g., internal politics, lack of confidence, no leverage), but if you are good at what you do you, then you will find yourself in situations that test your ability to deal with your fear again and again. Don’t try to run away from it. Don’t pretend it isn’t there. Don’t fool yourself into believing it will go away. Lean into your fear.

Apply this mindset to deal making. We are not talking about taking risk for the sake of getting your adrenalin pumping (although that’s fun too). We are talking about becoming great at what you do. Quite simply -- don’t avoid your fear, lean into it.

To help you lean into your fear, here are some exciting truths about fear:

You will experience fear as long as you continue to grow.
Extraordinary people don’t let fear create stop signs in their minds -- they see fear as a path to great opportunity.
You are not alone, others have their own fears to contend with.
Directly dealing with your fear weakens it (defeats it), while ignoring it strengthens it.

At the WieseLaw Contract Studio, we deal with fear by leaning into it. Do you lean into your fears? If so, congratulations. If not, start today.

Why Do Some Negotiations Fail?

2009-10-13T10:37:00.002-05:00

Let's face it, not every negotiation is going to end with resounding success. That sucks, there's no doubt about it, but you can almost always learn something from failure. I would encourage you to do a post-mortem on each of your major negotiations to see if you can learn something from them, but this is especially important in cases where you end up with bad deals or no deal at all.

The following is a short list of areas of concern for most negotiators. Rate yourself - how well would you say you are performing in each of these areas. Try and put yourself in the shoes of your counterpart. How would you react if you were hearing the same information?

Goal Setting: Good goals allow for negotiators to operate with a Zone Of Possible Agreement (ZOPA). They don't have to be rigid or set in stone, but they should give you direction in your negotiations. Without an idea of where you're going, how will you know when you get there?
Emotions & Body Language: We've talked about some of the "intangibles" of negotiating on this blog before. Don't underestimate the impact of emotions or ignore the information you may be able to receive via body language. Don't forget to examine your own emotions. Are you letting emotions cloud your thinking or negotiation tactics? Taking these intangibles into account can only help you!
Communication: This is critical to the success of any negotiation. Ensure that everyone understands how the negotiations are progressing and put it in writing! Any complex negotiation will inevitably have milestones of agreement that will need to be reached before the group can progress. If these milestones are captures accurately and communicated to all interested parties you will significantly reduce the risk that a further milestone will be compromised by a failure to adequately understand what has gone before to prepare the way.
Listen: This is practically a sub-point of communication, but it's so important that it deserves its own place on the list. Don't be afraid to shut up. Maybe you know everything there is to know about this negotiation. Maybe you are the world's foremost expert on this subject. Maybe you are certain you know exactly what the other side is going to say. Then again, maybe you don't. You can learn a lot just by letting someone else do the talking.
Stay on target...stay on target: Ok, I worked really hard to fit a Star Wars reference in here so stay with me. Agendas are worth their weight in gold. Send one out to the interested parties some time in advance to allow for changes and suggestions. Once you have a solid agenda this helps everyone prepare for the areas of interest that will be discussed in your negotiations that day. This will help you avoid a free-for-all style negotiation where everyone with a stake in the outcome tries to assert their goals at the same time.

Hopefully this will help you with your next negotiation review. Remember, making mistakes isn't what can make you a poor negotiator, but failing to learn from your mistakes will!

What Are You Saying That You Aren't Saying?

2009-10-06T09:20:00.008-05:00

Ok, that's a bit cryptic, so what do I mean? Body Language. Whether or not you are consciously aware of the signals you are sending and receiving, body language plays an important role in how your message is perceived by your negotiation partner(s).

To be sure, there are many, many ways that we communicate non-verbally. Further, there is no set way in which a particular hand gesture, posture or eye movement will have a definitive meaning. Many of those subtle non-verbal clues will vary from person to person. However there are some steps you can take to help you better understand your own non-verbal cues and those of others.

Be aware what your body language is signaling to the other side. How do you act when you are nervous, angry, happy, confused, agreeable, disagreeable, etc. By taking stock of some of your own non-verbal communication, you may more quickly pick up on those same signals in others. Additionally, if you are working on your "pokerface" when it comes to negotiations, being able to shed some of these non-verbal clues will help you ensure that you don't unintentionally give away information in a negotiation.

The more difficult step is connecting the body language of your counterpart to information that can help you better understand how your communication is being received and perceived by your negotiation counterpart. Much of the time, you may have to rely on time and experience to provide such information, but you may be able to shortcut the process by following up when your counterpart is sending some non-verbal cues such as crossing arms over the chest, looking away, doodling or otherwise fidgeting. For example, if you are discussing payment terms and your counterpart suddenly crosses their arms, you can follow up by saying "Is there anything about the payment terms I've just described that you think we should discuss?"

This important skill of understanding non-verbal communication will not come overnight and takes some work, but it will help you better see how the negotiation process affects the other party and provides clues about problem areas that may require further discussion. Good luck!

Eat Up - You'll Need Your Strength!

2009-10-01T09:47:00.000-05:00

No matter how well you prepare for any negotiation, there are always unknowns that you won't have control over. One of these, is the intricacies and complexities of an individual’s personal life and its effect upon the negotiation.

I once negotiated a complex and high-risk deal with a woman on the counter-party’s team who was engaged to be married. We had a series of in-person negotiations that followed a cycle of decent progress and discussion in the morning followed by difficult and unproductive afternoons. As the day progressed, she became withdrawn and sullen, stubborn and uncompromising.

At the recap at the end of each day, our internal team would brainstorm what we could to in order to achieve success and expedite the progress of the negotiations. All of us noticed that this woman ate very little during the day despite the plethora of lunches and snacks available. During the course of idle chatter during one of the breaks, I learned that this lead woman negotiator was on a strict diet to lose weight before the wedding.

Food and the associated acute mental energy it provides is a critical tool in any negotiation. Beginning the next day, we stocked the conference room with fresh cut fruit and many healthy snack alternatives. We managed the flow of negotiations to start earlier in the day, shortly after breakfast when the energy level was the highest. We learned quickly to hit the hard issues in the morning followed by the easier issues in the afternoon.

To be mentally acute, eat right! In-person, day long negotiation sessions take a lot of energy. Food is key to maintaining energy. Don't skip meals! Look into healthy alternatives - this is better for everyone involved so you don't mix the sugar high with the inevitable sugar crash.

Deal World Rule #7 - Simplicity

2009-10-01T09:03:00.000-05:00

The Simplicity Principle. One of the maxims we live by in the WieseLaw Contract Studio is – “Simple, But Not Easy.” In the world of deal making, there are far too many people who have an unfortunate talent for making things overly complex.

You should do the opposite – bring refreshing simplicity to your deals by doing the following:

Have Courage. Reduce to what is needed. People, especially lawyers, often feel the need to overcomplicate deals. Have the courage to include only what is needed.
Shorter is better. Although it is harder to craft short, tight and concise deals, we know they are more effective. As Blaise Pascal* once famously said:

“I'm sorry this letter is so long, I did not have time to make it shorter.”

*This quote, in one form or another, has also been variously attributed to Mark Twain, George Bernard Shaw, Voltaire, Winston Churchill, Marcel Proust, Rudyard Kipling, Henry David Thoreau, Abe Lincoln, Ben Franklin, and Larry Thomas, among others.

Patience. Go Slow to Go Fast – Take time on the front end to get all the needed understanding and information to determine what is important and what is unimportant. This is the step most often ignored.
Design. Create a deal structure and process that is designed to support the clearest deal making.
Experience. Leverage your lessons of the past and apply them forward toward creating a deal that focuses on what is important and not on what is unimportant.
Deal Maps. Map out the deal with a picture. Work through the actual deal from start to finish with a deal map.
Listen. Understand and factor in the interests of the other parties.
Capture all interests.

Some of these ideas are discussed by John Maeda in The Laws of Simplicity.

Do you embrace the power of simplicity in your deal making? If so, congratulations. If not, start today.

Understanding Contracts - What's Your Strategy?

2009-09-25T08:53:00.001-05:00

OK, you made it, you have a deal. It's great, it's perfect - life is good and now you just want to get on with the business of fulfilling your end of the bargain. But, how do you make sure that the people responsible for carrying out agreement actually understand what they are supposed to do?

Chances are you aren't going to find too many people excited to dive into the language of the contract every time they have a question or a question about upcoming contractual milestones. You are going to need some kind of summary - a way to help the business people understand what they have to do without drowning them in the finer legal points. One strategy we've had a lot of success with at the Studio is to use Mind Mapping software to create a Deal Map. A visual summary of important deal terms. We use MindMap Pro to help us create our Deal Maps.

There is definitely a craft to Deal Mapping. The need to be legally accurate and easy to understand can take some teamwork between you and your attorney/legal department. But the payoff can be realized in having greater certainty about important contractual elements and a confidence that each new deal will be implemented accurately and on time.

For an example of a simple Deal Map, click here.

The Importance of Trust in Negotiations

2009-09-18T11:54:00.000-05:00

Trust is a delicate, often mis-understood and, far too often, abused dimension relating to all kinds of human interactions, but since this is a blog about negotiation, we'll stick to that today, trust me.

First off, why is trust so important in negotiations? Simply put, if I can't trust you to fulfill your end of the bargain, my incentive for making good on my end diminishes greatly. What is the point of faithfully executing my duties under our agreement if you aren't going to live up to your end of the deal? However, trust goes deeper than that and comes into play much earlier than at the time the agreement is finalized. From the outset of a negotiation, trust plays an important role - both emotionally and logically. As explained by the folks at ChangingMinds.org trust has two major facets - Emotion and Logic:

Emotionally, it is where you expose your vulnerabilities to people, but believing they will not take advantage of your openness. Logically, it is where you have assessed the probabilities of gain and loss, calculating expected utility based on hard performance data, and concluded that the person in question will behave in a predictable manner. In practice, trust is a bit of both.

So, how do you go about building trust? While each situation is going to differ depending on the various factors involved, the following ideas should provide a starting point:

Establish a line of communication: This is a crucial first step to help you avoid problems down the line that may crop up as the result of misunderstandings. If you haven't established a line of communication before problems exist, it may be harder to gain their trust when other issues are clouding your relationship.
Explain yourself: This goes hand in hand with establishing lines of communication. How many times have you found yourself shaking your head at the other side's demands? What are they thinking!? Communication is a two-way street. Explain your reasoning behind your negotiation position and ask for reciprocity. If both sides have more information, that can easily lead to creative solutions that might not have been obvious when you are guessing about the motivation and reasoning of the other side.
Guard your reputation: It takes a lot of work to establish a good reputation and only one false step to ruin it. Your reputation can go a long way to paving the way for trust to grow in a negotiation. The opposite is also true - your bad reputation will make things much more difficult.

Once you have established trust in a negotiation, you will have a powerful tool to help you leverage your position and get the deal done! For more ideas, check out Deepak Malhotra's great article: Six Ways To Build Trust In Negotiations.

Deal World Rule #6 - Laws of Behavior

2009-09-16T14:13:00.000-05:00

There are certain laws of behavior that have become widely accepted over the passage of time. Knowing these laws and how to apply them can enhance your negotiation skills. Allow us to share a couple of our favorites:

The Law of Reciprocity. Simply stated, others will reciprocate in kind based upon the way you treat them. When you give and take in a negotiation, make sure you do so with this law in mind.

For example:

Set up any concessions with a clear label and definition of what value you are giving up – this invites reciprocity.
Create a deal culture that fosters a spirit of reciprocity at the outset – announce
that you expect to create a fair deal for all parties.
Make contingent concessions – I will yield on X if you yield on Y.
Release your concessions over time, not all at once – hold some reciprocity ammo in reserve for future exchange.

These ideas are discussed by Deepak Malhotra in Negotiation Genius.

The Law of Reinforcement. Simply stated, people learn to repeat behaviors that are rewarded. This works for good and bad behavior. Reward the behaviors you want to encourage, and not those you want to discourage. Some guidelines you could apply to your deals:

Be the Change – Act the way you want to be treated.
Quickly make the connection – Immediately praise desired behavior.
Be Clear – Your reward should be clear and consistent, such as a nod, offering of an Altoid mint, open smile, eye contact, or a sincere thank-you or compliment.
Reward behaviors, not moods or intentions – Don’t get caught up in trying to reward an attitude of the other party, stick to behaviors.
Ignore bad behavior – if that does not work, punish it.

Some of these ideas are discussed by Leigh Thompson in The Truth About Negotiations.

Are you mindful of the laws of behavior during your negotiations? If so, congratulations. If not, start today.

Social Status in Negotiations

2009-09-03T09:15:00.000-05:00

Often times in a Negotiation you can spend hours and hours in preparation for the meet up with the other side. You can learn all there is to know about your position and the needs of you client along with the possible points of agreement and/or disagreement with the other side. But, do you take into account the Social Status of the parties in your negotiation? It might be trickier than it seems.

First, it's unlikely that anyone is going to come out and say that they want to be treated with special deference and respect. Play it safe! Don't assume that if you are laid back and casual with respect to your own social status that others will feel the same way. Being overly informal and familiar may be off-putting to your those you are working for or with. Take time to get to know all the players - watch for clues in the interactions between all the players.

Second, acknowledge the particular status of each person! This seems like a "no duh" moment, but think about how often people feel under-appreciated. Taking a few moments to acknowledge a person's status and to defer to them in their various areas of expertise will help you win allies and goodwill. '

Finally, be aware that you can take things too far. Often times the social status of a person may blind us to their lack of substantive knowledge in a particular area. Don't let yourself be blinded by status when working with a diverse group. Acknowledge the subject matter experts and solicit their opinions when they will help you make better decisions.

Don't Ignore Emotions!

2009-08-19T14:09:00.000-05:00

Don’t ignore emotions - Emotions are an integral part of the human experience!

Think about the last time you approached a negotiation. What were some of the feelings you had? Hope, Fear, Enthusiasm, Trepidation, Indifferent, Empathetic? Most likely these and many more especially during the course of a drawn out and complicated negotiation. Simply approaching problems from logical frameworks and rational perspectives is not enough. Certainly, you should continue to apply your cognitive skills to both the preparation and implementation of your Negotiation Strategy, but failing to take into account the emotional component of a given Negotiation will leave a gaping hole in your strategy and may cause you to miss out on possible points of leverage that may only exist because of their emotional component.

In addition to the needs being addressed directly by the negotiation you are engaging in, people have emotional needs that they are consciously or unconsciously striving to meet such as status, notoriety and belonging.

In their book, Negotiation Genius, Deepak Malhotra and Max Bazerman devote several insightful chapters to the opportunities and pitfalls of leveraging emotions while Negotiating.

Leverage!

2009-08-10T09:34:00.000-05:00

One of the most important concepts to understand when negotiating contracts is LEVERAGE. At the Studio we strive to drive home the importance of LEVERAGE, ways you can develop leverage, and how your behaviors affect your leverage.

The whole point of having leverage is to be able to obtain your goal, your NEED. So the first step is to identify the object of your leveraging. Think about this as your NEED rock. It's big, it's heavy and you can't move it without some help!

Next up, think about ways you can develop leverage. Every situation is unique, but there are often ways to increase your own leverage or decrease the leverage of the other side. For a great discussion of ways to do this, read Roger Volkema's book - Leverage. The primary point here is to avoid tunnel vision when negotiating a deal. What are your options? Are there competitors that you could go to instead of the person/company you are negotiating with? Could you alter the scope of the deal/project to create alternatives?

Finally, the way you act often speaks volumes about you and your needs in a negotiation. If you act "needy" the other side will sense this - they will believe that you believe that you need them more than they need you. This is often played out in subtle ways: Drafting Control, Individuals Involved, Willingness to Travel, etc. Always ensure that you are meeting the other side half-way instead of bending over backward to please them and meet their schedules.

Always keep LEVERAGE in mind. It's almost never too late to consider how to develop leverage and to consider how to change your behaviors to give you more leverage!

Making Personal Connections

2009-08-03T12:08:00.000-05:00

Even in the most simple negotiation, personal ties between two negotiators can be crucial! I had an experience recently that reminded me of the power of making personal connections.

I was out on a Saturday afternoon running some errands and stopped for a coffee. I fully planned on getting a normal coffee with some cream and sugar, but I saw some iced coffee treat that sounded good on a hot summer afternoon. The barista immediately latched on to my interest and took the extra few minutes to explain why that was the only coffee for me. He even went so far as to ask about some flavor preferences and helped me get something I was really pleased with.

Sounds like no big deal, right? It's just a coffee, right? Well, I was so happy with what I got, I visited another location and asked for the same thing. All I got were blank stares from the less than enthusiastic staff of baristas at this location. I finally explained it to them and despite the eye-rolls and sighing, I got what I wanted, but it was a lot more painful. Needless to say, I will probably just be ordering my regular coffee unless I find myself faced with the barista who took a few moments to connect with me on a personal level.

Now for the payoff - simply by talking me through the process, the barista was able to get me to buy something from him roughly twice as expensive as the coffee I had planned on getting. Granted, the difference between $2 and $4 isn't all that much, but say your negotiation is more complex and infinitely more money is on the line? The personal connections you are able to forge throughout your negotiation will help you maximize the value in the deal and will help prevent the inevitable "Us v. Them" mentality that often seizes many negotiators.

For some ideas on how to reach out to your negotiation partners, check out these two great books: Beyond Reason, by Roger Fisher & Daniel Shapiro and How To Win Friends and Influence People, by Dale Carnegie.

Deal World Rule #5 - Know Thyself

2009-07-28T09:28:00.001-05:00

Central to the wisdom of the great sages is this principle -- "Know Thyself." This simply stated, yet difficult thing to achieve is the primary challenge faced by negotiators -- because the hardest person you negotiate against is always yourself.

If you Know Thyself, you will separate yourself from your ego (a horrible negotiator) and from the emotion of the situation. You will create natural flow, which yields clarity of purpose and the strength to confront any fear. There are many paths to self-awareness:

Desire it - This will cause you to see and tune into opportunities of selfawareness.

Seek it - Create a simple journal (handwritten preferred), and take a few
minutes each day to reflect upon the following questions:

What is your passion? Passion points to purpose.
What do you value? This is the filter of all major decisions.
Who do you admire and why? What are their values?
What would you do if you knew you couldn’t fail? Leaning into your fear is the most powerful exercise for personal growth.
How would your eulogy sound? You are going to die, embrace that thought so you get off your butt and step into your greatness – NOW!

These questions can be found in a great book - BE by A.C. Ping

Self-Analyze - As you become more aware of the questions to ask, you can start to really focus on how you behave in certain situations and what truly provides happiness. You can usewww.strengthsfinder.com, www.marcusbuckingham.com or Myers-Briggs Personality Inventory as aids.

Feedback - Ask your trusted friends for feedback about your areas of brilliance, strengths and weakness.

Coaching - Get a coach to help you establish a structured approach to tackle all of these questions with effective feedback and continuous self-assessment.

As you grow, learn, and evolve, remember the most important attribute of great negotiators (and happy people) is that they know themselves. Do you know yourself?

Creative Genius

2009-07-21T12:25:00.000-05:00

I've been reading a great book lately: Orbiting the Giant Hairball, by Gordon MacKenzie. I would say that after 11 years, the book is getting a little dated, but some ideas are just a little too sticky to go out of vogue.

One of the first stories in the book is about the author's visits to elementary schools where he displays his steel sculptures and talks art with the kids. Predictably, as the groups of kids get older, the less enthusiastic they become about discussing their own creative genius. To illustrate the point, I was taking a walk this past Sunday around a nearby lake. A young girl and her mother were walking just ahead and discussing the various ideas for sandcastles and sand-sculptures they could make when they got to the beach. The mother's ideas were primarily based on castles, moats, mermaids, etc. The young girl had a different idea: A half unicorn, half duck sculpture. She reasoned that she really liked ducks and really liked unicorns - so why not put the two together (Duckicorn or Uniduck?)!? Awesome.

Obviously, not every off-the-wall idea will work and certainly there is some comfort in having grown ups act in predictable patterns. But this draws out the distinction between being "normal" and being ORIGINAL, which is what we're really driving for when we want to unlock our creative genius.

One of the more powerful ideas here was about validation:

My guess is that there was a time - perhaps when you were very young - when you had at least a fleeting notion of your own genius and were just waiting for some authority figure to come along and validate it for you.
...
But there is still hope. You are an adult now. As an adult, you can chose to become your own authority figure.

I get a huge kick out of that idea. Authorize and validate your own genius!

Deal World Rule #4 - Use Maps to See the Deal Landscape

2009-07-14T16:15:00.000-05:00

Ernest Shackleton, Robert Scott, and Roald Amundsen were among the great explorers of the modern world. Armed with their passion, knowledge, and tools, these intrepid souls boldly ventured into the unknown, in search of great rewards, yet keenly aware that tragedy might befall them instead. Deals are like expeditions. Dealmakers are the explorers. We embark on a journey into new territory, relying on our passion, knowledge, and tools in the hope of reaching our business goals, yet recognizing that the risk of a bad deal is ever present. One critical tool that explorers use is a map.

Dealmakers should use them too. A deal map allows you to see where you are within the whole landscape in relation to the desired destination. Maps clarify and simplify complex terrain. Where are you now? Where is the destination? What risks & obstacles lie in the way? How can they best be navigated? Are you on the best course? You should start with a deal map based on what you know at the outset, and add detail as you uncover it during the expedition. This will help you in the deal, and it will foster greater knowledge transfer and retention beyond the deal.

A picture is worth a million words. Just as it’s better to show than to tell, a deal map is superior to the old memo. Memos may have their place in certain situations, but deal maps should also be added to your toolbox.

This Deal World Rule #4 is about seeing the whole landscape. When you can see what you are doing, in context, you have deeper understanding that makes you more effective at achieving better results.

How do you map your deals? Do you do it in a visual way that allows you to see the whole? Do you fill in the deal landscape with more detail as you move forward? If so, congratulations. If not, start today.

(click picture for the full view)

Mission Statements

2009-06-29T10:53:00.000-05:00

I've been preparing a little presentation about the firm for use in an upcoming meeting and it has kept me thinking about mission statements, strategic vision and things like that. I could easily point back to my last post - I don't like business jargon that seems to be saying a lot without really saying anything. So with that in mind, have you thought about a meaningful mission statement to guide your personal and professional lives?

One of the best ideas I can think of for crafting a mission statement is to figure out what you are good at: What are your strengths? It is easy to identify weaknesses and attack them systematically over the course of weeks or months, but it makes more sense to me to FOCUS on your strengths. These are the skills, passions and desires that drive you. So what are they? Need a little help? A great book by Tom Rath, entitled StrengthsFinder 2.0 is a great place to start.

Now, take those strengths and use them to come up with a MISSION. No, I didn't forget the last half of the phrase, a MISSION. James C. Collins, in his article In Pursuit of the Big Hairy Audacious Goal states that

A true mission is a clear and compelling goal that focuses people's efforts. It is tangible, specific, crisp, clear and engaging. It reaches out and grabs people in the gut.

I love that imagery and the ideas behind that quote. Any good MISSION has a clear finish - you'll know when you achieved it! Resist the urge to fill out your mission statement with platitudes and vague statements. If your mission statement isn't guiding your behavior, you haven't quite got it right. Go back to your strengths and keep paring it down until you've got to the honest core of you MISSION.

Emotional Intelligence - Beyond The Buzzwords

2009-06-09T12:10:00.000-05:00

While I'm definitely not one to walk into a meeting and tell people we have to synergize, think outside the box and repurpose our goals to make them actionable, I do think there is something to the oft used and abused term Emotional Intelligence.

So, what is Emotional Intelligence? Sure, there's a long, drawn out scientific explanation as to why and how our emotions developed and clearly raw, unadulterated intelligence can take a person pretty far in this life. Still neither of these, standing alone explains why some extremely intelligent people fail while those with a perceptibly lower level of intelligence seem to get a lot of traction. Emotional Intelligence, according to author Daniel Goleman is an amalgamation of five areas: (1) Self-Awareness: Ongoing attention to your internal states, including your emotions; (2) Managing Emotions: Don't ignore or try to eliminate emotions, analyze and incorporate them; (3) Self-Motivation: The ability to restrain emotions, delay impulses, and to defer gratification are critical life skills and the key to a host of endeavors; (4) Empathy: The more self-aware you become, the more skilled you will become at reading other people's feelings; and (5) Handling Relationships: The ability to accurately express feelings and sense the emotions of others is key to maintianing healthy relationships. IQ and Emotional Intelligence are not opposing competencies, but they do work separately. A person can be intellectually brilliant but emotionally inept, an imbalance that can cause many life problems.

How can you build your emotional intelligence? Authors Travis Bradberry & Jean Greaves offer some suggestions in their book, the Emotional Intelligence Quick Book:

Repetition is the key to permanent change. If you practice emotional intelligence skills regularly they will get easier over time.
Don't bite off more than you can chew. Spend time improving one particular skill area rather than taking a shotgun approach and losing interest when the task seems overwhelming.
Lean into your fear. Most people have a hard time realizing the cold, ugly truths about their own weaknesses. If you come face to face with your shortcomings, you can find ways to deal with them rather than ignoring them altogether.

This is just the tip of the iceberg, but a great starting point for gaining control over your emotions and dealing with the emotions of others in your personal and professional life.

Minneapolis Half-Marathon

2009-06-01T10:53:00.000-05:00

I participated in my first-ever half-marathon this weekend and had a blast. Special thanks to Team Ortho for putting on a first rate event that was great for the runners as well as the spectators. I don't think I could have asked for a more perfect way to kick off my long-distance running. The weather was perfect and being there with all these other runners was so inspiring!

So, What's Your Story?

2009-05-27T10:50:00.000-05:00

How many times have you heard that question? Plenty probably, but have you taken some time to think about the stories you tell about yourself? According to Jim Loehr in his book, The Power of Story, tells us that most of our stories revolve around 5 central topics: Health, Family, Work, Friendships & Happiness. Take a few minutes to think about the stories you tell about those 5 topics. Do you find a gaping difference between the stories you tell yourself and what is actually happening in your life? If so, you have a big problem!

Authentic storytelling is one of the oldest and most effective ways to communicate ideas and ideals. It's the reason the radio program (podcast program?) This American Life is so popular - people telling authentic stories about their lives is powerful!

So how do you tell authentic stories that will communicate the essence of you, your brand, your business? Here's a few suggestions from the book What's Your Story?, by Ryan Mathews & Watts Wacker:

Give your story a human face. People respond to stories about people.
Think of yourself as a color commentator rather than a play-by-play announcer.
Don't assume your audience is familiar with your story or even cares to hear it.
Know who your audience members are. They might include employees, customers, the media, investors, your stakeholders or your competition.

So, What's Your Story?

Social Objects

2009-05-19T15:42:00.000-05:00

I ran across a website that I thought was just going to fun and fluffy, but it turns out Hugh MacLeod has a lot more going on at GapingVoid than just cartoons drawn on the back of business cards.

Showing that he was way, way ahead of us here at WieseLaw on the Social Media curve, he has a post about Social Objects and how social networks grow up around Social Objects. I don't know why, but that really opened my eyes. If I didn't have pictures, ideas, links, thoughts, etc., that I wanted to share with other people, I wouldn't have a need for a social network in the first place.

But it goes even further, as Hugh says "The interesting thing about the Social Object is the not the object itself, but the conversations that happen around them." I think a lot of people misapprehend the point of sharing things. What you have to offer others has to go beyond mere information - it has to spark a conversation, ideas and innovation.

The Learning Box

2009-05-14T13:32:00.000-05:00

I was reading a great article today - When Mediator Education Backfires Even As It Succeeds - when I stumbled across a term (unconsciously incompetent) that reminded me of the Learning Box!

This neatly sums up how we learn stuff - it's pretty simple, and as I've learned, it is a great way to identify your weaknesses when you are trying to learn something new. You may not know what you need to know, but you'll know what stage of learning you are in and that awareness can help you reach the next step!

1. Unconsciously Incompetent: Ignorance is bliss. You don't know anything and you don't know that you don't know anything. Life is good!

2. Consciously Incompetent: You know what you don't know. This can lead to feelings of insecurity and vulnerability. No one likes to feel like they don't know what they are doing, but hey, it's all part of the learning process!

3. Consciously Competent: You finally know what you're doing, but you have to think about it. You probably have checklists and a set process you use to make sure you're getting things right. This feels great - you are energized not being the newbie anymore!

4. Unconsciously Competent: You've reached the point where you don't have to think about how you accomplish these tasks anymore and, in fact, you may even have a hard time explaining things to someone struggling in in the Consciously Incompetent stage. But, the great thing about this stage is that there are always new things to learn! Move back to step 1 and start over.

Negotiating Is Hard Work!

2009-05-13T08:54:00.000-05:00

After a long day of working on a complex negotiation, it's good to see Tom and Kendra taking a little time to relax and recuperate. This negotiation stuff is a lot of work!

Doing Good

2009-05-12T10:24:00.000-05:00

I have a friend that is remarkable in many ways, but none more so than her commitment to helping the cause in the fight against breast cancer. Unlike so many of us who talk a big game, she actually goes out and gets things done. She does the annual Twin Cities Breast Cancer 3-Day which, in and of itself is no small thing: Walk 60 miles in 3 days. But beyond that she raises funds for the 3-Day each year.

This year, she's decided to go in a different direction. She actually talked several friends and relatives into making a breast cancer calendar which, according to preliminary reports, is something to see. Thus far, she has had incredible luck getting the photographer, studio, hair/makeup, graphic design, printing, etc., all come together to pull this off. The calendars will be debuted at a release party on June 13. If you want to help her out or buy a calendar, all the help she can get will be appreciated. 3-Day Site. Calendar Site (goes live June 13).

Social Media and Legal Ethics

2009-05-08T10:18:00.000-05:00

I recently ran into this article on LegalBlogWatch which highlights what I can only assume will be a growing trend in the world of Legal Ethics: namely, whether and to what extent your Facebook, Twitter, MySpace, etc., will be subject to discovery requests and what rules will surround attempts by attorneys and other parties to gain access to such information.

In yet another LegalBlogWatch article (here), there is a great breakdown of a Canadian decision relating to discovery requests and Facebook specifically. Judge Brown states that while your Facebook profile is not presumptively relevant to a suit,

A party who maintains a private or limited access Facebook profile stands in no different position than one who sets up a publicly available profile. Both are obliged to identify and produce any postings that relate to any matter in issue in an action.

I'm not sure I 100% agree with this statement. For example, recently, a friend of mine on Facebook attended a wedding and wanted to share the pictures that were taken and posted by a third person. This third party has complete lockdown on their Facebook profile and pictures. Even though my friend was "tagged" in the photos, I couldn't see the photos. My friend tried to share the photo album with me, but was thwarted there as well. At this point, there were only 2 ways we could think of to view the pictures: Either I had to become friends with this 3rd party and request access to the photo album (you can still block your friends from seeing certain photos or albums) or my friend could individually download the photos she could see and give them to me.

Clearly, you can't get around your ethical obligations by sending in a third party to do your dirty work for you (and lets not forget telling your clients to just assume that their Facebook, Twitter, etc., will be discoverable, so don't do anything dumb there either). However, I think Judge Brown's comments are indicative of a person who probably doesn't spend a lot of time on Facebook and/or does not understand how it works and what steps a person might take to ensure their privacy or expectation of privacy online.

Like I said, I only see this area of law growing in the coming years. It will be interesting to see how it shakes down.

Latest Temporary Office Mascot

2009-05-07T10:06:00.000-05:00

Stephanie picked up a new puppy - Kola (we all voted for Butch, or Killer, but were shot down). Even though I generally don't go in for these teeny, yappy dogs, it's almost impossible not to love this dog:

Thinking Like A Transactional Attorney

2009-05-04T12:45:00.000-05:00

I was looking for some information on how to think like a Transactional Attorney when I ran by a blog post by Professor Orin Kerr over at The Volokh Conspiracy entitled "What Does It Mean to 'Think Like a Lawyer"? And How Does The Socratic Method Help?" While it's not directed specifically at Transactional Attorneys, I think the following quote is a good place to start:

..."thinking like a lawyer" means having a brain that focuses on what is legally relevant and that puts aside what is not. Legal thinking is a practical art that relies on a set of principles and relationships, and a person thinks like a lawyer when they master that practical art.

As a fairly recent graduate of law school, I can vouch for the fact that I learned a whole lot more about the adversarial nature of the practice of law rather than the transactional nature of the work we do here at the Studio (Doing Deals!). I discovered right away that I needed to make a seismic shift in my thinking. I had to come up with a methodology to help me approach each new deal - while this is still a work in progress, I thought I'd share a little of what I've learned so far.

Learn about your client and your client's needs - Seems kind of a like a "No Duh!" idea, but it is really easy to assume you know what your client wants without taking the time to understand the deal in the larger perspective of the client's deal portfolio.
Understand the transactional context - It's almost impossible to do a deal (or amendment or even a review) without having any context. Who? What? Where? Why? When? Answering these questions is a great place to start.
Use precedents to guide your work - No need to reinvent the wheel each time you do a deal. Think about making a deal library with exemplars for common phrases that you will want to use over and over again.

Obviously there are loads of nuances that will be encountered along the way to getting better at thinking like a Transactional Attorney, but the longest journey begins with a single step, right?

Leverage Presentation

2009-04-30T16:18:00.000-05:00

Today, the WieseLaw Contract Studio presented at a BITS conference on the topic of Leverage. The presentation was a lot of work and a lot of fun to put together - probably one of the best things we've ever done. It seemed like we really connected with the group in attendance and we had a great time being there.

Some things we learned:

Always check your behind for stuff stuck to your posterior BEFORE you start.
Technology will always find a way to sabotage you in some way, just be ready for it instead of freaking out about it.
People LOVE prizes, even if they are books. Winning is awesome.

Here's some pictures from the day - now you can put a face on us here at WieseLaw. Come by and say 'Hi!'

Check out this Lightsaber I found!

Interstate Highway Revitalization

2009-04-15T13:08:00.000-05:00

Mon March 3, 2009, President Obama and Veep Biden announced the release of $28 billion from the American Recovery and Reinvestment Act (ARRA) to states and local transportation authorities to repair and build highways, roads and bridges.

It might sound kind of strange, but I'm kind of excited to see what the have planned to help revitalize the interstate system. As a kid my family used to drive from Omaha to Salt Lake City (and later from Kansas City to Salt Lake City - oy!) each summer to visit friends and family. The speed limits were a bit lower back then (55 mph) and the trip would take about 20 hours each way. This was all before iPods and DVDs, so your best bets for entertainment were: 1) AM Radio, 2) Playing highway games (e.g., spotting license plates from the 50 states, Slug Bug, etc.) and 3) any roadside diversions.

Unfortunately, by the mid 80's, there wasn't much in the way of roadside entertainment. Still there were two roadside oddities that I always enjoyed.

First, this crazy Abraham Lincoln head Monument (Commemorating the Abraham Lincoln Memorial Highway):
And second, Chimney Rock (major landmark for the Oregon, California and Mormon Trails):

I always liked Abe because it was just kind of bizarre and there was a nice rest-stop there where you could escape from the other 6 people piled in the car. Chimney Rock was a little different - after getting a little back-story about all the different American migrations that passed by that geological oddity, it was interesting to think about all those who had stopped by to check out this rock sticking up out of the middle of nowhere on their long journey. Luckily, I wasn't walking or using buffalo chips to as firewood!

Deal World Rule #3 - Great Dealmakers Employ Great Methodology

2009-04-13T10:05:00.001-05:00

Creating, refining, and consistently applying a strong methodology empowers you to leverage your experience, tools, knowledge and wisdom into a winning formula. You gain efficiencies, reduce your risks, and achieve better results.

Below is a visual overview of our methodology (at a high level) . . . one that we’re continually refining to incorporate the most innovative ideas that we can garner from our experience, from our studies, and from the world’s great thought leaders. It contains 7 phases:

This Deal World Rule #3 is about efficiency, flexible consistency and life long learning. To negotiate great deals, your approach should honor your authenticity and the uniqueness of each deal, while weaving in what you have learned (and continue to learn) about the essential common qualities of all great deals.

When you see great negotiators who appear to be shooting from the hip they actually have an underlying method to their seeming spontaneity. At the start of one deal, I overheard the other negotiator whispering to his colleague -- “Remember, lets be spontaneous … like we planned it.”

How do you approach your deals? Do you do it in a manner that empowers you to collect wisdom along the way? Do you learn from your successes (and from your failures)? Do you incorporate that wisdom into a well crafted and continuously refined methodology? Do you apply that methodology consistently, yet flexibly, to each unique deal situation? If so, congratulations. If not, start today

Presentation Power!

2009-04-10T13:28:00.000-05:00

Ok, I'm the first to admit that I'm terrible when it comes to presentations. What's the first thing you think about when you think presentations? Powerpoint (or Keynote, a mild improvement from Apple)? Probably. And you know what? As far as that software is concerned, you could do a whole lot worse when it comes to efficiently presenting loads of material. But too often I succumb to the temptation to overload the page with words to ensure that I'm getting all my points across. I give too much information and not enough solid "take away moments."

There are so many great sites out there to help out us poor schleps with our presentation skills, but I'd like to draw your attention to a couple in particular. First, Garr Reynold's blog and book Presentation Zen have been a great resource to me. He is writing a new book due out this Fall called Presentation Zen Design - I'm really excited to see what that looks like. Second is Ted - Ideas Worth Spreading. This is just an amazing site. If you want to see some world-class presentations by some amazing people, Ted is the site for you. Check out the quick presentation below and you'll have your first taste of something different in presentations.

Under Pressure

2009-04-09T13:46:00.000-05:00

In these troubling economic times...

Yeah, how many times have we heard this sentence lately? Probably more than we'd like. As a relatively young person, this is the major economic crisis that I've ever had to deal with head-on and much like everyone else out there, I'm a little freaked out. In fact, today (April 9), the New York Times ran an article about the effects that people are feeling. For the most part, people seem to be doing a great job coping with things - you only hear of the aberrations on the nightly news, because, well, they're aberrations.

In perhaps the strangest pairing of ideas ever, I present Michael J. Fox. From Family Ties to Back To The Future, he was a big part of my entertainment growing up. Since being diagnosed with Parkinson's (at 29!) he's become more than just an advocate for those suffering from Parkinson's - he's become an optimist. Recently, MJF discussed his diagnosis and his research into writing a book about optimism.

So, what's the takeaway? For me, it's simply this: The glass always has some water in it, even if it's not exactly half-full anymore. It's really easy to focus on what we don't have or to let our anxiety run wild. Next time I feel that vice-like pressure in my chest when I see the Dow down another 150 points, I'm committed to seeing what's left in my glass.

Stepping Back In Time

2009-04-06T09:26:00.000-05:00

This weekend I had a great opportunity to tour the beautiful Cathedral of St. Paul in St. Paul, Minnesota this weekend with a friend who acted as my impromptu tour guide. The art and architecture are amazing, especially in a structure officially consecrated in 1958 (though the cornerstone was laid in 1907).

In all the high-flown arches, amazing paintings and dazzling stained glass, two particular features caught my eye, due in large part to the human elements involved. First, in the main Naive amongst the pews is a small plaque commemorating a visit by then-President John F. Kennedy (dated October 7, 1962). It was exciting to be able sit in the pew and imagine President Kennedy there.

The second piece I got a kick out of was a rough-hewn stone from the Castle Rouen that imprisoned Joan of Arc. It was set in a finely polished marble alcove which presents quite a juxtaposition against the rough stone. There is a simple plaque on the stone (see below) as well. You could clearly see the tool marks on the stone from the stone-cutters tools and you could feel the stone. It was amazing!

What Ever Happened To Civility?

2009-04-03T09:24:00.000-05:00

I am consistently underwhelmed with the caustic and often-times disturbing conversations that go on in online forums and commentary. I have always believed that you show your true colors when you can't be held accountable for what you are doing. Unfortunately, too many people take advantage of the anonymity offered by the internet to be petty, small-minded, bigoted, etc. The old proverb often comes to mind: Destroying things is easier than building them.

Some time ago, Tom gave each of us in the Studio a great book - Return To Civility: A Speed of Laughter Project, by John Sweeney & The Brave New Workshop.
The book has 365 suggestions for ways to improve your life and the lives of others by taking small and simple steps. The back of the book has a bit of great advice: "Act the way you want the world to be."

Avocado Milkshakes!

2009-04-01T09:51:00.001-05:00

For those of you who have always wondered (or even if you haven't) how to make an Avocado Milkshake, WieseLaw is here to help you out:

Shadow Warriors

2009-03-31T11:48:00.000-05:00

I have been reading an amazing non-fiction book (Shadow Warriors) co-written by Tom Clancy, Gen. Carl Stiner, ret., and Tony Koltz about the US Special Forces and their transformation from an outsider force to the elite of elites we known now (e.g., Green Berets, Navy SEALs, U.S. Army Rangers, etc.). The book provides firsthand accounts of members of these units and I have been consistently blown away by the stories they tell.

Far and away, the most interesting stories are told by Gen. Stiner. His early life was dedicated to hard work and taking on the values instilled in him by his parents. Gen. Stiner's parents were simple people whose education didn't extend much passed 8th grade, but they were far-sighted enough to realize education was going to be key in providing their children with long-term success and encouraged all their children to pursue a college education, which they did. One of his father's sayings has stuck with me: Never accept less than your best effort in all you do.

Gen. Stiner's accounts from his training to become an elite member of the US Special Forces borders on the unbelievable. The training is designed to push the limits of physical, mental and emotional endurance. For example, during a 17-day grueling training session through the marshes and swamps of Florida Stiner was in charge of keeping the sleep log. At the end of the training session, Stiner recorded 8.5 hours of sleep during the entire period! Suddenly, getting about 4 or 5 hours in one night doesn't seem so bad.

I would like to highlight one further point emphasized by Gen. Stiner. We have probably all come to think of our elite troops as little more than hyper-efficient warriors (thanks in large part to popular movies/books). While it is true that they are extremely capable warriors, that is only a small part of their overall mission and certainly their motivation comes from other, more deeply held beliefs about our country and their own personal commitment to defending it.

Dads Live On

2009-03-26T14:34:00.000-05:00

During my life there have been foundational forces that have kept me on track. As I think back on these forces an image of my Dad, the Rock, comes into focus. In almost every memory of my childhood fears my Dad would come to the rescue.

After I saw the movie Jaws I had nightmares for weeks; I would run into my parent’s room in the middle of the night out of breath with fright. My dad would quell my fear by saying: "Tom some risks are unavoidable but I assure you we can all avoid getting eaten by a shark." I would immediately feel the fear leave my body. This is one of a thousand examples of the Rock.
As I have grown up and I face adult fears the strength, courage and wisdom of the Rock still energizes and comforts me….even though he is rarely physically with me. When I face difficult situations I can hear him saying: "Tom you will be a success in what ever road you will take. I’m not saying it will be easy but you will always do well." Our parents are the first leaders we are exposed to …. And great leaders always live on. My Dad believed in me when I didn’t believe in myself. Everyone needs that bridge and I am grateful I have it. That bridge is something that can not be taken away, even after my Dad is gone. He has given me a foundation. The best leaders live on – and that makes me smile when I think of my Dad.

Elephants in NYC

2009-03-25T10:08:00.000-05:00

A great tidbit from Pace working for WieseLaw in NYC:

M and I just got back from seeing a herd of elephants walking through the streets of Manhattan. When the Ringling Brothers Circus comes to NYC each year, the train carrying the elephants is too big to come through any of the tunnels into Manhattan, so it stops right outside (in Queens) and the elephants walk through the Queens-Midtown Tunnel and then up 34th Street to Madison Square Garden. It happens between about midnight and 1:00a.m., and not many people know about it, so it's not a crowded scene, which makes it particularly enjoyable. The elephants are so cute, each holding in its trunk the tail of the next one. It was a magical scene!

Playing Is Serious Business!

2009-03-11T08:43:00.000-05:00

Just finished reading a very interesting article the Tom turned me on to: The Serious Need For Play by Melinda Wenner, published in Scientific American Mind. The article is full of studies about the importance of play in childhood development and well-being. In essence, Play is an integral component relating to three central themes: (1) Playing relieves stress; (2) Playing helps to build social skills; and (3) Playing may actually make you smarter (or at least more creative in your problem-solving skills).

As an adult, have we missed the boat when it comes to play? Wenner states that although researchers usually focus on the effects of play on the developing brain, it is important for adults to play too! So how do we get more play into our lives? Stuart Brown, psychiatrist and founder of the National Institute for Play has a few suggestions:

Body Play: Participate in some form of active movement that has no time pressures or expected outcome (hint: if you are exercising just to burn fat, that is not play!).
Object Play: Use your hands to create something you enjoy (it can be anything; again there doesn't have to be a specific goal).
Social Play: Join other people in seemingly purposeless social activities, from small talk to verbal jousting.

It might seem elementary, but if you are still struggling to figure out how to bring more play into your life, think back to what you enjoyed as a kid. According to Brown: "Find your childhood play's 'true north' and try to translate those memoreis into activities that fit the current circumstances."

Good luck and remember to schedule a little play time for yourself today!

Deal World Rule #2 - Great Deals Maximize Whole Value

2009-03-05T09:28:00.001-06:00

Great deals maximize Whole Value. A deal’s Whole Value is the deal’s potential (normalized to reality) less its costs (actual and intangible). It’s not an exact number but an informed relative value analysis.

To determine a deal’s potential (Reward) you analyze the Deal Value Drivers with the focus of an investment banker. Focus on cash flow relative to key factors:

*Cash Flow = is a term that refers to the amount of cash (or item of value e.g., exposure) being received and spent by a business tied to a specific deal.

To determine a deal’s costs (Risk) you analyze the Deal Value Drivers with the focus of an accountant that went to law school. Focus on the risk and expenses of generating the cash flow for the deal.

Rule 2 is about disciplined focus. During your next deal, focus on the deal’s Whole Value, as described herein. You will find that you have better understanding of what you want (and what you are being offered), which in turn, will direct your actions to achieve greater Whole Value.

In simple terms, its Reward vs Risk.

Negotiation Baby Steps

2009-02-25T12:32:00.000-06:00

Wouldn't it be great if each negotiation we had to face came with its own set of instructions? Unfortunately, almost every negotiation is different and some are far more complex than others, but there are some basic skills everyone can learn.

Think about how you prepare for a negotiation. Most likely, you take time to do some research on the topic and, if this is a person you've dealt with before, you may review any history you have with them. This is a great start for preparing yourself for a negotiation. Obviously, when you call the cable company to negotiate a lower rate because you are "thinking" of switching to satellite, your preparation may differ from an important salary negotiation. However, the following 3 ideas will provide you with some guidance in most situations.

1. Know Thyself: Are you a morning person, or a night owl? Are you a good listener or do you prefer to control the pace of a conversation? What are some of your strengths when dealing with others? Weaknesses? Are you likely to give up on the first "No" or would you be willing to ask more questions in order to understand why the other sides is saying No?

2. Know Your BATNA: Your BATNA is your Best Alternative To a Negotiated Agreement. Do you know at what point you are better off not doing a deal at all rather than doing a bad deal? That is, what is your break-even point? If you reach a point where your BATNA is more attractive than the deal being offered, you can walk away knowing you've made the right decision as long as you know your BATNA going into the negotiation.

3. Know What You Want: Know your destination. If you don't know where you are going you have at least two problems. First, you won't know how to get there. Second, how will you know when you've arrived?

By keeping these three points in mind while preparing for your next negotiation, you'll have a much clearer picture of how the negotiation will unfold, your own purpose and vision along with a break-even point and, most importantly, a destination.

First Day of Spring - Less Than A Month Away!

2009-02-23T10:09:00.000-06:00

Encouraging thoughts - we all need them. Tom related a little life lesson that I have often repeated since he told it to me. E + R = O. That is, Experience + our Reaction to those experiences equals our Outcome. We often don't have a lot of control over our Experiences, but our Reactions are something we have direct control over.

Along those same lines, we had a great motivational speaker - Boaz Rauchwerger - come and speak to us in the Studio. I will be the first to admit that I often find motivational speakers to be a bit cheesy and I don't often take much from their message, but Boaz was different. He is the definition of an optimist and his attitude is infectious, you know, in a good way. He left us with his "31-day charge" which has a short story along with a motivational Attitude Affirmation for each day of the month. I find myself often repeating my favorites. We made up signs after Boaz's presentation with a variation on the famous Notre Dame sign tapped by the football players on their way to the field. Our sign reads: Ever Day, I Play Like A Champion!

I've found that applying Boaz's advice in my everyday life has helped me make the impact of the E a little less and strenghtened my R and that has led to better O. (e + R = O!)

Back Country Checklist @ Grand Targhee Wyoming 2009

2009-02-18T09:13:00.000-06:00

I was skiing in the back country last week. And I came across this sign:

I read Back Country Checklist carefully and could not help but see this checklist's application to life. When I read the sign I interpreted the questions to mean:

1. Do you have the required knowledge or training to do what you want?

2. Do you know where you’re going?

3. Do you understand your current situation?

4. Have you sought help from those that are informed?

5. Do you have the right tools to succeed?

6. Are you prepared for what lies ahead?

7. Are you willing to take 100% responsibility for your life?

Going forward, I will use this checklist on and off the mountain.

Learning About Contracts

2009-02-11T10:52:00.000-06:00

Whew! Life in the Studio has been busy! Tom just got back from a little ski vacation in Alta, WY and a subsequent client meeting in NYC where they had a lot of great discussion around social media. Kendra has been out landing whale clients and dealing with sick kids, I'm not sure when she sleeps - she's amazing! Stephanie is the glue holding us all together as always, now I just have to trick her into coming back to the gym with me.

So, enough with the firm update. My focus for 2009 is going to be learning how to do deals and understanding the subtle ins and outs that separate good deals from great deals. Well, that's great, but how do you get started? One of the first things I learned was to use a methodology. Use the same approach to analyzing deals each time, so that you aren't reinventing the wheel over and over again. From our website, you can download our approach to contract analysis, here.

Second, and equally important is using a visual representation of complex deals that highlight important deal points. This makes it so much easier to come back to a deal, months later, and pick out the key pieces of information that you might need to know (e.g., payment, indemnification, termination, etc.). We use software called Mindmap Pro. It's very easy to use and allows for a wide range of customizable options. You can check out a free trial, here.

Why WieseLaw?

2009-01-27T09:38:00.000-06:00

Hi all - Thanks for stopping by to see our blog. As the newest member of the WieseLaw Contract Studio, I thought I'd share with you some of my impressions and why I knew I wanted to be a part of what Tom, Kendra, Stephanie, Pace and Don have worked so hard to build.

It was obvious pretty early on, that WieseLaw was going to be unconventional. Even the interview process was different. Tom's first question to me was: "What's your favorite movie?" (Intolerable Cruelty, by the way). I was floored and excited. They were a lot more interested in finding out what I was good at, what I enjoyed doing and how I could help them develop the vision for their practice than they were about figuring out where my weaknesses were.

After I joined the firm, I got to see first hand how important relationships and people are here at WieseLaw. We aren't anything without our cool clients. It's definitely not unusual to hear questions about people's families and backgrounds along with whatever deal is being worked. All part of the holistic approach that's taken here.

I have thoroughly enjoyed my year and half I've been here and I can't imagine doing anything else.

Harley, the Golden Retriever

2009-01-14T11:52:00.000-06:00

One of the great things about working in the Contract Studio is that we have lots of visitors of the 4-pawed persuasion. We've had Bauer the Bernese Mountain Dog in for a visit (while he was recovering from surgery) and Walter the Pug was a lot of fun.

Our latest office mascot is Harley the Golden Retriever and he loves tennis balls:

We're not sure how long we'll have Harley with us, but we're so glad he's here.

2009 – It’s Going To Be A Great, Tough Year

2009-01-13T08:55:00.000-06:00

The media is putting a death wrapper on everything. What the media is not reporting, however, is the incredible duality of the situation. Yes, it’s bad out there, but it’s also fantastic – the world now abounds with unparalleled opportunities. This is an exciting time. We have many constraints: money is tight, time is scarce, attitudes are negative, fear is running high. Yet these “constraints” can actually be turned on their heads and leveraged into fostering wonderful creativity.

Think World War II, think Manhattan Project, think Apollo programs. All of these periods in history were characterized by massive constraints, yet amazing things were accomplished. The constraints were turned on their heads to unleash a torrent of creativity. In fact, our opportunities are even greater still -- because everything is on the table, there are no more sacred cows. When constraints rise to this level, everything must be reexamined, which actually spells the ultimate creative freedom.

Unconstrained Constraints = Ultimate Creative Freedom

During this period of time great things will be done and accomplished by those who lean into this situation and provide value. Lets get busy. . . It’s show time.

Deal World Rule #1 - The Value of Your Business is the Sum Total of Its Deals

2008-10-08T10:50:00.001-05:00

Welcome to the Wieselaw Negotiation & Contracts Blog, we're excited to share what we learn in our collective experience of doing deals. We call them "Deal World Rules."

Rule 1 - The value of your business (and your life) is the sum total of its deals.

You need great people, content, ideas, money, products and services (“Company Jewels”) to have a successful business… but those things are not enough. Company Jewels need to be connected to commerce toextract their value. Deals connect Company Jewels to commerce. We focus on deals.
Your deal portfolio drives the value of your business. SO – start focusing on your deals, individually and collectively. Great deals increase the value of your business … one deal at a time. Unfortunately, the opposite is true as well (i.e., each bad deal decreases the value of your business).

Rule 1 is about awareness. Just think about it. Where are the dollars and risk for your business generated? Make a list. Check it twice. Are you getting the most from your deal portfolio? Do you even know your deal portfolio? Once you have the awareness you can take effective action to increase the value of your company.