Speaking the Right Language

I admit it.  I love Star Trek.  Well, not so much Deep Space Nine.  But it doesn’t matter. It’s fun to think about all of the gadgets that this future world introduces to us.  Take, for example, the universal translator. Aliens throughout the galaxy can communicate with each other without worrying that something is going to get lost in translation.  Such a great concept–a world without misunderstandings. Or at least one where the misunderstandings are not being caused by language barriers.

There are so many situations in our present lives where a universal translator could be helpful.  Throughout my career I’ve often noticed that lawyers and business people rarely speak the same language.  Lawyers speak “legalease,” a language comprised of long words, even longer sentences and too often devoid of concrete advice.  Business people speak “business speak,” heavy in jargon and gobbledygook that substitutes for hard thinking and clarity in articulating goals and directions for others.  Not enough lawyers can speak plainly and clearly. Not enough business people can speak plainly and clearly. Will this change anytime soon? No. Are lawyers and business people doomed to permanently speak past each other?  No.

What is the solution?  Hire your own universal translator.  Legalease drives me crazy. I refuse to use it.  But I equally hate business speak. Instead, to me, the right language is the one that acts as a bridge that connects seamlessly both worlds.  I’ve spent many years perfecting my universal translator skills.

When I was an associate at Shearman & Sterling, I worked on sovereign debt restructurings for Mexico, Brazil and Argentina.  Shearman was counsel to the bank steering committees responsible for leading the negotiations with the respective governments.  Each bank steering committee was comprised of representative banks from different financial centers. The negotiations spanned months at a time, and I spent many hours in an oversized conference room listening to bankers and government representatives from around the world work to reach consensus.  

The American bankers on the committees were always focused on the “bottom line” solution, expressing clear displeasure for drawn out discussions.  The French bankers, on the other hand, relished long discourse that ultimately ended in statements to the effect that they could not possibly agree to any proposal on the table.  The Japanese bankers were exceedingly polite and never disagreed with anyone, belying their actual disapproval of whatever suggestion had been put before the committee. The British bankers were consummate diplomats, always seeking to point out areas of common agreement.  The German bankers were always trying to persuade others to the logic of their approach. And the Italian bankers liked to argue–a lot. One of our roles as counsel was to talk to the various bank constituencies to look for opportunities for consensus. More often than not, such consensus often involved creating a common understanding that all of the bank members of the steering committee could ultimately endorse.

Later in my career at Shearman, I spent two years in the firm’s Paris office.  That was my first in-depth exposure to the differences between the American/Anglo common law system and the European civil law one in which my French colleagues had been trained.  The American system is one of nuances, ambiguities and interpretation–one of the things that drive business people crazy about the American approach. On the other hand, the French system is all about the code.  What does the code say? If it is not permitted by the code than it is presumably prohibited. When I would ask the French lawyers in the Paris office a question about French law, they would always look at the code and more often than not, come back with an answer of no.  What I discovered, however, was that if you kept asking the same question in slightly different ways, by the tenth time of asking the question, a yes answer was actually possible. The key involved combining what the code did or did not say with the interpretive approach that good American lawyers master early in their careers.

After Shearman, I became the U.S. General Counsel for the global French investment bank, Caisse des dépôts et consignations (CDC North America, now Natixis).  CDC was building a number of U.S. capital markets and structured finance businesses.  Most of the senior executives had been sent to the U.S. from France. Most of the investment bankers, particularly those on the various trading desks, were American.  The American traders were particularly bad communicators. It was a combination of short attention spans, a trait of many traders, and a desire to resist scrutiny over their trading strategies.  The French, one the other hand, were masterful communicators, that is, if communication skills are measured by the number of hours that can be spent in meetings discussing issues without actually making decisions.  

One of the ways I tackled the trader challenge was by going back to school.  While continuing to serve as General Counsel for CDC, I earned my MBA from Wharton.  Wharton expanded my toolkit allowing me to speak to the investment bankers and traders on their terms and to drill down into the economic drivers underlying many of the transactions we were undertaking.  From my time working in Paris, I was able to apply the nuances of language to find common understanding with my French colleagues, in particular, in looking below the surface to understand the motivating factors underlying their strategy.  As a result, I became an important bridge between the Americans and the French, translating the desires of each side into actionable business objectives.

After CDC, I became a venture capitalist, sourcing and evaluating investment opportunities for our new firm and sitting on the boards of companies in which we had invested.  I negotiated the legal terms of our investments but did so from the perspective of an investor where our business goals drove the legal terms, not the other way around. As a venture capitalist, I learned the importance that strategy, combined with sound implementation, played in the difference between success and failure.

I eventually returned to private law practice, bringing together all of my diverse prior experiences.  For better or worse, I cannot be a lawyer without also being a business person and I cannot be a business person without considering the potential legal hurdles and challenges.  Since 2014, when I was retained by Overstock to represent them as the first public company to issue a security on a blockchain, I have primarily focused on fintech and blockchain.  I combine my MBA and JD training, my M&A, capital markets and finance know-how, my time as a general counsel and venture capitalist and my experience working outside of the United States, to providing unique and holistic consulting and counseling to entrepreneurs and enterprises who want to use their blockchain and fintech ideas and vision to disrupt the world.