There’s a lot of information out there. Deals can be very complex. What may look good for one company may be bad for another. That’s why it’s so critical you get independent advice. You need somebody in your corner. We as attorneys are used to dispelling independent advice. That’s our job. It starts with a conflict check, where we make sure we can represent that client and that our interest of our other clients isn’t going against the needs of our client.… Read the rest
You know, the word conflict check rolls off a lawyer’s tongue very easily. It’s something we’re used to doing. Essentially, the way our attorney ethics rules are written is we’re only allowed to work with one client in a particular deal if their interests are out of alignment with another client. We can work together with two clients if their interests are aligned and the clients know that we’re working with both of them, but in most cases, we have a tension between parties.… Read the rest
In today’s blog, we will address conflict of interest in a joint representation.
If you and your business partner still plan on hiring the services of one lawyer, you will be pleased to know that the existence of a conflict of interest does not necessarily disqualify a lawyer from representing more than one client in the same transaction. But it is something that needs to be addressed by considering all the facts and circumstances.
# 1 The lawyer needs to determine whether a conflict of interest exists and, if so, whether it can be waived by the clients’ informed consent.… Read the rest
Is it appropriate to have one lawyer document a joint venture (or multiple owner companies) on behalf of the proposed business owners (two or more people)? A number of considerations come into play. All parties involved should weigh and understand these.
#1 Legality
In Texas, if both parties knowingly consent, attorney ethics rules permit an attorney to take on such a role.
#2 Efficiency
Timewise and coastwise, there is certainly an efficiency to having all parties meet with the lawyer, put their agreement together, and move to completion without involving multiple lawyers and the ensuing conference calls, discussions and scheduling issues.… Read the rest
In our previous blog post titled “Is My Company’s Lawyer Also My Lawyer?” we talked about an attorney-client relationship in the context of an LLC business divorce case. In that case, Yun, one of the two business partners, refused to produce certain documents in her possession during discovery, claiming attorney-client privilege. For a party to assert this privilege, however, there must be an attorney-client relationship, which arises when someone contacts an attorney for the purpose of obtaining legal advice. The court found that Yun’s use of her personal email address to communicate with the attorney about the legal work to be done for the company, and the attorney’s belief that he represented Yun as an individual, were not sufficient to establish an attorney-client relationship.… Read the rest
What do good records look like? My law firm is primarily a transactional law firm. We work with clients on putting together deals or transactions, and documenting them. We will discuss points related to a transactional matter.
#1 Start by looking at your historical records. What shape are your historical records in? Have you gone through and made sure that everything is correct? All pieces are there? All relevant documents are there? You’d be surprised how much attorney time is spent cleaning up historical records.… Read the rest
In our previous blog post titled Is My Company’s Lawyer Also My Lawyer?, we talked about attorney-client relationship in the context of an LLC business divorce case. In that case, Yun, one of the two business partners, refused to produce certain documents in her possession during discovery, claiming attorney-client privilege. For a party to asset this privilege, however, there must be an attorney-client relationship, which arises when someone contacts an attorney in his or her capacity as an attorney for the purpose of obtaining legal advice. … Read the rest
I recently read a blog article suggesting that person selling their business SHOULD NOT involve a lawyer in the process. I replied to the original blog, and since then the original blog was updated. Here is the updated version:
Planning Your Liquidity Event: Four Groups to Consult with Prior to Selling Your Business
I found this advice shocking! As a lawyer I take the contrarian view to the article.
While you typically don’t want a lawyer leading the sale of your business, you do want a lawyer keeping an eye on things. … Read the rest
All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.
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