Identifying Ownership - It's Trickier Than You Think


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


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):
  1. 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.
  2.  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.
  3. 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.