Come Monday morning, I find a nervous looking Terry in my office. How do I know he’s nervous, you ask? Because I filled the candy jar Friday afternoon and he’s laid waste to more than half of it, and used my trash bin for target practice with wrappers. He has abysmal aim.
“I, uh, wanted to talk to you about the Swanson deal,” he blurts out before I can even get my coat off.
I stare at him blankly, as I often do when someone brings up a deal I haven’t heard boo about in over a quarter. “Can you say a little more about that?” I say blithely as I reach for my laptop and start searching for the Swanson deal.
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“The numbers don’t work.”
“As in, they don’t add up, or they eat into the margin?”
“Both,” Terry insists. “What I mean is, when we ran them we forgot to add in a line item, so the math is off. Way off. We can’t give them the products at that price.”
“Ah.” I’m not sure what else to say, because I’m pretty sure “Didn’t you guys double check the math before you offered it to them?” would not be appreciated at this moment. “That is challenging. What’s the plan?”
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“I could hammer them on the marketing allowance, I guess,” he says glumly, as he reaches for his fourth, no, fifth Kit-Kat of the morning. That cannot be good for anyone’s cardiovascular health. “Any legal hang-ups?”
Having managed to quickly spin through the Swanson redline, I shake my head no. “Everything is sewn up, I’m afraid. I mean, we gave a little more than I like to on indemnification, but I think it’s well within our risk tolerance profile for these kinds of deals.”
He nods, shoulders slumped in defeat. “So, I guess I just have to tell them we effed up the numbers?”
“Sound like you guys just need to iron out the numbers. Let me know if I can help you push this along.” By the offer of help, I mean, I will update the draft and bracket the numbers until he’s ready to provide them. And possibly restock the candy dish.
So, I’m a little surprised when I see a calendar invite later that day with nothing except a dial-in. I’m generally leery of these kinds of invites, but I accept because Terry’s got kids and he’s probably on his way to do pick-up or something, hence the rushed dial-in with no information.
Well, it turns out there are actually 10 of us on the call: Terry and I, as well as the entire Swanson commercial and legal faction. The Swanson contingent is not pleased as Terry hems and haws about things that don’t matter, but I listen quietly as they offer up a concession. And another. Clearly, the Swansonites want to get a deal done. Excellent, I think to myself, we’ll get a deal done by dinnertime.
But Terry is digging in, an odd position for someone who effed up the numbers to take. No concession seems to be enough. “But I think the single biggest issue,” Terry says, winding up for his big finish where I’m certain he will drop the hammer on the numbers, “is that our lawyer won’t approve the changes to the legal language. There’s just no way we can do this deal.”
Did anyone catch the plate on the bus that ran me over? Yeah, me neither. Had he not heard me correctly when I said the language was fine? Or did he think it was opposite day when I relayed that to him?
When we circle up after the call, I’m not sure what to say. So, I just listen to what Terry says about the deal: his disparagement of their concessions, his unwillingness to move on anything, and then, he starts in on Swanson. Their diminishing returns over the last few years. Their unwillingness to replace some of their equipment. Their inability to ever stay within the budget. What I hear him saying is he didn’t want to get a deal done with Swanson.
Now it’s clear to me what’s happened. Terry cast me as the Mom. Not the cool Mom, mind you. But the Mom who said you can’t go to the prom after-party because there could be illicit substances. The Mom who vetoes the fourth piercing in your ear for unspecified “hygiene reasons.” But also, the Mom who provides the perfect excuse for why you can’t do something. Because my Mom said no, whether or not you ever actually made her aware of the request.
In that respect, I can almost admire Terry’s play here. He’s thrown up an impossible barrier for Swanson to overcome: the Mom card. Similar variations on this include the CEO card, the CFO card, or the SVP of Sales card. Find a person in charge whose decision cannot be appealed and craft your exit around it.
Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at [email protected] or follow her on Twitter @KayThrace.