Please recount a “war story” in your experience of a negotiation approach that went spectacularly well and explain how/why it worked.

In a recent cross-border M&A transaction, we had a foreign party negotiating and successfully convening with the Italian party a call option right whereby the foreign party would be entitled to purchase a certain amount of share capital of the company owned by the Italian party.

The foreign investor intended to secure that the Italian party would not record any pledge, lien or collateral on the opted shares.

To achieve the abovementioned objective, the foreign party requested that the call option right be transposed from the Shareholders’ Agreement into the bylaws of the Italian company.

The Italian party refused, since they wanted to avoid public disclosure of the terms of the option right at the company registry. We were asked to find a solution that could satisfy the legitimate interests of both parties.

We appointed an escrow agent that, pursuant to a confidential escrow agreement agreed upon between the parties, would hold the share certificate pertaining to the optioned shares. The solution allowed the Italian party to maintain full confidentiality on the terms of the option right, while ensuring they would not be able to use the share certificate to record any pledge, lean or collateral of any kind on the optioned shares.