Inside the Minds: The Corporate Lawyer: Corporate Chairs From Dewey Ballantine, Holland Knight, Wolf Block More on Successful Strategies for Business Law [Electronic resources] نسخه متنی

Understanding the Client

Understanding a client’s business is essential to providing outstanding legal services. Therefore, extensive research and investigation of the client’s business should be done when the lawyer is retained and it should be continually updated. To fully understand a client’s business, a primary source should be written materials relating specifically to the client’s business and more general literature relating to the industry in which the client conducts business. Financial statements and marketing materials are particularly useful. If the client is a publicly owned entity, SEC filings are especially informative. After reviewing such materials, a discussion with the client’s representatives responsible for different corporate and operating aspects of the business is important, not only to understand the specific business but also to develop a sense of relationships between the lawyer and the representatives of the client, both inside and outside the client’s organization.

Initial questions should cover organizational and administrative matters. It is important to clarify what role the client expects the lawyer to play and how the client desires the lawyer to handle those responsibilities. Other initial questions should include: How the lawyer interacts with the client; whether the lawyer is proactive or responsive to inquiries or assignments; which personnel at the client deals with the lawyer regarding specific matters; how the lawyer-client relationship is handled administratively (including direction and authorization to perform services, billing procedures, etc.).

Before entering into a new client relationship and as the first step in due diligence, the lawyer should determine (possibly through a firm database) if a conflict of interest exists between representation of the new client and that of an existing client. If other lawyers in the firm are familiar with the prospective client, requests should be made for them to pass along information regarding the prospective client. Available public information should also be reviewed. The lawyer should review carefully governmental investigations, criminal proceedings, an unsatisfactory explanation for a change of counsel, or certain types of allegations in civil litigation. The identity of current and past legal and accounting firms retained by the client is important: There can be some reliance that firms known to the lawyer have conducted due diligence, both in initiating a relationship with a client and maintaining it.

In summary, integrity, honesty, reliability and responsiveness are essential to developing and maintaining a client relationship. It is important that the client and lawyer have a full-disclosure relationship, as the lawyer cannot properly handle a problem or an issue without knowing all relevant information. This relationship takes time to develop, and the lawyer can encourage it by instilling confidence in the client that the lawyer is looking out for the client’s best interests. One of the lawyer’s most difficult tasks can be maintaining the client’s confidence when the lawyer believes legal and ethical standards may be compromised. Under these circumstances, the lawyer must assess the lawyer’s ethical obligations in respect to the client’s desires and determine if one can be accomplished without compromising the other. Though rare, there are times when the lawyer may need to withdraw from the relationship in order to maintain the integrity of the lawyer’s practice, even if the withdrawal jeopardizes the relationship of the lawyer with the client. Often in the case of withdrawal with respect to a specific matter, the client may conclude that the lawyer is not committed to the client and may prefer to terminate the overall relationship. If possible, the lawyer should explain the reason for the withdrawal in a manner consistent with the client’s interests. However, the lawyer should never permit any issue of ethical conduct inconsistent with acceptable professional standards.