“In business, you don’t get what you deserve, you get what you negotiate.” – Richard Nixon
Whether you’re a freelancer, entrepreneur, or someone applying for a new job, understanding your leverage in negotiations can swing things in your favor by getting a deal that not only benefits you but ensures sustainability and growth in your business.
If you want to learn how to negotiate business contracts, then we’re glad to bring you this episode where Porschia and Tanya Osensky will discuss the do’s and don’t when it comes to business negotiation. Tanya is a corporate attorney and fractional General Counsel. After over 20 years of working as an in-house attorney for large companies and institutions, Tanya formed Osensky Law LLC.
What you’ll learn:
- Why you need a budget for legal expenses in your business
- Importance of business negotiation
- The mindset to being a better negotiator
Quotes:
“Business negotiation is like any other skill, the more you do it, the better you become at it” – Tanya Osensky
“The worst thing in a negotiation is to be desperate.” – Tanya Osensky
As a thank you for listening to this episode of the Career 101 Podcast, we are sharing our FREE master class – Career 911: Solving the Top 5 Challenges Executives and Professionals Have! It’s a training based on solving the common problems our clients have experienced to reach their goals. You can get access to the master class here!
Episode Transcript
Porschia: [00:00:00] Today, we are talking about business negotiation 101, how to negotiate business contracts with Tanya Osinski. Tanya Osinski is a corporate attorney and fractional general counsel. After over 20 years working inside the business as an in house attorney for large companies and institutions such as Georgia Pacific and Georgia Tech, Tanya formed her own law firm in 2017 to bring her unique insights to smaller companies and entrepreneurs.
Unlike a traditional law firm, Tanya’s focus is on delivering the kind of legal support of business wants and needs, not just technically correct legal advice, but strategic problem solving with a focus on providing business value to [00:01:00] clients. Tanya has vast experience leading multidisciplinary teams to achieve important business goals.
Now, as a business owner herself, Tanya can relate to her clients and understand their challenges. Tanya has an established reputation for providing practical advice and perspectives based on her legal training and combined with over 20 years of hands on experience as a business lawyer and leader. Hi, Tanya.
Tanya: How are you today? Hey, Portia. Thank you so much for having me
Porschia: on. Absolutely. I am excited to have you with us to discuss business negotiation 101 and negotiating business contracts. But first we want to know a little bit more about you. So tell me about seven year old Tanya.
Tanya: Well, she was kind of out of it [00:02:00] for a while.
So I was born in Latvia, which is a small country that used to be occupied by the Soviet Union. And when I was seven years old, I was just, you know, living there, going to school, playing the violin. I was a pretty nerdy little kid. And, um, And then, uh, very shortly after that, uh, we, uh, immigrated to the United States and, um, and, and we’ve been living in the Atlanta area ever since.
So it’s been a while, but a seven year old me probably would not recognize the life I’m leading today, uh, given where I started. Yeah. Yeah.
Porschia: Um, so what did you want to be when you grew up?
Tanya: I had no idea, like literally no idea what I wanted to be practically until my last semester of college. Did I? That’s when I decided to go to law school.
I thought, you [00:03:00] know, legal things were very boring. I thought especially contract. extremely boring. I could not envision myself doing that even though now I’ve been doing that for the last almost 30 years and I love it. But it took me a long time to find my, my calling, if you would. But I had to go through a lot of trial and error.
But I did always know that I Yeah. Had this need to be right and to fight for my rights and those kinds of things. So I realized that law school would be kind of a good fit for me and then slowly wound my way to, to the kind of practice that I have now, which is transactional in nature. Yeah.
Porschia: Yeah. Well, that is interesting that you mentioned that you weren’t initially interested in, in contracts and all of that.
So tell us [00:04:00] about some highlights or pivotal moments in your career before you started your own business.
Tanya: So I think like the main pivots were number one when I got out of law school and I know in the past few years we’ve had a pretty good environment for people finding jobs. But when I got out of law school in 1994, we were in a recession and there were very few jobs to be had.
I had a hard time landing a job. I was kind of at that time everybody in law school were funneled towards the big law firms, and that was just never to be my, my place, and it took me a long time to find a place I eventually founded a job at Georgia Tech in their legal department, which turned out to be like the most important.
kickoff to the rest of my career because Georgia Tech it was run sort of like an in house law [00:05:00] department. The university did, does a lot of research. Um, there are a lot of contracts, licensing agreements, software agreements, all of this interesting technology development kind of stuff happening there and that I got to be a part of.
And that helped me, that helped lead me to the corporate world. After Georgia Tech, I moved into the corporate world working for big companies because I had all of that contract drafting and negotiation experience. It helped me transition to that. So I actually never worked at a law firm before I started my own firm five years ago.
Um, so that’s an unusual trajectory for an attorney.
Porschia: Yeah, it is. It is. And I really liked what you mentioned about when you graduated initially from law school. Um, and it being a recession, um, I think a lot of people can relate to that. I’m a millennial and I graduated [00:06:00] undergrad during the last. You know, 2008, 2009 recession.
And so it does, uh, kind of set you up for your career differently than, you know, people who graduate in, you know, flourishing times, I’ll say. Um, and that is so interesting about you not working in the law firms. One thing I see Tanya, um, from some of our individual clients. Who are attorneys, a lot of them actually wanna transition out of the law firm, life , and get into in-house counsel and some of those roles that you, you know, had early in your career, um, is that something that you have seen a bit?
Tanya: Yes, everybody has. The grass is always greener, you know, mental state and in some ways, um, being in house is. more advantageous than a big law firm, but in other ways, it isn’t right. Every, every [00:07:00] situation has its advantages and disadvantages. When you’re in a law firm, you are the service that the law firm is selling.
You are the most important person in that firm. It’s all about you and how much you bring in and, and, and you are treated like the superstar that you are when you are an in house lawyer. You’re just a cost center. You’re not the main reason the company exists. You’re just kind of in the way. So it’s a completely different perspective, um, growing up inside an in house law department where you are trained to be much more practical.
There are no long 50 page legal memos and legal research. Nobody wants to read that. So you start thinking much more strategically. You are much more focused on Your activities have to deliver actual value to your client, uh, versus in a law firm, you are incentivized to bill as [00:08:00] much as possible because you are bringing in the revenue.
So it’s completely different mental state.
Porschia: Yeah. Thank you for sharing that. And you’re right. Uh, the cost center versus the profit center and how, you know, with billable hours and law and accounting and consulting, you’re right. It really is about you performing in that way. Um, so Tanya, what would you say were some of your big career challenges before you started your business?
Tanya: So, I mean, it kind of goes back to what we just said about coming out. Um, into the workforce in a, in a time of recession, you start making less money from the beginning. And the challenge continues throughout your entire career. You’re always chasing more money versus the, the people who graduated and entered the workforce at a time of, you know, plentiful jobs when one.
For example, [00:09:00] like in the last few years, students were graduating and getting really nice paying jobs right from school and that sets them up to be in the higher income, uh, category for the rest of their career. So it. My strategy was to kind of move every, you know, four or five years and and raise my salary that way because I had to start very low because of the time that I left school.
So that was my challenge. I was always trying to get my. My salary level up to the equivalence of people who, who started their career at a better time and just always chasing them somehow.
Porschia: Yeah. And so it sounds like you definitely looked at your career strategically, uh, which is really important. And that’s one of the things that we talk about with our individual clients and how you decided to kind of make [00:10:00] those shifts.
Um, you know, your salary and your value to different organizations. That’s great.
Tanya: Yeah. And you also, also was thinking, you know, what do I want to be early in my career? I. Wanted to become a general counsel one day and be the head legal person in a company in a company. So starting from Georgia Tech, I knew that I had to figure out how to get into the corporate world to begin with.
So that was my next step. And then gaining that experience. And then Figuring out how to grow within those two ever higher, um, level within the organization and becoming a, becoming a leader, having people reporting to me and all of those things that would help me learn those management skills, those leadership skills so that I could advance, um, to the top level.
Porschia: Great. Great. So I want [00:11:00] to shift to a point that you made earlier. Um, you know, we know that there are a lot of areas of the law that, you know, attorneys can focus on. How did you eventually decide to focus on business
Tanya: law? It will, as I said, when I first started at Georgia Tech, that’s what their practice was, right?
That was my job. And I realized for the first time, because like before I, like I said, I was not interested in contracts and business, but I realized that I did enjoy them very much. I was good at it. I was, it was natural. Natural to me, and I loved being able to do a good job and see the difference that it made to to the people that I was working with and and have a positive effect.
So I, I realized that it was just something that I was good at and. Naturally, and I enjoyed getting better at it. I enjoyed learning more about it so that I could even, you know, [00:12:00] keep on improving my, my skills in that area. So what, as I start, as I went from place to place, I just learned every different aspects of transactions, whether it was learning sales side transactions versus procurement side versus licensing versus, you know, uh, you know, other kinds of different work.
Bye. Bye. Contracts that exist out there and and wanted to fulfill, you know, all the different areas, um, and learn how to do contracts in all different areas of law that I could get my hands on because I really enjoyed it.
Porschia: And there’s so much to learn. I mean, I think, I mean, law, obviously, I’m sure there’s a lot of idiosyncrasies with everything, but business law in itself also seems very vast.
Um, so I like how you mentioned, you know, learning the different aspects of the transactions and
Tanya: all of that. Yes. And one thing when, if you, if [00:13:00] there are lawyers who are listening to this, who are interested in this practice area, the smart thing to do is, you know, start in one kind of area and really learn it.
For example, well. I started doing software licenses and I did, you know, thousands of them. Then I moved and did other kinds of technology licenses and learned thousands of those. Then I went to telecom and learn how to do those. And, and, and the, the important thing is to understand the business part of the relationship first, the legal part.
Doesn’t change a whole lot from a deal from deal to deal, but the business relationship, why the clients want to do the deal, what drives their industry, what drives their company, what is their risk tolerance, all the important, you know, perspectives from the business side help you become better at the legal side.
[00:14:00] Because that’s the underlying reason for the contract to begin with.
Porschia: Wow. Wow. I think that’s great advice, Tanya. So after, you know, working in house and, and learning all that you can about different licenses and all of that, what made you decide to start your own law firm?
Tanya: Well, I’ve always been entrepreneurial and I, Was working inside the business kind of seeing, um, and under learning about the business processes, what it takes to be successful in business.
And it was interesting to me. And I was very lucky at the last part of my. In house career when I was working with with Georgia Pacific that I had a pretty, um, pretty high level position where I was the business lawyer for a large segment of the company and I saw all the internal business workings.
from all different directions. And it was fascinating to me. [00:15:00] And, um, and I enjoyed learning that just from the business perspective, not just the legal stuff. So, uh, when I was thinking of, uh, starting my own company, I considered, uh, starting a company that was not a law firm and, and just kind of thinking what I.
What I could bring to the market and do something else, but I nothing was perfect in my mind. All my ideas weren’t perfect. So I thought to myself, I already kind of know how to do this a little bit. So let me start doing this and see where it goes. And I’m just so enjoying Running my own firm and being in control of how I provide the services as well as learning all the business side of being a law firm.
I’m just having a great time with it. So I haven’t thought about starting a different kind of business since I did this.
Porschia: Yeah, you, you’re definitely, definitely killing it in your business. [00:16:00] One thing, Tanya, I’ve noticed, I’ve seen many of our business clients avoid, uh, legal issues for as long as possible because they are apprehensive to speak with an attorney.
Um, from your perspective, what are some of the biggest, uh, challenges you’ve seen clients have, uh, with their businesses?
Tanya: Um, that there are a few, um, challenges I see all the time. Number one is, um, I, and I totally understand trying to save money, uh, but people, like you said, are apprehensive because they assume that legal expenses are very expensive.
Legal, legal services are very expensive and they are, uh, but, and, but I will say this, um, A lot of clients that come my way, entrepreneurs and people who are starting, you know, the new companies have budgets in place for all their startup costs. They got [00:17:00] a huge marketing budget. They know that they’re to, to, to take this company and, um, and get it off the ground, there’s going to be some expenses.
Well, plan and budget for the legal expenses too, right? So there’s really no excuse if you have enough money for marketing that a small percentage of that budget couldn’t be set aside for legal expenses because what happens is the preventative law, the kind that I practice that sets up the company correctly to begin with, that establishes the good contract templates that you need for your Customers and things like that.
Those preventative types of services are not nearly as expensive as litigation costs will be when later, when you didn’t do it right to begin with, you’re going to have some kind of case or lawsuit that you have to deal and then you’ll have to hire a litigator who’s going to cost a [00:18:00] whole lot more, many, many times more.
So it’s important to plan just like you, you would have a budget for your tax accounting services. All the other boring services like legal should be part of the budget.
Porschia: Yeah. I, I love what you said about preventative law. I think that’s a great way to think about, you know, planning and budgeting for legal expenses.
Yeah.
Tanya: Oh, go ahead. Sorry. Uh, yeah. People think that, Oh, I’ve got insurance, so I’m a fine. There’s a claim I’ve got insurance for it. And what people make a mistake thinking about that the insurance is like their safety net and nothing ever, you know, will happen. I wouldn’t. Sorry. to pierce that net. And unfortunately, um, insurance companies don’t exist to pay claims.
Their whole goal is to avoid paying claims. Um, and that’s how they make money. So they’re [00:19:00] those, uh, those insurance companies are like the safety net of very last resort. Your primary safety net would be your contracts. Your legal entity set up those are things that will prevent issues and cap your liability before it even ever goes to insurance.
So the insurance is important, but don’t think of it as your savior.
Porschia: That’s a great point. Tanya. That’s a great point. Something else I see with our clients who are business owners, um, that, you know, might stress them out, uh, is the whole concept of negotiation, right? So they might think of negotiation as being, you know, scary or stressful.
Um, what do you think are some of the most important aspects of a business negotiation?
Tanya: Well, it’s like any other skill, right? The more you do it, the better you become at it. Right? So [00:20:00] just like public speaking, millions of people are terrified to death of public speaking. But once you get out there and you practice it a little bit, you just become better at it.
It’s like any other skill. So with respect to a business negotiation, and I would say it’s the same thing when you are looking for a job and you’re trying to negotiate salary and other benefits. It’s how you think of yourself and with respect to your leverage for that. Negotiation. People are afraid to negotiate because they think that the other side has more leverage in some way.
When you feel that you have more leverage, you’re not afraid because you know you’re in the stronger position. So what do you, what do you do? You need to increase your leverage. Or at least within your own mind, feel like you have other options. That, that is where leverage comes from. It’s the ability to walk [00:21:00] away.
It’s having other options where you are not so tied to this particular, uh, opportunity that it would kill you if it falls apart. And, and so, so the best way is just to build your, uh, options. If you are doing a, a job negotiation. Make sure you keep on interviewing have other opportunities that might give you offer you you will feel a lot better Negotiating a job when you have three offers on the table, right?
And it’s the same with business. I help some small business clients buy or sell a business I Recently worked on a deal where a client of mine was selling his business to a bigger corporate Entity and he was just so um Willing to concede every single point because he was crazy worried that they were going to walk away [00:22:00] and I kept telling him, I said, we’ve come this far.
They’ve invested tons of money in reviewing your business, looking at all of your, um, business information. They have a big law firm on their side. So they’re paying a huge amount of money for their legal team. And it was a team. It wasn’t just one lawyer. Um, so they’re, they’re obviously want to see this through and you need to.
You need to look for other potential buyers to have as a backup, uh, so you don’t feel this desperate. The worst thing in a negotiation is to be desperate, and um, so do everything that you can to acquire other options so that you don’t feel so desperate.
Porschia: I love that. I just wrote down the worst thing in a negotiation is to be desperate.
I think that’s a great quote, Tanya. And something else I’ve been thinking about as you’ve been talking about leverage [00:23:00] and, you know, negotiating, one word that is coming to mind for me, you know, is confidence. And I’m not an attorney, but it sounds like there’s a lot of confidence that’s really, uh, at the root of, you know, some of this mindset that you’re talking about.
Tanya: Yes. It’s all about confidence, which comes from having other options. I think that’s the underlying Underlying strength and leverage, because if you think of yourself when you go buy a car from a dealership, you’re just this one little person, the people at the dealership sell cars every day, they know how to negotiate that car better than you could possibly ever do.
But your leverage is that you can just go across the street to the other dealership at any moment. So that’s what you have to think about. You have to think about your strengths, wherever they may be. And focus on those and just kind of prepare for that negotiation coming [00:24:00] from a place of strength. I
Porschia: love it.
I love it. Um, so I know that you do a lot of transactional and contract work. Um, and you talk a bit about avoiding legal ease. Why do you think that’s important?
Tanya: Well, you know, you, everybody has seen contracts where they were clearly written by lawyers for lawyers, right? There’s, it’s full of legal jargon and sometimes even Latin phrases and just super complicated, uh, Sentences that can go on for like an entire page.
And who can read through that? I mean, this, the whole idea of a business contract is that it’s a document for the business parties to be using. So they need to be the ones. Who will be reading that contract, who will be using it, and they have to [00:25:00] understand what it says when a contract is full of legal and archaic language.
Nobody has that kind of patience or should. be required to understand these things. Um, and I will say that with one caveat, there are a few legal provisions that will commonly be in contracts that kind of have to be somewhat legalese. And I’m talking about things like indemnification and limit state limitation of liability because those Are those are just important legal concepts so you can’t 100% avoid legalese, but you can certainly minimize it.
And that’s what I try to do for my clients. Mm
Porschia: hmm. Yeah, yeah. And just in listening to you talk about legalese, Tanya, I’m thinking about the contracts that I’ve read and how some of them were easy to read for me as a lay [00:26:00] person and some of them, you know, I had to have the dictionary out, you know, Googling things to really feel like I understood it.
So I, I like your point about it. You know, for the business people to understand
Tanya: as well. And I would say if you, if a business person, uh, is on the receiving end of a contract for a business transaction, and there’s something that you don’t understand in it, please don’t sign it anyway. Right. Please ask.
So, and ask until they explain it to you in a way that you can understand it. And that’s on them. Right. And I actually have, um, Clients that I’ve seen come to me with their old contracts and they themselves don’t understand their own contracts and why would, what, what do you think helps you in your business, having a document that you don’t even understand yourself.
So, [00:27:00] even if. It costs a few hundred bucks to, uh, to have somebody explain these things to you. Um, it’s worth it.
Porschia: Yeah. Yeah. So we know that everyone should retain an experienced attorney like you, uh, but outside of that, working with an attorney, what do you think are some best practices for, uh, negotiating business contracts?
Tanya: Well, I think that there’s a different approach, so you have to come to a contract, uh, with a different approach than you would to any other kind of writing. Like, it, it, it’s not gonna be the same as reading a book or a newspaper or article or, or a blog. It has a specific structure and it’s set up differently, so you have to kind of, um, skimm over it to see what the main points are.
And, um, [00:28:00] usually what I do is take several scans before I, you know, delve really deep into a contract because they’re not set up the same way. You would never read a contract from the top to bottom as a, as like you would a book. Okay, so the structure is set up usually where different, um, provisions are kind of lumped together that relate to each other.
So the first thing I would look at is, um, kind of see where all the provisions are, scan it like in a general way. And then I hone into specific terms. The most important terms I look at are the definitions. Sometimes they can be extremely interesting in how different terms are defined within the contract.
Then the next thing I look for would be like the term and the termination provisions. How long does this contract going to last? How do I get out of [00:29:00] it? Uh, what do I have to, what, what what would happen to me if the other party wants to get out of it? So those are extremely important. And then you look at the scope.
To me, the scope is the most important part of the contract. This is where one party says what they’re going to do and what the other side has to do. Who does what, how, when, how much is it going to cost, payment terms, all of those kind of commercial clauses. So that’s the meat. Of the contract. And then I look at the legal stuff, the warranties, the indemnities, the boilerplate, all of those things are last on the list.
And that’s where probably you will have some questions and you should ask and make sure you understand everything before you sign.
Porschia: I love it. I love it. Looking at the definitions, the term and termination provisions, the [00:30:00] scope, and then kind of getting to the legal stuff. Um, I’m, I’m surprised that, uh, as an attorney, you think about it that way too.
I guess I just assumed that attorneys zero in on the legal stuff first. So thank you for sharing that with me. One thing that I also thought about as you were talking about how we contracts are broken up, um, we as a company, we’re getting into some government contracting, so federal contracting and, um, state contracting and, and whatnot.
And so I’m reading a lot of proposals and submitting proposals, and that is. pretty much the same way that I look at a proposal. I go to certain sections first and then look at it that way. Um, great. So that, that was kind of the connection for me. Do you kind of look at a lot of like proposals and things like that?
Um, with your clients?
Tanya: Um, I do some, but, uh, when I used to work [00:31:00] for the state of Georgia, I was in charge of, um, the procurement for all of it for the state. So I did a lot of proposals and worked on all of that kind of stuff. And so I’m very familiar with that. And I think with respect to government contracting, a lot of Uh, companies who want to be a contractor make the mistake of thinking that, well, this is what they say.
Here are the terms. So I have no power to negotiate any of it. And they’re not, they’re not correct. I was, uh, the person in the, at least at the state government level who negotiated a lot of those things. I, there are some things that are not negotiable, but that’s very, very few things. So, um, there are certain tricks of the trade when you do government contracting.
Um, that’s a whole other podcast portion. [00:32:00]
Porschia: Yeah. Yeah. The red lines and all of that. Well, it’s, it’s great. So people, um, in, in Georgia also know that. You know, in addition to the other areas of the business that you have some specialties in procurement and all of that. That’s great to know, Tanya. That’s great to know.
Yeah. Um, so tell us more about your firm,
Tanya: Ozynski Law. So I advise clients on starting a new business. I have a fair amount of clients who are just starting out their startups. They want to form a new legal entity. I help them with the formation process as well as getting those agreements between the founders.
So as long as you have more than one person who’s the owner of a company, you really, really should have an agreement that talks about um, how you’re going to operate the company together. And it’s very important to, to get those things agreed [00:33:00] upon. Um, because you’d want to do that while you’re still, you know, liking each other, not wait until, until there’s a disagreement because then you’ll never agree on anything.
And I see that all the time, by the company with my brother or my best friend. And we, you know, love each other. We’re never going to have any issues. Sorry, but those issues are even worse. It’s, it’s much more painful, uh, when you have a business with a family, uh, member or a friend and have no agreement together, uh, because you can’t, like, stop having Thanksgiving with these people.
So, it’s much more important to get an agreement done. When, when that’s the case, the other part of my practice, I do some, uh, mergers and acquisitions work, which is buying and selling businesses. So whether somebody wants to [00:34:00] buy a small business or someone’s ready to move on and they want to sell a business, I can help with that transaction.
And then any other kind of in between contract that people do, whether it’s Transcription by CastingWords Contract templates for their clients or suppliers, or they want to do some kind of distribution deal or any other kind of business relationship that needs to be documented in a contract. So that’s 100% contracts.
Porschia: Great. Great. And it’s what every business needs. So, um, that is, you know, definitely foundational, I think for everyone, uh, we’ll be providing a link to your website and other social channels, uh, in our show notes so people can find you. Thank you. Uh, but what is the best way for someone to get in touch with you, Tanya?
Tanya: Um, just email me or give me a call. Um, I’m also fairly active on LinkedIn, so please connect with me on LinkedIn so you can [00:35:00] see my little posts and get to know me a little bit better and then reach out any, any kind of way I’ll respond to any, anything.
Porschia: Right. Great. And yes, Tanya is amazing with LinkedIn.
Uh, she’s got great information, great case studies in her post, so I recommend that you follow her on LinkedIn. Um, and so my last question for you, Tanya, we on this podcast talk about helping our clients when it comes to getting an edge. So how do you think that executives or professionals can get a positive edge, uh, when it comes to their business negotiation?
Um,
Tanya: I guess aside from having the leverage that I discussed earlier, I think having an edge means relaxing into it. You know, negotiation is a process. It’s a back and [00:36:00] forth. If you come into a negotiation with your, uh, the most bottom line deal from the beginning, you’re going to be very disappointed. Okay.
You have to approach a negotiation with the understanding that there has to be a back and forth. So it’s expected and a good idea to start with your best potential deal and kind of give But back and forth concessions don’t give up concessions with the other side is not giving up concessions and just kind of make it into a back and forth conversation and kind of a game that has to be played a certain way.
Um, and so, so that you’re not just, you know, giving up everything while the other parties not.
Porschia: Mm hmm. I love it. I love it. Be flexible, but also look at if they are making concessions, right? Yeah. Well, Tanya, you’ve shared a lot of, uh, tips and insights with [00:37:00] us today. I’m sure that our listeners can use it to be more confident in their business negotiation.
Uh, we appreciate you being with us.
Tanya: Thank you so much for having me. I love talking with you, Portia. Great.
