28. If managed properly meetings can really drive forward the process. Badly managed meetings will however quickly make the entire process deteriorate into an expensive, time consuming war of attrition with a potentially fatal loss of confidence in the project. A successful meeting will have the following ingredients:
• an agreed agenda which has been circulated well in advance;
• a chairman who will drive forward the agenda and keep time, if necessary parking issues of variance to be dealt with later in the process;
• the right people from all parties in attendance;
• a "hymn sheet" of the IPT's position on key issues on the agenda;
• access to (but not necessarily attendance from) people who can offer support at key points (for instance it may be sensible to have the IPT's financial modeller available to test assumptions);
• the right documentation and facilities available;
• a scribe who will faithfully record action points and agreements in principle and who can read back (see paragraph 31) key points at various stages;
• a sensible end time that allows all parties to de-brief and plan for the next day/step.
29. The implication of paragraph 28 is that, initially and throughout the process, the IPT will be having a certain amount of "meetings about meetings". This is normal. In fact, if your IPT is not having "meetings about meetings" it could be indicative that the process is not being managed either at all or (more likely) is being dictated by the preferred bidder and its lenders. In order to make best use of meetings it is therefore clear that the IPT must be absolutely crystal clear regarding all outstanding issues - this serves to re-emphasise the importance of preparation. Whilst the IPT cannot impose its will dictatorially on the other parties it should be able to set out clearly its expectations of:
• what meetings will be required;
• when they will take place;
• where they will take place;
• how long they will last;
• who it expects to attend;
• what outcomes are intended; and
• when additional meetings can be discussed.
30. For each key commercial issue on the master outstanding issues list the IPT should prepare a "hymn sheet" which sets out:
• the most acceptable outcome of the negotiation to the Authority;
• the least acceptable outcome of the negotiation to the Authority;
• the preferred bidder's position;
• possible common ground; and
• other issues that need to be considered in the same negotiation.
It is common for lenders' and consortium members' boards to require (from their advisers) a detailed breakdown on the Authority's position on key commercial issues as negotiations develop and for this to be regularly updated. The IPT needs to cover similar ground and the "hymn sheet" approach is a sensible way of so doing. It becomes absolutely essential to have a formal negotiation strategy on these lines after the "first pass" has occurred and the final phase of negotiations begins in earnest. At that point linkages between issues come very sharply into focus - for instance, limitations on liability cannot be discussed in isolation from insurance, indemnities, termination, compensation and sole remedy. The IPT must have a "hymn sheet" that covers all such linked issues and be prepared to analyse how movement on one issue might impact on another.
31. The ability to break-out of a meeting should be valued and used appropriately. In situations where positions are becoming polarised it is often crucial to step back and take stock of the key drivers on either side. The problem may well be an entrenched adviser (on either side) or that a problem is being inadequately articulated and therefore misunderstood by either party. If you do find yourself in such a position the best course of action is to call a temporary halt to proceedings so that you can probe where your own side is going, assess whether this accords with your "hymn sheet", attempt to "step into the shoes" of the other side to better understand their stance, regroup and continue. Another aid to overcoming obstacles in meetings is to have one person on either side taking a detailed note (on the Authority side this can often be done by a junior or trainee solicitor from the legal adviser team). If a key point or action is agreed it is often sensible to ask the scribe to read out there and then what they have recorded to ensure that as much certainty is achieved as possible.
32. Drafting however must not be done in meetings. Invariably, drafting undertaken during a meeting needs to be revisited and further amplified as the implications of what has been agreed on one point become understood in the context of the rest of the deal. That said, it is possible for drafting to be turned around relatively quickly if the lawyers concerned have access to the right support. It can be extremely helpful (both in keeping momentum and maintaining confidence) if following a meeting which has been closed at a sensible hour the Authority's lawyers can spend some time in the evening producing further wording and, crucially, a mark-up of the previous draft showing changes. This is more difficult to do if the meetings are being held at an Authority venue that is not sufficiently equipped to accommodate such work and which does not, for example, have software that can generate accurate mark-ups.