bottom out: To reach the lowest point, or to stop declining and begin to stabilize or recover. Example: The company’s earnings appear to have bottomed out and may recover next quarter.
sub-30%: Below the 30% threshold. Often used where crossing a percentage threshold has legal, regulatory, governance, or accounting consequences. Example: We are considering both a sub-30% structure and a sub-50% structure to avoid triggering the relevant thresholds.
jump the gun: To act too early or before the appropriate time, especially before sufficient information, approval, or authority is available. Example: We should not jump the gun by approaching the regulator before the transaction structure is finalized.
Lines crossed: Used to say that two people misunderstood each other, usually because of a communication mix-up. Example: It looks like our lines crossed. I had understood that the revised draft would be circulated after the call.
middle ground: A compromise position between two opposing or different positions. Example: We may be able to find some middle ground by giving the Buyer consultation rights without requiring its consent.
mobilize: To organize and deploy people, resources, advisers, or other support so that work can begin quickly. Example: We can mobilize our local counsel team as soon as the client confirms that it wishes to proceed.
still on the table: Still available for consideration, negotiation, or acceptance; not yet rejected or withdrawn. Example: The Buyer’s original proposal is still on the table, although we are considering an alternative structure.
walk that fine line between A and B: To carefully balance two competing considerations without going too far in either direction. Example: The drafting needs to walk that fine line between protecting the investor’s economic interests and avoiding involvement in the management of the business.
hard requirement: A requirement that is mandatory and cannot be compromised, waived, or treated merely as a preference. Example: A fixed aggregate cap of JPY 2 billion is a hard requirement for us.
global change: A change that is made consistently throughout an entire document, set of documents, system, or dataset, rather than only in one specific place. Example: We made a global change to replace “Business Day” with “Working Day” throughout the agreement.
roadblock: An issue, obstacle, or problem that prevents or materially delays progress. Example: The absence of an agreed mechanism for appointing the Certified Specialist could become a roadblock to finalizing the SPA.