Submitting an extremely thick and lengthy set of documents, and expecting Italian counterparts to hold negotiation in great detail on each and every provision of the set of documentation, is unlikely to work well. This is particularly true if you are unavailable to adopt and use a neutral language for the negotiation and drafting of documents.
Not making use of a common language obliges the parties to appoint an interpreter who may further mislead the parties due to his/her potential lack of practical legal and
business language knowledge.
Leaving the negotiations entirely to the representative of the foreign investor with limited access to the foreign M&A attorney, particularly with respect to legal and contractual technical provisions, can also be a problem. In the past, we have seen foreign investors acting as the direct counterparts in place of M&A attorneys, even on strict legal issues they had no knowledge of.
It is also worth noting that loss of temper will not have the effect of inducing Italian parties to change their negotiation approach and/or to accept the terms proposed by the foreign party. Threat of walking away from the negotiation table or starting the negotiation with another purchaser will not help to resolve any deal obstacle, but rather contribute to the final breakup of negotiations.
