Negotiations Through a Lawyer's Eyes | Jan Ollila | Negotiator 84

Summary

Jan Ollila, partner at the law firm Dittmar & Indrenius, opens up the lawyer’s real world, where a contract is not merely a shared understanding but a question of what the other party can ultimately be compelled to do. The conversation runs from the reform of the Helsinki Takeover Code, whose working group Ollila chairs, through the structures of M&A processes to vendor due diligence reports and warranty and indemnity insurance that shifts the seller’s liability onto an insurer. Ollila says that fewer than five per cent of corporate transactions end up in proceedings and that disputes are almost always resolved in arbitration rather than in a district court. The sharpest observation in the episode concerns education, since a law degree contains no negotiation training at all even though negotiation is the core of the profession. The examples include a German lawyer who killed a deal with a single opening sentence and a Swedish buyer who visited Finland five times without once asking what the other side wanted.

Chapters

• 00:00 — Legal education contains no negotiation training
• 00:56 — Guest Jan Ollila and the lawyer’s real world
• 01:39 — A contract to a lawyer and to a commercial person
• 02:19 — The court as the ultimate means of compulsion
• 02:58 — Why there are hardly any global laws
• 03:33 — The EU as a regulatory framework and the MAR regulation
• 04:19 — The Helsinki Takeover Code reform working group
• 04:38 — The working group’s five tasks
• 05:09 — Could the code cover First North companies
• 05:40 — Nordic ID and Brady Corporation’s tender offer
• 06:59 — Good securities market practice guides in any case
• 08:28 — Large owners and the chair’s role
• 09:19 — A combination agreement is the rule in Finland
• 10:52 — Merger talks alongside a tender offer
• 11:47 — First North lightens documentation requirements
• 12:04 — The exit process and the two-stage auction
• 14:06 — There are no rules in the M&A world
• 15:04 — The extremes from intimate to massive
• 15:37 — A third round and parallel negotiating teams
• 16:39 — An exclusive bilateral negotiation
• 17:16 — The seller keeps the buyer on its toes
• 18:10 — Strategic buyer versus private equity investor
• 20:04 — Vendor DD and legal guidance reports
• 20:50 — W&I insurance shifts the seller’s liability
• 22:33 — Competition breaches and GDPR stay uninsured
• 24:20 — Disputes after a transaction are rare
• 25:25 — Earn-out as the most common source of conflict
• 25:57 — Fewer than five per cent end up in proceedings
• 26:08 — Arbitration instead of a district court
• 28:00 — A commercial solution beats litigation
• 29:08 — Harvard negotiation training for 25 years
• 30:10 — Esa Saarinen and waves of thinking in the firm
• 31:40 — BATNA, the best alternative to a negotiated agreement
• 32:47 — Analysing interests and dividing the apple
• 34:29 — Packages and weighing benefit in many dimensions
• 35:34 — Pricing legal risk with outside help
• 36:04 — The GDPR risk exists already
• 37:37 — A German lawyer killed the deal with his opening line
• 39:02 — Lack of preparation and unclear roles
• 39:39 — Getting the other side into a constructive mode
• 40:24 — The Teams era made negotiations more straightforward
• 42:28 — Is it worth anchoring first
• 44:03 — Arguments must be tied to the real world
• 45:00 — Pro bono, CMI and WWF
• 46:53 — AmCham and Finland as an investment destination

Watch

The recording lives on the Neuvottelija channel: Neuvottelut lakimiehen silmin | Jan Ollila | Neuvottelija 84. A Finnish edition of this episode is published at www.neuvottelija.fi.