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Finding the right partner

Escrito el 6 abril 2008 por Teresa Martín en Derecho y RSC

One of my postgraduate pupils made a question in class which I found most difficult to reply to. He was trying to engage a new partner and investor in his software development project. While he badly needed the financing, he was afraid to lose his majority position and be displaced from his leading role. He said that such potential injection of cash would enable the company to reach its goals within a much shorter period of time but he did not want to share his success. To complicate things, the new investor was as wealthy as hardly trustworthy. I told him the “Fable of the Dressmaker”, of my own invention. Here it goes:


When you need a tailor-made dress for a society wedding, you select the piece of fabric (la tela), the dressmaker (sastre o modista) and the pattern (el patrón). Then come a number of fitting sessions (pruebas) and you end up with the dress of your dreams (or not). In the whole process, a number of mistakes can be made, both by the client and by the dressmaker:
1. You didn’t pick the right dressmaker. You wanted a shocking dress and he/she is a reputed judge’s gown (toga) maker. Well, you can still take your beautiful piece of fabric to another dressmaker. Or become a judge!
2. What a pity you didn’t select the right pattern to fit your figure. It makes you look horrible. However, with such a wonderful piece of fabric, you can still make yourself a scarf, a headband or even a shopping bag!
3. The dressmaker is creative, but not to attentive during the lengthy fitting sessions. Well, you can always find a less famous dressmaker for that part of the work.
4. The fabric is not nice. You do not actually like the colour or the weave and it feels rough.
Number four is the sole mistake that is impossible to solve. When you pick the wrong cloth, nothing can be done. Whatever you do, the end product will always look horrible.
Now let’s translate the Fable of the Dressmaker into the corporate world. The dressmaker is obviously the lawyer, the pattern is the business, the fitting is the negotiation and the cloth …. of course the cloth is your partner.
Following the Fable of the Dressmaker, I will now list the a number of potential mistakes which an entrepreneur can make when admitting new partners:
1. You didn’t pick the right lawyer. In the legal profession there are rainmakers as well as worker ants; litigators as opposed to negotiators; hunters and farmers. When you needed a cutting-edge contract lawyer, sadly you engaged a testament specialist. Fire that lawyer (ensure to pay him/her first!) and find the one next door.
2. You just realised that it was not a good idea to open an oil well in downtown Madrid. Whose idea was that anyway? Why doesn’t the oil pumping company file for bankruptcy? Instead, our new company will set up a drycleaners’ near a working oil well. Let’s just start a new business together with all the experience that we have gained.
3. You thought you needed a letter of intent, not much more than a gentlemen agreement, whereas in fact you can’t do without full protection and thirty pages of clauses with all the flanks covered. Come on! Keep working and whip your lawyer for harder work. A number of additional hours will make it.
4. Your partners are wealthy and they impress you. However, they continue to cheat you from day one. You saw it coming when they kept reopening points in the negotiation. They would not concede reasonable things. They play hardball and you are afraid that you will end up choking.
There is no solution for a wrong partner. No lawyer, contract or business can amend that. The sooner you get rid of the wrong partner, the better. If there are serious objections during courtship, things will not improve with time. Take your idea and run.
Unfortunately some people prefer to turn a blind eye during the negotiation period and trust that their attorney will fix it. A dressmaker cannot make up for an ugly piece of fabric. The best lawyers, the most successful business and the perfect contract cannot make up for an untrustworty partner.

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