Negotiating Tips
California Lawyer

Negotiating Tips

October 2012

- Open a trust account in your lender's bank. Money in these accounts tends to be more static, which tends to make you look reliable (like a good loan candidate). Also, establish an escrow account and suggest to your banker that you will need multiple credit facilities for the firm, such as payroll accounts, corporate unsecured lines of credit, and accounts receivable.

- Be prepared to show the bank three years of tax returns, personal returns from all partners, and personal guarantees from all partners.

- Consider providing sufficient collateral that can be easily liquidated if you?re looking to avoid the personal guarantee. Collateral can include a long-term savings account pledged for the loan. In that case, the practice should negotiate a dollar-for-dollar release of the collateral as the loan amortizes over time.

- Negotiate for limited pro rata liability - rather than joint and several liability - if you do make a personal guarantee. That way, your level of responsibility can be consistent with your percentage of ownership in the firm.

- Arrange for the option to repay the loan early without penalty. If your firm is thriving, you may want to pay the debt off - or down - before it's due.

- Show your bank that you have a stake in the project by using your own finances - to the degree that you can - to build your practice.

- To assuage a bank's fears about unforeseen "acts of God" that might preclude repayment, show that you have sufficient disability or life insurance to cover any contingency.

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