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Lawrence Lederman

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    Lawrence Lederman

    Each looked at the process [of drafting an agreement] as drawing a series of concentric circles to circumscribe the risks, with the issues in the inner rings being the most likely risks. They tried to draw as many circles as reasonably necessary, without burdening the deal with too much complexity. Frank's structures were often elliptical, covering issues in the outer rings while sometimes leaving others reasonably near the center uncovered. Marshall's deals were more symmetrical and less complex, unlikely to cover remote or novel risks not in the center (although possibly a problem in time), since he proceeded from precedent.

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    Lawrence Lederman

    [The directors] were proud, sensible business people who realized that their reputations were at stake and that, while they were a jury for the moment, they in turn would be judged.

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    Lawrence Lederman

    There were two elements to look for in any draft: one was the accuracy in reflecting the deal, and the other, its omissions. The difficult part was to find out what had been left out. Frank would start with "what if" and then go through the structure of the draft and see how it worked. . . . The process of asking questions was like playing pinball. He'd run the ball through the maze and see what lit up and what didn't. He would spend ten or fifteen balls through with me, and the agreement would start to take on shape, then three dimensions and life. When its inadequacies showed, he asked the inevitable question: Could we layer on another level of complexity to account for the omissions? Of course.