An Interview with Robert R. Ouellette

ROBERT R. OUELLETTE is a partner in the Columbus, Ohio office of Schottenstein Zox & Dunn, where he serves as co-leader of the Corporate practice group, as well as coordinator of the Mergers and Acquisitions and Corporate Finance practice groups. Mr. Ouellette focuses on advising public and private companies on complex corporate transactions, including mergers, acquisitions, joint ventures and raising capital, and significant corporate governance matters. In his mergers and acquisitions practice, he has represented both acquiring companies and target companies in asset transactions, stock acquisitions, and mergers in transactions valued up to $1 billion. Mr. Ouelette received his A.B. and J.D. from the University of Michigan, and since then, has published a number of articles and has been a frequent speaker at seminars and other events. He is included in the Best Lawyers in America in the areas of Corporate Law and Mergers and Acquisitions Law.

As part of his practice, Mr. Ouellette spends a significant amount of time using the Alternative Dispute Resolution method of negotiations. In an interview with Mayhew-Hite Report editor Laura Drongowski, he shared some of his experiences and insights.

How often are you involved in negotiations – what percent of your billable time is spent preparing for and engaged in negotiations?
Probably 50% of my time.

If a negotiation fails, what happens next – what percent of the time do you walk away from the deal, compared to what percent of the time you go to court? Does that alternative make a difference in your negotiating strategy?
[I] almost always walk away. Maybe 1% of time we litigate. [It] doesn't really affect strategy because the other side knows the relative percentages and how unlikely it is you will ever sue.

How do you prepare for your first negotiation meeting with the other party's attorneys?
[I] over-prepare. [I] analyze documents[,] understand client's objectives[, and] try to anticipate other party's concerns and have reactions/alternatives already thought through.

What negotiation tactics have you employed that you find particularly effective?
Strategic silence. Lawyers love to talk, and hate silence. They will continue to talk to fill the empty space, and usually weaken their position in the process.

What negotiation tactics have you observed that have led to a) a breakdown in negotiations b) animosity between the parties and/or c) a poor outcome for the client?
Pettiness. Making personal attacks. Implying someone is not acting in good faith. Putting the lawyer's ego in front of client objectives.

How do negotiations in the transactional context differ from negotiations in the litigation context? Which do you prefer and why?
I prefer transactional, [because] there isn't a judge/referee in deals. You have to get the other side to say OK, based upon their best interests and your best interests. [It is] much more fun. You can have two winners in a negotiation. [In] litigation, nobody is a winner.

In preparing for a negotiation, how much of your job is helping your client figure out the bottom line and aspirations?
Almost all of it.

Do you feel it is your job to ask your client the right questions in order to have adequate information before a negotiation or do you rely on your clients to take the initiative to provide you with the information? If it is the former, what techniques do you employ in order to make sure your client is giving you all of the information you require?
Always the former. [Techniques I employ include] rely[ing] upon experiences, draw[ing] upon things or deals you have seen in the past and make parallels, push[ing] the client's thinking so you truly understand their motivations and business objectives.