Representing a client in a business, commercial or real estate transaction can get ethically complicated very quickly. There is the question of who you represent. In a closely held company, with multiple shareholders or members, this can be problematic if the officer or manager from whom you are taking instructions thinks you represent that person and not the entity. The client may offer you the opportunity to buy into a transaction, which puts your role as lawyer in tension with your role as investor. There are also substantial ethical issues involved in negotiations and whether a party on the other side of the transaction is represented by legal counsel or not. This program will provide you with a real world guide to the ethics of representing clients in business, commercial, and legal transactions.
• Representation – who is your client? The company’s board or its owners? Do they know that?
• Counter-parties – how do you negotiate on behalf of your client with unrepresented parties?
• Business with clients – can you buy into (or be given) a stake in a client’s business or a transaction?
• Serving on a client’s board of directors – how do you separate your legal role from your fiduciary obligation?
• Negotiations – how do ethics rules limit your flexibility to negotiate?
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