I Understand Why People Hate Lawyers

I've been in the legal world for 17+ years. I've closed more than five hundred deals. I've also been the client. I sat in-house as General Counsel at a venture-backed company, and I paid the invoices. That's the part most lawyers never experience, and it changed how I practice permanently.

So let me say the quiet thing out loud. When people tell me they hate lawyers, I don't get defensive. I nod. Because I know exactly what they're describing, and they're usually right.

They're describing the lawyer who spends four hours on a provision that will never be triggered, in a deal where the real risk is sitting somewhere else entirely, untouched. Perfect drafting of the wrong thing. The client pays for precision aimed in a useless direction.

They're describing the lawyer who answers a simple question with a memo. You asked whether you can sign the letter of intent. You got nine pages on the enforceability of non-binding terms, with footnotes. You still don't know whether you can sign it.

They're describing the lawyer who won't say yes and won't say no. Everything is "it depends" and "there's some risk here." Of course there's risk. You're a business owner. You live in risk. What you needed was someone to tell you whether this particular risk is the kind you take or the kind you walk away from, and no one will just say it.

They're describing the rabbit hole. Some obscure issue catches the lawyer's interest, and suddenly three associates are researching a question that has nothing to do with whether this deal closes. Nobody asked for that. Everybody pays for it.

They're describing the delay dressed up as thoroughness. Two weeks of silence, then a comment set that reopens points the parties settled a month ago. Momentum is a real asset in a transaction, and lawyers destroy it casually, without ever appearing on the invoice as the reason the deal died.

And they're describing the bill. Not the amount, exactly. The mystery. Sixteen hundred dollars for something you can't identify, in a block of text written to be unreadable.

None of this is because lawyers are bad people. It's because the incentives are built that way. Hourly billing rewards thoroughness whether or not thoroughness helps you. Firm structures reward staffing a matter heavily. And most fundamentally, the career risk of missing something is enormous, while the career risk of wasting your client's money is basically zero. Miss something and it follows you for years. Over-bill and it gets written off. So everyone is too careful, about everything, all the time, and the client absorbs it.

Here's how I practice instead.

I lead with the answer. If you ask me whether you should sign, I tell you yes or no in the first sentence, and then I tell you why. If I genuinely can't answer yet, I tell you what I need in order to answer, and when you'll have it.

I triage before I draft. Every deal has two or three points that actually matter: usually the indemnity package, the working capital mechanic, and whichever consent or contingency can blow the thing up. I spend my time there. On the rest, I take market terms and move on, and I'll tell you plainly that's what I'm doing.

I take a position. You're hiring judgment, not a list of considerations. My job is to figure out how much risk you're actually willing to carry, and then I draft to that number. Not to mine, and not to the most nervous client I've ever had. When I think a term is off-market, I say it's off-market. When I think you're overthinking something, I say that too, even though it's a shorter conversation and a smaller bill.

I protect the deal's momentum. Closing has a rhythm, and it's fragile. I'd rather send you a clean turn in forty-eight hours than a perfect one in two weeks, because the second one might arrive at a deal that no longer exists.

And I price so you're not afraid to call me. I quote a scope and an estimate before I start, and I tell you when something is about to push past it. You know the shape of it going in. The worst outcome in this business is a client sitting on a question because they're scared of what asking costs.

The thing clients actually want from a lawyer is not more law. It's less uncertainty. Every hour I spend that doesn't reduce your uncertainty is an hour I've taken from you.

So yes, I understand why people hate lawyers. I've watched it up close from both chairs. That's why I'm building my firm to be the other thing.

If you're buying or selling a business, tell me what you're working on.

About the Author: Ian R. Cohen is the founder of IRC Legal, a boutique law firm on Long Island offering strategic M&A counsel and fractional General Counsel services. 17+ years of experience. 500+ closed transactions. $3B+ in aggregate deal value. He came up through Schulte Roth & Zabel and BakerHostetler, served as in-house General Counsel of a venture-backed company that later became PE-backed through nine-figure financings and a public-market process, and built IRC Legal around direct, senior-level deal execution.