Transactional business law is an “art form”; not a science. Lawyers not specializing in business transactions are often somewhat unfamiliar with the practicalities of any business negotiation and how to get a deal done; and if they do a lot of trial work, that side of their personality interferes even more in their ability to get market-savvy results for their clients. Law school is constructed around an adversarial model, and the students come away with the approach of a “gladiator” bent on getting the absolute best deal for the client that she/he possibly can.
Real life for a business lawyer should not be that way. Most business transactions involve a lot of compromise; i.e., if following signing a purchase & sale agreement one of the parties high-fives her/his counsel, one should be concerned that the deal may well come off the rails either before or after closing the transaction. The optimal result is usually when both parties say to their advisors, “Well, it’s not quite as good as I’d hoped for; but I can live with it.”
Taking a sophisticated and knowledgeable but reasonable stance preserves your business lawyer’s approach as a “deal doer”; rather than the too often encountered posture of a “deal killer”. This is your business, and your attorney may not be a very good businessman and should not be entrusted with making business decisions on your behalf… Mr. Jacobson has 40+ years of experience as a business lawyer who gets results; not one who takes pride in chalking-up “wins” in his column by trying to out-fox the other side’s attorney or inserting a hidden advantage of some kind into the contracts.
Mr. Jacobson was formerly staff counsel for SAFECO Insurance, where he was heavily involved with business perpetuation and transition matters of all kinds, including business loans at all levels. He has co-founded and owned several small companies himself, thereby enhancing his business lawyer’s understanding of various real-life issues and challenges faced by his business clients – as opposed to textbook law from an ivory tower as practiced by many attorneys who have not been in the trenches themselves in the world of small business. His practice emphasizes business mergers and acquisitions both on the buyer’s side or the seller’s side, internal succession planning, related corporate and partnership law, LLCs, employment contracts and non-competes, internal shareholder buy-sell agreements (perhaps the most important document a client will ever sign), and real estate transactions.
One area of emphasis for this business lawyer specialist is companies with high intangible value or intellectual property such as professional firms and property/casualty insurance agencies, where he has achieved national recognition. Another is in the arena of internal family succession planning, which is fraught with problems to be addressed in the inter-personal stress areas inevitably popping up both before and after implementation of such an internal succession plan. In all of those areas, an experienced business lawyer’s approach is as much about the personalities and personal objectives of the various parties, as it is about the legal documents themselves. Having worked successfully with hundreds of businesses over his career, Mr. Jacobson takes an all-encompassing fair and balanced approach to making every negotiation a “win/win” to the extent possible under the circumstances.
Mr. Jacobson is a lecturer on business perpetuation and transition at seminars and programs for professional organizations in various states around the country. His experience and counsel as a business lawyer is highly valued. He takes the approach that resolving the fundamentals of any potential transaction up-front by clarifying expectations on both sides, usually involving signing non-binding letters of intent before the parties start drafting contracts, is critical and will save the parties a great deal of time, trouble and money.