Cyril Shroff uses a memorable comparison for transactions. Signing is the wedding; implementation is the marriage. The signing photograph, congratulatory messages and closing dinner may create the impression that the hard part is over. For many joint ventures, mergers, demergers and strategic investments, the longer test begins the next morning.
Transaction teams naturally focus on getting documents signed. Deadlines are public, negotiations are intense and everyone can see the finish line. Yet a contract has to survive people, systems and events that were not sitting in the drafting room. A joint venture may face a deadlock. A merger may leave two operating cultures pulling in different directions. A restructuring may depend on approvals that arrive in an uncertain order. The relationship continues long after the deal team has moved to the next mandate.
This is why good drafting should begin with the life of the arrangement, not the ceremony of execution. Lawyers need to ask how decisions will be made on an ordinary Tuesday, who controls information, what happens when targets are missed, and whether one party can frustrate the venture without technically breaching a headline obligation. Exit provisions, governance rights and escalation steps are not pessimistic additions. They are operating instructions for the days when goodwill is thin.
Shroff's distinction also exposes a common professional bias. Deal lawyers are rewarded for speed and closure, while post-closing difficulties may land with another team. That separation can make a clause look elegant at signing and clumsy in use. The better practice is to involve people who understand implementation, tax, regulation, disputes and the client's internal approval habits before the final document is frozen.
Consider a simple board-reserved-matter clause. On paper, requiring both shareholders to approve major spending sounds balanced. In practice, the business may need quick decisions during a supply shock. If the clause has no workable escalation route, balance becomes paralysis. The same problem appears when conditions precedent are drafted as a long checklist without an owner, sequence or consequence for delay.
The "marriage" also depends on the surrounding legal system. Shroff points to delays and ambiguity in dispute resolution, enforcement, schemes of arrangement and restructuring. A matter that may take six months or six years is difficult to price, finance or explain to a board. When timelines are unpredictable and accountability is weak, even carefully negotiated rights lose commercial value.
Lawyers cannot repair the entire justice system through one contract. They can, however, draft with delay in mind. That may mean precise notice mechanics, staged escalation, interim operating rules, neutral decision-makers for technical questions, realistic cure periods and records that can be produced without excavating five email archives. It may also mean telling the client that a theoretically strong right could be painfully slow to enforce.
Post-signing responsibility should be assigned with the same care as drafting. A simple obligations matrix can name the owner, date, evidence and consequence for each major commitment. Governance calendars should be agreed before the first board meeting, and commercial teams should know which events require legal notice. These steps are modest, but they turn a negotiated document into a working system and reveal problems while relationships are still capable of repair.
I am suspicious of any closing checklist that ends at signatures. The last page should trigger a second plan covering approvals, filings, governance, integration, communication and early-warning signals. A transaction becomes valuable only when the promised business can function.
Young lawyers often learn to chase the redline and celebrate the execution copy. Shroff's comparison asks them to look several years ahead. The finest clause may be the one nobody admires on signing day but everybody understands when the relationship is under strain.