Today is just a quick note on completing a transaction, all the way.  Clients are busy people, and tend to move very quickly when forming an agreement.  The agreement is then documented, usually by a lawyer.  There is some back and forth to get the language just right, and then it is sent to the client for signatures.  Often, these documents are not related to a specific deadline. And these can often go unsigned for weeks or months, or (worst case) forever.

If you are purchasing a business, you will certainly be signing those documents, or the seller won’t turn over the keys.  But there are many documents that need to be signed, but there is no pending transaction looming over everyone’s head ensuring that signatures actually happen.  A good example is a shareholder agreement.  Yes, we know it needs to be signed.  But in all honesty, it doesn’t really need to be signed today.  It can wait until tomorrow.  But then tomorrow becomes next week, next month, next year.  Or never.

One of the toughest calls we can make as an attorney is telling a client that this document they badly need was never signed, despite a flurry of reminders from the attorney. Eventually, the attorney will give up and will probably send a letter saying, essentially, “I did my best, but this is on you now.”  The very worst is when an agreement was never signed, and one of the parties has now died.

So the takeaway today is to be sure you get both feet across the finish line before calling a transaction “done”.  Don’t stop short of the ultimate goal, and be sure to set reminders to gather those important signatures and really tie up the loose ends.  You’ve spent the money to get the document completed.  Be sure you finish it off!

JDV

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