Simple is Complicated

Everybody likes things to be simple. I know I do. But I’m part of a profession that is

often accused of willfully complicating things. Sometimes that accusation has merit. But

sometimes lawyers make things complicated because they have to be . . . if they’re going to be

simple.

Let me explain.

Odds are pretty good that if you are reading this, you have operated a smartphone or

driven a car with an automatic transmission. These are both fairly simple to operate. But both

are only simple because the engineering inside is tremendously complicated.

Legal agreements work the same way. I often see people go into business with each

other who want to keep their agreements simple. “We trust each other, so let’s just keep it

simple” they say. The business prospers and with growth comes new challenges and

opportunities. The business may need to expand, bring on more owners, or raise additional

capital. How are these handled? Who has the authority to decide? I’m continually surprised at

how often companies stall just when they are getting successful because the owners can’t agree

on how to proceed. Many times they can’t move forward precisely because they did not want to

“complicate” things by thinking through the inevitable changes a growing company faces.

Other times a company struggles and fails to launch or one of the owners wants to move

on. Unfortunately, this happens more than we would like. A company that works through what

happens when the business dissolves may at least be able to get its principals out cleanly and on

speaking terms with each other. Sadly, a “simple” company may go out in a blaze of litigation

and broken relationships. Complicated isn’t always best, but leaving things “simple” can end up

being complicated.