Many people want to save money during contract negotiations. These people usually do not consult a lawyer for coursework or other initial questions. Sometimes this can work well. For larger and more complex trades, or for trades with a complex opponent, this may not be a good idea. Let’s see why.
What’s the point of a cannabis deal?
A term sheet (also referred to as aletter of intent or LOI) is an outline of the key clauses of the deal that the parties sign before negotiating a final contract. You won’t see them in all deals. They are often used in larger, more complex deals such as M&A or finance transactions. They can be binding contracts, but it’s usually a very bad idea. A non-binding document can be very helpful as the parties will have a roadmap for the deal and work out the key points before proceeding with due diligence and drafting.
Why do people try to file urgent without a lawyer?
Money is the #1 answer. Lawyers don’t work for free, and many people think, “What’s the point of paying your lawyer to draft a non-binding contract?” (I’ll answer this in the next subsection.) Another common concern is strategy. Bringing in the wrong lawyer can just lead to endless stipulation negotiations that can hurt the deal. The purpose of term papers is to get something down on paper quickly, not to go back and forth 20 times. Good lawyers can avoid this problem, but we have seen many cases where this is not the case.
Why people shouldn’t make term papers themselves
A good lawyer who has done a certain deal many times will be able to spot many legal (and even non-legal) problems that many clients may miss. They may also be able to help the customer explain how things are written and defined. All of this can save you a ton of time and money in the long run. By flagging issues at an early stage, the attorney client can take those issues to the other party at an early stage and see if they are palatable. Ourscorporate cannabis lawyerssaw deals fall apart over disagreements over what was on the term sheet.
Another time-consuming point in a deal is when one party wants to add a key term that wasn’t on the list of terms. The other party may refuse to add it on the grounds that it was not in the list of terms, despite the fact that the terms letter was not binding or contained language that expressly stated that the terms letter did not include all material terms of the transaction. This is also another place where deals can easily fall apart. Even if the deal doesn’t fall apart, if the parties disagree about what’s written in the terms and conditions, the costs will skyrocket.
Use a cannabis business lawyer who has experience with term papers
Bringing a bona fide cannabis business lawyer into the drafting process can be key. This is especially true for complex or expensive transactions, or when one party knows they have less leverage in the transaction to request changes later. This is even more true if the other side or their attorneys are tough negotiators. Stay tunedLegal Canna Blogfor more corporate cannabis law updates.
Source: Legal Canna Blog
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