Why the Smartest Lawyers Kill the Fewest Deals

Joshua Wilson: Good day everybody. Welcome to the Deal podcast. Oh man. We're gonna have a fun conversation because you might have listened into one of the past conversations with a guy named Lance and we're, we brought on his father-in-law to, to get the real story, to get it straight. Mr. Joe, welcome to the Deal Podcast.

Joe Giglio: Thank you. 

Joshua Wilson: Yeah, 

Joe Giglio: glad to be here. 

Joshua Wilson: We're glad to have you. Now, how in the world do you know Mr. Jude here? 

Joe Giglio: I knew him growing up. I knew his father and mother. I know his father and mother, wonderful folks. I know his family. Then he became a lawyer. He worked with with us, with me for a while.

And then I've had the pleasure of being able to work with him a few times in the business he's currently in, which is an intriguing business. And once in a while they need a lawyer. So here I am. 

Jude David: I even gave them fits in the courtroom sometimes. 

Joe Giglio: Yeah. Jude was a shall we say an awesome opponent, but we usually ca were able to work things out.

Jude David: Oh, I was more like when the Washington Generals play the Harlem Globe Trotters and they just needed somebody to beat. But 

Joe Giglio: it's okay. No, I've made my career. Look, I'm nice to the other guy. If we can settle it, great. If not, I'm nice to the judge. 

Joshua Wilson: There you go. That's right.

Now you said he was a wonderful opponent, right? So you're in law, right? So walk us through what does a wonderful opponent look like in 

Joe Giglio: the I said an awesome opponent, I think, and that's the polite way of saying an awful opponent. No, he was a worthy opponent. He was a. What's the word, Jude, you smarter than me.

It's a an opponent who makes you work. 

Joshua Wilson: He made you work for that money, right? 

Joe Giglio: That's right. 

Joshua Wilson: Okay. 

Joe Giglio: He was a good opponent because he was very well prepared and very smart. 

Joshua Wilson: Yeah. Now you've known him a long time, so you saw him as a wee lad and all the way up into one day going in the courtroom and being your opponent.

What, what's that like seeing the, seeing someone as a child and then one day being your opponent in the courtroom? 

Joe Giglio: It makes me very happy because I see someone who's taken the gifts they've been given and improved on them to make themselves even better. I like to say this and I tell my children this.

I hope they turn out better than me. I want young people to succeed. That's why I'm still. Practicing law with the young folks most of whom Jude knows because I'm helping them to succeed because they'll bring the next generation forward. 

Joshua Wilson: Now Jude is the co-host that you all will hear on this podcast and one of his desires is to use this podcast as a platform to inspire future deal makers.

So when you saw Jude as a future deal maker. And then one day going into court, like how do you go into that court going, man I know him, I know his family. I'm not going easy on this guy. Like, how do you prepare your mind to go into court? 

Jude David: Joe never went easy on me.

I'm just gonna go on the record there. Yeah. Was Joe 

Joe Giglio: always 

Jude David: give his, gives it his best. 

Joe Giglio: I was a stern with my position that represented my client well. And Jude did the same and you can only respect that on both sides. And I think it was a mutual respect. And you got it reversed.

He was a lawyer and then now is a deal maker and he, unlike the typical lawyer, is willing to gauge risk and reward and has the personality and the wherewithal to excel in the business brokerage industry that he's now in. He's one of the best. 

Joshua Wilson: How much did he pay you to say that? 

Joe Giglio: Nothing. Not a thing.

He's smiling. Because he knows it's true. 

Joshua Wilson: Yeah. No he's a pleasure to work with you. You said one of your joys is seeing young people operate in their gifts. You saw Jude, and this is cool 'cause I get to talk with one of your mentors, right? And I get to uncover the story here.

You saw him and you had some gifts, and then you said he, he grew in that field. But then unlike most attorneys, most lawyers, he moved to the world of deal making. What? Explain that for people listening in, 

Joe Giglio: most lawyers are not risk takers. That's not their job. They're, and they're not attuned to the judgements that need to be made in business.

This is not a perfect world. Many lawyers. Do a lot of talking, don't listen. Jude listens. He is willing to offer his advice and counsel to help the deal along and let the lawyers do their jobs. He was one of the most brilliant lawyers we worked together. He, when we worked together, he I remember vividly we had a business where the control what we were representing a business and the control of the business was not proportionate to the stock ownership.

Instead, it was by the election rights to the board of directors. And Jude spotted that right away and. I said, oh, okay. I learned something here. Because he had dug deeply enough to know that, and that turned the whole thing in favor of our client who needed that extra ounce of control to make the thing happen.

He might remember what that deal was, and it's it succeeded because of that. Find that like finding a pearl in the or needle in the haystack. 

Jude David: Only 'cause I had good mentors like Joe. 

Joe Giglio: There 

Jude David: you go. And it's such a good thing whenever you can find a mentor who help guide you and teach you all the right ways to do things.

There, there's so many young lawyers that I feel like it's just a missed opportunity. 'cause there's bright people coming outta law school, but they hang their own shingle and they don't get that mentorship early along. And it really makes a difference. 

Joe Giglio: That's also true. So I guess you're getting the impression that at the initial stage of his career, we worked together at another stage of his legal career.

We worked not apart, but against each other on several cases. He had another good mentor in that practice. And then now we've worked together in this field. So I'd say we're friends and brothers in the, these events. 

Jude David: For a minute we were frenemies. 

Joshua Wilson: Frenemies. 

Joe Giglio: There you go. 

Joshua Wilson: Yeah. So Joe, how long have you been an attorney?

Joe Giglio: I've been an attorney since 77. So what's that? 49 years? Almost 49 years. 

Joshua Wilson: Okay, got it. What got you into law? 

Joe Giglio: Oh, boy. When I was a freshman high school student, my dad would watch The Defenders and Perry Mason. Y'all don't, haven't heard of those shows. Later I would think I might want to go into politics and I thought law was a big background.

That may not have been a mistake, but that didn't turn out to be my plan. Instead, I wanted to become a lawyer because I was interested in the challenge, the independence that brings. I thought that I could do the job. And so here we are. I've had a great career. I'm very happy that at age 21 or so when I made the final decision, I guess I started talking about it when I was 15, wanting to be a lawyer.

I guess I was lucky that even at that young age, the decision was the right one for me. 

Jude David: Yeah, it's a little inspiring, Joe. 'cause most lawyers you meet were a little more like me. They couldn't wait to get out of the practice of law. And and most of 'em end up getting stuck.

You make good money practicing law and, it's pretty hard to make a switch to something else and keep the same kind of lifestyle. How is it that you've built a career for 49 years, satisfied practicing law and really thriving at it, whereas most lawyers seem to not follow that path.

Joe Giglio: I think it's first the the senior partners at the firm. I'm in the firm of Lisko and Lewis and the senior partners were like I aspire to be now that is respectful and helpful to the young people. I was given a lot of tools and I was given a lot of freedom to do a lot of things. I like to say this, I wish I knew now what I thought I knew when I was starting out when I was fresh outta school.

I was this, I thought, you know how it is, you think you know it all. I was like that, but they let me go. They kept me between the rails where necessary. But I had a lot of freedom to develop my practice and I got into the business practice. In a combination of by intention and by happenstance, I started, let's Go.

And Lewis historically was an oil and gas firm. It now does everything. But back in the early days, the late seventies, I was doing oil and gas title opinions, working with landmen working with independent producers to get wells drills. But then in the mid eighties, there was a depression in Louisiana, an oil and gas depression.

And I found myself all of a sudden in bankruptcy court in state court in and in my office trying to work out loans where I can remember vividly, a guy bought a oil field for $12 million and he came to me and literally I had to get the Kleenex out and allow him to cry about the fact that his oil field was now worth only a million dollars.

And what do I do now? Do you know that the bank. Because of his honesty and attention to the bank's needs, he was able to work that out without ever seeing the foot of the, without ever putting his foot in the courthouse. We were able to settle it and that's where I learned that you have litigation and you have deals.

And lemme tell you, for the businessman, deals are a lot more successful even if they're result of bad events like what happened in the eighties. So as a result of going into the courts, sometimes when the people weren't willing to work things out I morphed into what I do now, which is business litigation.

Joshua Wilson: So you've been doing it for a while, and you've mentioned this a few times as one of your joys is raising up and enabling the future generation of deal makers, right? 

And or attorneys in this case. So as you're seeing someone, how do you identify someone's potential? How do if there's a hundred people sitting in front of you, how do you know which one you should pour into or become a mentor for?

Joe Giglio: If they are honest, if they have a faith life, they don't have to be the top of their class, but they have to have besides the moral compass, which is probably the most important, they also need to have a modicum of intelligence and common sense. 

And if they have those attributes, they can do just about anything, particularly in a firm where they.

Many resources we can draw from. I remember one of the clients I started representing, it's because he had run into my dad. My dad was a salesman all his life. And the man asked my dad, what kind of lawed as your son practice? And my father said what kind do you need? In a firm you can offer any service just about, because you have the resources to go down the hall or to get on the phone and talk to some of the experts in New Orleans, Baton Rouge, Houston, where we have offices and get help.

Lafayette is a big enough, the area of commerce to implicate the other geographical regions I mentioned. Houston we often do work in Houston, Lafayette, Baton Rouge. We have a small office in New York now, and very proud of the firm that I joined and still practice with. 

Joshua Wilson: Yeah. You said you chose the business route, business law through happenstance, right?

Yeah. Like how do you know, what's your advice about people choosing their career paths? And if you could go back, you said, I wish I knew now what I, how would you encourage people to choose their path? 

Joe Giglio: When I said happenstance, it was a combination of intention. I was always interested in business.

But if I had said in 1985 that I wanted to be a business lawyer, they would say Joe do you want to move from Lafayette? Because things weren't happening, it was a depressive arena. So I worked with banks as their counsel to work out the numerous loans that were once good and were now bad.

And through that interaction with businessmen who had fallen on hard times through no fault of their own, I can tell you it was the effect of the precipitous decline in oil prices. And the negative effects upon the oil business of the Tax Reform Act of 1986, so that all of a sudden the investments that doctors and lawyers were making in oil wells were no longer deductible, basically on, on their tax returns.

And it was a confluence of those events that created this depressive economy that we had. And we didn't come out of it till 1990, but or so during that approximate five year period, I met a lot of bankers, businessmen. One thing leads to another. And so that's what I would say is take advantage of the opportunities that you might not have planned on receiving and just learn how to say yes once in a while.

That's where I'm a little different. I'm willing to take a risk and as a lawyer on that and on that sort of thing. And some of the best things. In life come out by saying yes, even though there's some risk involved, the risk that you're gonna have to learn a new field, the risk that you might get in over your head.

You have a firm with support to help you. As we did when the work ex exploded basically because of all the need in those fields I reached out and all of a sudden four or five partners were willing to help me. 'cause if they were previously doing some of the work that was no longer available because of the depression.

So that's a little trip down memory lane. So what I would tell my younger colleagues, and I've had the same talk with a couple of my kids when they asked me is be willing to say yes, take a risk once in a while 

Joshua Wilson: when it comes to saying yes. You're. You're having conversations with people who need to learn how to say yes.

Learn how to say yes. What about on the flip side of that? When do you need to learn how to say no? 

Joe Giglio: The best I heard it from a guest speaker at one of the events I went to afterwards. I went up to talk to him and I said, one of my problems is saying yes, you get over committed. And he said, Joe, here's my advice.

Pause a minute before you say yes and ask yourself by saying yes. What are you saying no to? 'cause you only have 24 hours a day. And so I've used that in setting priorities and I've thought my priorities are faith, family, my wife at the top friends, community, and and travel. And I'm able to fit in all of those things.

Be because I've just tried to stay busy. But, we have to have time for leisure, but with faith and family and at the top that's where we are on the thing. 

Joshua Wilson: As you look back in your life, in your great career, very successful career, what were some of the best yeses you've ever made?

Joe Giglio: Saying yes to the responsibilities that were requested of me at the Catholic school system and the the church. I'm serving with Jude, for example, on the Catholic Legacy Foundation of Acadiana which is a wonderful organization that will allow donors church parishes others in the mission of the church to, park their money for long-term needs, long-term mission driven things, scholarship plans for kids to be able to go, who might not be able to afford to go to school. We farm such things. Church capital projects, things like that. So saying yes to that. In the early days in 1986 or so, believe it or not, in the depth of the depression, a fellow lawyer now retired.

Bob Cole asked if I wanted to be on the Chamber of Commerce board of directors. That was a great experience. I eventually became president. They now call that office chairman. I was the head volunteer guy, very active back then met. Dozens and dozens of people here in Lafayette, which helped my career saying yes to an icon in the banking industry.

Red Dale Red introduced me. He was a mentor beyond all mentors, but rest his soul. He's a great man. He helped me a lot. But saying yes to those things that I've done in my life gave me an opportunity to understand better, to be a better lawyer to try to work things out, stay out of the courtroom if I can.

But if I have to go, I have to go,

Joshua Wilson: yeah. I do know there's a saying my, my biggest fear is one day going to heaven and meeting the man I could have been, right? 

And as we look through our life and measure our life's decisions, our yeses and our nos, one of the things that I've heard is people will regret the decisions they didn.

Make. So how do you know as you're looking at a decision, a yes or a no? Like how do you weigh then what you should say? No. 'cause I think that the fear of missing out of something is good, but there's sometimes that no is important. Walk us through your thoughts on that. 

Joe Giglio: First of all, that's a hard one 'cause I usually don't say no.

And that was the, 

Joshua Wilson: could I have five bucks? No, I'm just kidding. I was gonna asking you for some money if you 

Joe Giglio: need it. 

Joshua Wilson: No, I'm good man. I'm good. Thank you. 

Joe Giglio: So how do you weigh way when to say no? 

Joshua Wilson: Yeah, 

Joe Giglio: I think when it doesn't fit into my priority system. 

Joshua Wilson: Faith, family, friends, community, travel. Those are your core values.

Your core, yeah. Your core thoughts. 

Joe Giglio: Faith, family, friends, and community. 

Joshua Wilson: Yeah. 

Joe Giglio: And so yeah. Also when I've made a prior commitment, we never better deal people. In other words, my wife and I get invited to a lot of things and I know that I should, let's say yes to going to my grandson's basketball game.

But if four months ago we made an agreement to go to an event I don't change that. We have first come, first serve calendars. And so I think the only thing that would alter that is so that'll require me to say no to an event I might otherwise really wanna say yes to. 

Joshua Wilson: Yeah. 

Joe Giglio: If I have a conflict where representing one client that's already a client will interfere with.

The potential representation of a new client, albeit a perhaps much more lucrative client, I have to say no. 

To the much more lucrative client, because ethics and morals and just right thinking requires me to say no to the new person who's asking me to help. 

Jude David: I know it's hard to turn down something for your grandkids.

You, I don't know if I've seen a grandfather who likes his grandkids more than Joe. Is it 15 of 'em, Joe? 

Joe Giglio: 15. 

Jude David: 15 grandkids. What a beautiful family and all beautiful in their family life and in their faith. And, how did you make all that happen? It must have been Debbie, 

Joe Giglio: It must have been Debbie.

I, my wife Debbie. We've been married 52 years. And I will tell you that I think our marriage and love and excitement is deeper than it was when we were on our honeymoon. I really mean that. And I'm gonna tell you that our kids, we batten a thousand. We have a lawyer, a doctor, CPA, who's the executive vice president of a huge firm here in Lafayette.

And a a professional medical pharmaceutical salesman who's married to a businesswoman. And we have a diabetic counselor who counsels in the diabetic field. And so we have professional kids. Their spouses are equally. Abel starting from the top, we have a lawyer, campus minister, Lance Strother and receiver coach.

Yeah. And outstanding missionary. We have a another lawyer who's a partner with my oldest son in the firm they have together. And then we have the businesswoman I mentioned, and then we have finally a real estate professional and contractor. So we have those things going that's in the secular world, but in the faith life world, they're all practicing Catholics and they're raising their kids that way.

And they're just good people. I think. I think anybody would say that. I don't think Jude was saying that just 'cause I'm sitting right here. It's true. And all our grandchildren, they're healthy. We are so fortunate. They, they are, it's a beautiful family that we have. And I credit Debbie 'cause she was the mother who worked harder than I ever did.

I'd keep long hours or I'd do those things that are required in the practice of law where it's not an eight to five job. But Debbie was always there to take care of the children, make sure they were where they were supposed to be, and and that they did what they were supposed to do. Collectively we had some rules.

If they wanted some money to buy a book or to pay for something that was productive, the answer was always, yes, we'd find the money, we'd borrow it if we had to, but if they wanted some change pocket change, 10 bucks or whatever to go hang out at the mall, I'm sorry, but that's just not what we're gonna let you do.

And they had their experiences growing up. The same type of experiences I had when I was that age that they might not have been so proud if they, if mom and dad had known what they were doing, but we'd find out about it eventually. Maybe 

Jude David: mom and dad did know and just let it slide.

Joe Giglio: There you go. And so they came out well. And that's thank the good lord and Debbie 

Joshua Wilson: man. Shout out to Debbie, huh? 

Joe Giglio: Yes, sir. 

Joshua Wilson: When when we, when you started talking about Debbie, 52 years of marriage, you started to get choked up a little bit, I noticed. And we do have some tissues over there if you need it, but the, what is your fondest memory?

You've got a sharp memory. I have three kids and I forget all their names, man. You got kids and grandkids and in-laws and all this stuff. You got a lot of people, but you have a very sharp memory. What's your fondest memory of you? And Debbie, 

Joe Giglio: if you think I have a good memory, you ought to meet Debbie.

And that's one reason I behave. My fondest memory. Wow, there's a lot of them. I'll give you a recent one, 

Joshua Wilson: please, 

Joe Giglio: but there's so many on the list. She had a knee surgery about two and a half months ago. And, I realized vividly that I'd have to help her the first couple of three weeks, not only going to physical therapy, but doing things around the house that usually she would've done.

But her motion and her ability and her strength came back so quickly. I'm here to tell you, she didn't really miss that much. We were at Charlie G's restaurant the Sunday, after the Tuesday she had the surgery. So how many days is that? Five days. 

I asked them we regular customers, so they accommodated me.

I asked him for a table in the, on Sunday nights, the partially unused part of the restaurant, but still right there near the kitchen so that we could, under the tablecloth, she could rest her leg on a chair 

Joshua Wilson: that's sweet 

Joe Giglio: up here vertically. And we had a great dinner together and I thought. She's strong and she's always fun.

And willing to help the children, the grandchildren and me, which I need, and them feelings mutual. So my fondest memories go back to having the children. She she was she was a wonderful mother is a wonderful mother, but as having the children she did it. That's the woman's part is the hard part.

Joshua Wilson: In your career, right? You've been in law for a while. You've seen a lot of evolutions when it comes to the future of law. Deal making, especially in the world of deal makers. This is the Deal podcast. Where do you see the future heading in the legal field?

Joe Giglio: That's a good question. 'Cause it could take off in different directions. I believe in the legal field, the lawyer who listens and accommodates the business people that he represents 

Within the bounds of the law and ethics. The lawyer who listens and molds his thinking to fit.

The needs of the deal will succeed. The lawyer who's a technocrat and who's smart enough to know more than anybody else in the room is not gonna get very far. Because businessmen are way too smart for that kind of activity. I like to listen to get to know the people and then work hard to make the deal work for their best interest.

I like to tell my younger colleagues that I have one rule only in the practice of law, that is do what's in the best interest of the client if it's legal, moral, and ethical. To do what's in the best interest of the client, you have to understand the client. What are they trying to accomplish, and then.

Look for a legal, moral and ethical way to accomplish that. 

Jude David: Joe and I are Catholics, so we don't believe in marriage, divorce, but unfortunately we do believe in business divorce. And, I've been across the aisle from Joe and some business divorces, and we've called in Joe to help with some business divorces.

You see it a lot in the deal world. One business owner wants to sell, the other business owner wants to stay. They've got, complete difference of opinion or just. People have grown to hate each other and they haven't figured out how to separate from each other. They just hate each other.

And it can be just as contentious as marriage divorces. You hear all the stories from divorce lawyers, but business divorce can be just as hard. Joe you've carved out a niche in human psychology on, on, what motivates people. How did you get into that and how did you develop that over time?

Being able to, see what people are thinking and what they need in order to reach a resolution. 

Joe Giglio: It, it comes through experience and seeing historically how deals go the wrong way or companies fail because of certain decisions that were not well thought out. So you were gonna.

Asking me about the legal field and how it relates and how it's changed. I think I'm a better forecaster now than I was when I first got outta school because one deal that Jude and I worked on together there were shall we say opposing interests among the shareholders. And I would speak with the shareholders sometimes together, sometimes one-on-one and say listen, if y'all don't agree, you certainly have the right not to agree on this aspect.

But then do you realize that will spoil the opportunity to do. X, Y, and Z because you can't do that X, Y, and Z without first agreeing to A, B, and C. And so I would ask them questions that some would say or wildly off the subject of the business, but sometimes that's what you have to do. What led to this?

Why do you want to say no to your partner? He's done this to me so many times. That's, yeah. That's okay. That's a given. He irks you to no end. But can you bring yourselves together to make an agreement just long enough so that you achieve the better Good for the both of you? Or do you do the guy.

S do you do that dog in ESOP's Fable? I don't know if Jude's Yeah. Heard this one. But you know the one I'm talking about, the dog with a bone in his mouth and he's like, all dogs hungry and maybe a little bit greedy. And he looks down at the pond below and it's a calm day. He can see his clear reflection.

And what does he see? A dog with a bone in his mouth. And he says, I'm gonna get that second bone. 

And so he reaches down and what it, what happens? He drops, it loses he drops the one that he already had. So sometimes you have to bring people to the realization that based on experience, I know that what's gonna happen is probably this.

And not to mention the fortune. You'll spend in attorney's fees fighting all that out. You'll lose the deal. So sometimes that re reality has to be addressed in multis shareholder companies. 

Jude David: Most lawyers will tell you not to say that part because how do you collect legal fees if you advise people in advance?

Joe Giglio: And that's where the technicians might collect some fees, but they don't observe the single rule that I observe. What is in the best interest of the client. And sometimes what might be in the best interest of the client from an experienced lawyer's point of view is not what they think is in their best interest.

So I just ask 'em to explain, why do you not want to do this? Okay. Why do you wanna do that? 

Recently we had a company with one shareholder who had quit or fired depending on who you ask. He and he was. Suing the rest of them for 18 different wrongs that he alleged existed. What do you, and the answer was we didn't do anything wrong.

We don't owe him a dime. Yeah, but how much money do you wanna spend to prove your right? And I said, at the end of the day, the judge might not be as smart as we are. And so who knows how the case can come out? So sometimes you have to make the decisions based on objective reality with, and try to do it without emotion.

Jude David: Boy, those clients only see one side of the story too. They don't teach you that in law school, that you'll have all these new clients come into your office and describe this set of facts to you where you go, oh gosh, this is a slam dunk. If there ever was such a thing, we're gonna go win this thing in court.

And then you start doing discovery and you realize, oh wait. No, there's a lot of gray here. 

Joe Giglio: It's so true. And it happens that the individual might take 3, 6, 8 months to realize that it might have been a mistake to think that it was a slam dunk. It might still be in his mind, justice for him to win.

But that doesn't mean it's a slam dunk. And then even if it's a slam dunk, look how much we spent to try to prove that we're right. 

So we look at all of those factors in trying to advise people along the way, and that's in the litigation field. But in the transactional field, the business that Jude has a business brokerage you're not gonna make your money in the courtroom.

You start that as a given. You want to make your money by making a deal come together. So you have to work with the other side. The, jude's representing the seller. We'll wanna work with the seller to make the buyer understand why there are certain things that are of necessity for the deal.

There's certain things we can give and take on. Let's talk. And nothing works better than in-person meetings. It works better than a thousand emails and 500 text messages. No. Get in the room together and work it out. 

Jude David: Yeah. You have to have lawyers who understand the efficiency of getting a deal done.

'cause time kills all deals. It's a truism and you hear it all the time, but. I always say there's about 90 days of goodwill between buyer and seller in a transaction, and everybody's hunky dory and happy to do a deal together. And you get to day 91, 92, and people start to ask, does that other guy have my interest at heart, or is he just, looking out for the money or looking out for the investment?

You get to day 120, suddenly people don't like each other anymore, 

Joe Giglio: and you can shorten that timeline by in-person meetings or if you have to do teams or FaceTime or whatever so that you can make a decision. So buyer and seller can make a decision real quick after a little back and forth discussion, make a decision whether they trust the other side, because if trust is broken, then.

Forget it, it's not gonna work. 

Jude David: You just gotta get everybody back on the same side of the table. That's what happens when the deal closes. When you're in the deal process, you're naturally working against each other. One guy's on that side of the table and you're negotiating. But whenever the deal gets done, everybody gets to sit on the same side of the table and row together.

And it's just a matter of how do we, figure out all the issues and, put parameters around 'em, try to mitigate those risks and get it all done. 

Joshua Wilson: You mentioned asaps Fables. Another one of his fables that I enjoy his stories is there's a frog who swims across the river and a scorpion ask him for a ride.

And he goes, I promise I won't sting you. I promise I won't do this. And the, he takes him across the river and at the end of the thing, he stings him. And he goes, why would you do that? He goes, 'cause I'm a scorpion. So 

Jude David: it was in my nature. 

Joshua Wilson: It was in my nature. It's right. So as attorneys, you get to see business partnerships or relationships, and then you come across some scorpions, right?

Where you get to see, it's just in the, their nature. Or they might not have goodwill. They might not have good in their heart. They might be on a vendetta or a rampage. 

Jude David: Lawyers call Scorpions paydays because we work out these really great deals and everything's hunky dory. And then they just go sting somebody again.

And I guess we're back at it. Back at it, 

Joe Giglio: yeah. 

Joshua Wilson: How do you deal with that when you're, working with a client and maybe their old business partner is a scorpion. How do you work with that? 'cause there's a book that called, it's called Never Split the Difference, right?

And their idea on negotiations is never split the difference, but like, how do you do a negotiation? How do you negotiate with the scorpion? 

Joe Giglio: I read that book. It was written by 

Jude David: Chris Doubles 

Joe Giglio: And he was a former hostage negotiator. 

Joshua Wilson: Yes, sir. 

Joe Giglio: And he took the principles of hostage negotiation to the deal table.

So how do you deal with that? First of all, I have a axiom or postulate, I believe that people who are trustworthy, people whom you can trust. I tend to trust other people. If I'm across the table from somebody who doesn't trust anybody around him, and he's always pounding the table demanding proof that may be something, think it was President John F.

Kennedy said, trust but verify. But if there's no trust at all to begin with, that's probably an individual who himself may not be trustworthy. So that's a judgment you have to make at the very beginning is his person trustworthy? Now the frog trusted the scorpion, and you see what happened. 

So the axiom doesn't work all the time.

Joshua Wilson: Yeah. 

Joe Giglio: So a lawyer is, who remember it by nature, is almost always risk averse. In other words, if there's a risk to be taken. The businessman needs to be the one to take the risk, not the lawyer. The lawyer needs to give his best advice. So how do you deal with the the scorpion? I would tell the client, Hey Joe over there, he's a scorpion by reputation.

And the client's gonna say, yeah, I'm beginning to feel that way. I said there might still be an opportunity for a deal here. Let's not let's not antagonize him. Let's instead look for the verification to prove up what might otherwise have been gained from a trusting. Relationship. So if we can't trust somebody, we still might be able to make the best of it.

And you know how the various ways to do that. Jude knows 'em better than I do. Due diligence, you have to do that anyway. 

The due diligence, the audit trails the verification of the inventory checking title to make sure the seller has the title to the land that he says he has, things like that.

So you, you do that, you normally do that on the tail end. So I hate to say it, but it, the best deal would be the one where, the guy is trustworthy, but just for safety, you have a lawyer who's willing to presume that he just might be a scorpion.

Jude David: Oh yeah. So the best lawyers don't make those decisions for you.

They help you to know the risks, help you to understand those risks so that you can make the right decision with them. And there, there are plenty of lawyers out in the world who are deal killers. They like to impose their judgment into the transaction. Guys like Joe know, no, this may still be worth it for the client, even if it seems like a bad risk.

We do deals, there, there's something called arbitrage whenever you do a transaction. And let's say a strategic company that's worth eight times earnings buys a smaller company that's worth three times earnings. They know that they're more than doubling their money on the closing day.

And so a lawyer might look at that deal and say, Hey, there's a $500,000 risk here, some potential lawsuit or whatever the case may be. And he presents that risk to the client as though it's a deal killer. And the client might say, we're gonna make $50 million on this deal. No we're not stopping 'cause of that.

And it's really good to have someone who can understand the risks and really spell 'em out for you, but also help you to still get a deal done. And that's where really good lawyers come in. 

Joe Giglio: And that's where I tell. Colleagues, that your clients are always smarter than you because it's their case.

And listen to this, I had a case, I was called in about six days before the trial. They were using another lawyer and they wanted me to handle the trial. And I said did y'all watch The Godfather? When Caroni told Luca Bracy, you should have come to me sooner. 

I said, you should have come to me sooner, but let me look at it and I'll tell you.

So I decided to take the case and so I'm preparing, it's coming up quick. We're having a trial next week and I go to the client and I said, I've read everything. And we've met with the judge. He's told us his tentative decision. It's a split the baby decision. Maybe you ought to settle. I think the other side is willing to settle for that.

And the issue was access to a little postage stamp piece of property that my client owned on a major corner 

Here in Lafayette. And the larger landowner all had him surrounded didn't want to grant access. And so I talked to the client and I said maybe ought to consider settling, take half a loaf.

And he said, no, Joe, I wanna go to trial. And I said, okay, can you get share with me your thinking? And he said, if I lose and you've told me I'm probably gonna lose if I lose, I'll still own that postage stamp piece of property and he's still gonna want it.

Joshua Wilson: And if he wins and he gets what he wants, 

Joe Giglio: that's right.

Joshua Wilson: Win or lose, he wins. 

Joe Giglio: Guess what happened? 

Joshua Wilson: He won. 

Joe Giglio: He made it. He lost The judge decided the case exactly like the judge had told us in his chambers 

Before the trial started and the judge decided it that way. I say he lost he, the judge gave us half a loaf.

Joshua Wilson: Yeah. 

Joe Giglio: So I consider that not a win. In any event, the two parties negotiated after the trial and the coroner piece was purchased. That's what the big boy really wanted from the beginning was to achieve something that got that little piece of property as part of his map. 

Joshua Wilson: Yeah. 

Joe Giglio: If you will. And it was really interesting.

That's when I learned, that was probably 30 years ago, and that's when it was made crystal clear to me that your client is smarter. My clients are smarter than I am in their field. I'm there as an advisor to them and to help them mold their decision and to use my experience to give them his based on historical facts, I'm able to give him a forecast of what might happen.

Joshua Wilson: It's such a good point for the advisors of the world out there, right? Our job is to advise, say this is what we think might be best. Hear them try to understand their take, but at the end of the day, they're smarter in their field of business and sometimes we impose our thinking into their decision making process.

And I think we could, as advisors, we have to remain humble where we might be wrong, and not to push too hard. As a experienced attorney, how do you know when to push hard? And how do you know when to go? Alright. You know the risk, you know the thing, you make your decision 

Joe Giglio: Maybe push hard or ask a tough question.

How about 'em representing one of two shareholders, let's say? 

Joshua Wilson: Yeah. 

Joe Giglio: And they just can't come to terms on how one's gonna buy the other out or whether they're gonna sell out to a third party. And my client, let's say, is sitting in my office and said, but Joe, I built this company. 

I'm the one who goes to work.

He just goes to the health club and works out all the time. I did this, I did that. I deserve to be able to do what I want to do to decide. He says, I did all of this and he's, it's all about that. And I ask him sometimes as politely as I can. And your point is, in other words, your scoundrel partner who doesn't work a lick.

He's still a 50% shareholder. You gave him the stock or you sold him the stock. You're in a, you're in a bad way right now, and the argument between you all over who's working harder is not gonna advance the ball. It is a problem. It's got to stop. That's why you have to sell to a third party, or one side needs to buy the other out.

And so you, you need to start isolating the issues and they're based on experience. I can say, if you don't sell or if you don't buy him out, or he doesn't buy you out, then what's your future gonna be like? You'll reach a stalemate. The company might have to be liquidated to resolve the differences. And usually they become realistic.

Oh, is that how it works? Yeah, that's how it works. Why don't you all get together just long enough to start developing in your minds what value you want to achieve? Okay, so the guy who's thinks he's works as hard, look, you can achieve that by, you can achieve some recompense for all of your hard work by not only selling the company, but obviously it's you who the buyer is gonna want to retain going forward.

So let's worry less about the price for the current moment. Let's think about your compensation going forward because you're gonna be the lifeblood of 

Joshua Wilson: this business 

Joe Giglio: to this subsidiary they're trying to buy. Okay? And so we can look, we can adjust things like that. And, we do it honestly and in a forth right way.

The other 50% shareholder might not like to see Joe's client advantaged with a great big consulting contract for post-closing. But it's all disclosed and it has to be discussed and he'll have to agree on his side, what do you want to do? Eventually the company's going to go down the tubes if you two guys keep fighting like this.

So the, and it's just a perspective that you can give the clients. 'cause some of them have never been through that before 

Joshua Wilson: for sure.

Jude David: Really interesting thing when it comes to business divorces I'm sure regular divorces too. In a normal lawsuit, everybody's looking to get out for the best outcome for themselves.

And if I'm suing somebody, I'm trying to get the most money. If I'm defending a lawsuit, I'm trying to pay the least in a business divorce. It's very often I want the other guy to get less. And it is completely different psychology, as long as my deal is better than the one that he got, then I'm gonna be happy at the end of the day.

The only problem is both of them need to feel like they walked away. The big winner with the other guy losing. And it's a particular challenge. 

Joe Giglio: It's a challenge. 

Jude David: I've seen Joe navigate it pretty well though. If you can figure out what motivates, what makes each of them tick.

Maybe they value something different than what the other guy did. May maybe they can feel like, they got the win, the other guy got the loss. 

Joe Giglio: The most satisfying, one of the most satisfying pieces of my practice has been the mediations that I have handled. Now that is where both sides, or maybe sometimes it's three or four sides to the case.

They all have their unique perspectives and I get to speak with each one and I get to mold a deal that might work for them. And they don't walk away with a deal unless they all. Agree to what the mediator has proposed. And that is very satisfying because you find out real quickly that sometimes people have been making their strategic decisions 

In how to negotiate or litigate. They're making their decisions based on faulty information. I remember one case a judge appointed me as a mediator for a succession dispute where the deceased was owner of let's say 12 different rental properties and a personal residence. So 13 properties, and the most aggressive negotiator in the bunch thought that she should get four particular properties, A, B, C, D, and, but there's 13 properties.

They're not divisible in kind. Do you realize that if you all cannot come to an agreement, the properties will be sold at sheriff's sale. And you may or may not be able to buy the four that you really want. You might get outbid. She said, I didn't realize that. I said, okay, let's break it down.

So they eventually decided that it was worthwhile staying until eight that evening for us to write up an agreement that divided the properties in a logical way. The typical corporate scenario, if they can't agree to sell to a third person or the one side can't agree to buy the other out, can they divide the company assets?

Can they do something? That changes the dynamic so that their life is miserable and they're fighting each other. 

Joshua Wilson: That's so good. So there's a phrase in I think I'm gonna get this right. It's called a standoff Mexican standoff and a business. Is it Mexican standoff? You name Texas 

Jude David: Shootout.

Joshua Wilson: Texas Shootout, both south of the United States, right? So 

Jude David: one of my first lawsuits ever was against Mr. Joe Giglio over a Texas shootout. Okay. 

Joe Giglio: I might need to be reminded about that one. 

Joshua Wilson: Jude, what is a Texas shootout in a business business? 

Jude David: Arrangement. 

Joe Giglio: Oh, I remember that one. 

Jude David: Yeah. It's a contractual agreement.

Usually it's in an operating agreement for an LLC or a shareholder's agreement in a corporation where the parties agree that if they ever come to loggerheads and, one of them just needs out of the business you can make an offer to your partner for a certain price, for their equity, and they have the opportunity to either accept your offer and sell to you or turn it around and sell and buy your.

Equity for the same terms. And so it puts the offer in the position that they better make a fair offer or else it'll be turned around on them. It also has risks too if one of the partners has a lot more cash and the other one has a lot less, there's, a challenge of leverage there.

So you always have to be careful entering that kind of agreement. But it can be a really interesting set of circumstances too. 

Joe Giglio: I think Jude's alluding to the case where his client had a lot more money than my client. Is that the one 

Jude David: that might be the one, the cash king? He has the cash 

Joe Giglio: is king, but it still keeps everybody honest.

Yeah, for 

Jude David: sure. 

Joe Giglio: The side making the offer better have made it as a fair offer because he just might get bought out or sold out. And then there were provisions, as I recall, for increasing, like if I offer to buy and he doesn't like the price. He can offer to buy or he can decline and then the price goes up.

There's all kind of bells and whistles Yeah. That you can put into a Texas shootout. 

Jude David: It's not always cash too. Sometimes you'll put, it can be paid over five years and, at a low interest rate or something. That way it evens out, the two parties. 

Joshua Wilson: Yeah. It's it's super fascinating.

Two, two more things that are gonna we're almost outta time. Super grateful for yours. Time is the most valuable thing that you could give to someone. And we're grateful that you've given your time to us here, Joe. 

Joe Giglio: Thank you Al, you all. 

Joshua Wilson: And also to the, the future deal makers. I just might have to share the story later on.

But there's a, one of our, one of our previous guests has a question for you. 

Joe Giglio: Okay. 

Joshua Wilson: We haven't read this yet. This is from Walter who came on earlier, hid, he says, do you have a plan for succession for your family business or your, legacy plan for your life? What does that look like? 

Joe Giglio: Yes.

Two things. I have law practice and personal law practice. It's to continue to mentor and work with the young folks who actually allow me the flexibility and pleasure of doing things later in life that I couldn't have done earlier in life. They want me to stay. I tell 'em, yeah, but you're gonna have to do most of the work.

And Jude knows how that operates at our firm, and I'm lucky, fortunate to be with the firm that allows me to tailor my practice to the priorities that I told you about earlier. Okay. Personally, we have a typical estate plan that was written up by one of my partners Julie Chauvin, who is a estate planner Supreme.

And she I've written a will and a have done what I need to do so that in the event I get called by the Lord things shall be handled by my children. And and I hope that doesn't happen anytime soon, but we've. We're prepared for that. I might also give a shout out on the litigation side.

I, I work a great deal with Michael is issue, who's one of the smartest, hardest working young lawyers that I know. And on the transactional side, I work with one of your deal podcast guests of a previous interview CJ Miller. 

Joshua Wilson: Oh, yeah. 

Joe Giglio: CJ is one of the smartest young lawyers and hardworking, just, so the three that I deal with the most in our firm here in Lafayette are those three.

I named Julie, Michael, and cj and I credit them with my continued excitement about practicing law because they're pleasures to deal with. 

Joshua Wilson: And you are a pleasure to communicate and have this conversation with today. Fellow deal makers, as always, reach out to our guests, say thank you. Their contact information will be in the show notes.

For future deal makers we really wanna hear from you. What questions do you have about the world of deal making that we could share with our guests? We'll write down these questions and ask them live in the interview. A lot of fun having these conversations with these guests. If you have a recommendation for a guest please send that over to the deal podcast.com.

If you just go to the top, there's a contact page. But I hope you guys are great and I hope this is inspiring to the future deal makers, and we'll talk to you all on the next episode. Cheers, guys. Bye.