attorney checklist to determine who is the client in a start-up business

Who is the client when a lawyer representes a corporation?

Aug 10, 2018 · The next step is to call a lawyer who can help make that happen. We’ve put together a checklist of topics you should prepare for to make sure you cover all your bases in your first meeting with a lawyer. Business overview: Plan to provide the lawyer with an overview of your business, including a summary of the personnel, physical space (s ...

What are the steps in establishing the attorney-client relationship?

Jan 01, 2004 · Recognizing that possibility, Rule 1.18 defines a pro­spective client as “a person who discusses with a lawyer the possibility of forming a client-lawyer relationship.”. The comment to the ...

How do you identify a corporate client?

Mar 28, 2018 · Whatever your typical turnaround time, inform your phone-answering team so they can keep callers in the know. A timeline can give clients and prospects a sense of security. Waiting for a return call “by 5 p.m. tomorrow” is preferable to waiting for a return call at an indeterminate time. 3. Set reasonable expectations.

What should I ask a small business attorney at my first meeting?

Use this checklist to ensure that you are taking all the major steps to successfully establish the attorney-client relationship or decline representation. o Have receptionist or staff member complete initial section of Consultation Form. o Have staff member do initial conflicts check, making any judgment calls yourself.

Confusion Greatest in Small Businesses

As we discussed in two earlier articles in NYPRR, the application of the entity principle of representation to questions of ethics makes a great deal of sense when the entity involved is a large company of the Fortune-500 type.

Courts Hostile to Suits By Constituents

Consistently, the New York courts have dismissed a shareholder malpractice action on the ground that for “a wrong against a corporation a shareholder has no individual cause of action, though he loses the value of his investment or incurs personal liability in an effort to maintain the solvency of the corporation.” [ See, e.g., Schaeffer v.

How to Avoid Confusion

What steps should a lawyer take to lessen the likelihood that a court will find that an attorney-client relationship exists between the lawyer and a shareholder or partner who initially retains the lawyer to form a business entity, or who asks the lawyer to represent the business on a continuing basis? The engagement letter and the lawyer’s bills and statements are the obvious places to start.

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What is a prospective client?

Recognizing that possibility, Rule 1.18 defines a pro­spective client as “a person who discusses with a lawyer the possibility of forming a client-lawyer relationship.”. The comment to the rule clarifies that a person who communicates unilaterally with a lawyer must have a “reasonable expectation that the lawyer is willing to discuss ...

What is the role of a lawyer in a client relationship?

jurisdictions is that the creation of a lawyer-client relationship entitles the client to the full pano­ply of pro­tections under professional conduct rules. Chief among these are the lawyer’s obligations to represent the client competently, to protect the confidentiality of all information relating to the representation and to avoid impermissible conflicts of interest.

What is Rule 1.18?

As for conflicts of interest, Rule 1.18 imposes duties on the lawyer that offer substantial protection to the pro­spective client. Unlike the approach that Rule 1.9 takes toward duties to former clients, however, Rule 1.18 provides greater flexibility for the lawyer. For example, a lawyer who had discussions with a pro­spective client is ...

What would the SEC require lawyers to do?

Proposed SEC rules would require lawyers to make an immediate “noisy withdrawal” representing a public corporation when corporate officials do not appropriately address reported material violations. This change would raise additional conflicts issues. Nearly as problematic is an alternative proposal that would require the lawyer to withdraw and the corporation (but not the lawyer) to disclose the withdrawal.

What is the conflict of interest rule?

As for conflicts of interest, Rule 1.18 imposes duties on the lawyer that offer substantial protection to the pro­spective client. Unlike the approach that Rule 1.9 takes toward duties to former clients, however, Rule 1.18 provides greater flexibility for the lawyer. For example, a lawyer who had discussions with a pro­spective client is disqualified from a subsequent represen­tation that is adverse to the prospective client only when “the lawyer received information from the prospective client that could be significantly harmful to the person in the matter.”

What to do when you can't speak to someone?

When you can’t speak to someone during their initial call, aim to follow up quickly — the same day, if possible. Whatever your typical turnaround time, inform your phone-answering team so they can keep callers in the know. A timeline can give clients and prospects a sense of security.

Is it good to use email templates?

When you find yourself covering the same topics over and over with clients, email templates may be a good solution. If you can set aside time to write a collection of templates, great; if not, just save the next email you write addressing a common topic and tweak it for future recipients. No more time wasted searching for the perfect words to write what you’ve written countless times before!

What is an attorney-client relationship?

The establishment of the attorney-client relationship involves two elements: a person seeks advice or assistance from an attorney; and the attorney appears to give, agrees to give or gives the advice or assistance. If the client reason- ably believes that there is an attorney-client relationship, then the lawyer has professional obligations to that client. Further, lawyers also have certain professional obligations to non-clients, including former clients (see La. Rule of Prof. Conduct 1.9) and prospective clients who ultimately do not retain the lawyer (see La. Rule of Prof. Conduct 1.18) Therefore, it is essential that both attorney and client understand whether the attorney-client relationship exists.

What does the client understand?

the client understands what additional actions on her part are necessary to handle the matter. (additional documentation, last attempt before suit to come to terms with opposing party, etc.); the client understands that you cannot guarantee a particular result; you understand exactly what it is that the client wants you to do.

What is an initial interview?

Interview. The initial interview is not just a way for the prospective client to determine whether to hire you. It’s also your opportunity to decide whether you have a conflict of interest and cannot represent the client, whether you want to represent the client, and whether you have the competence to do so.

What is the importance of communication in an attorney?

Communication is key to a positive attorney-client relationship. Ideally, communication with the client should not be set out separately as a discrete task; it should be a part of every action you take. However, so many attorneys have difficulty with this aspect of representation that it is worth reviewing.

Should you avoid demanding clients?

As a rule, you should avoid inordinately demanding clients, untruthful clients, those with unreasonable expectations, uncontrollable clients, and clients with a personal vendetta. Also, clients who “lawyer shop” or have previously been represented by multiple attorneys in the same or a similar matter may be difficult to control or please.

What is included in an engagement letter?

The engagement letter may also include useful provisions such as the client’s consent to electronic or cloud storage of file materials and authorization to communicate with the client via email. The fee arrangement should be put in writing and either made part of that engagement letter or attached to it.

Why is it important to meet with a small business attorney?

Meeting with a small business attorney is an important way to get your business off to a good start and minimize future risks. Here are questions to ask at your first meeting. New entrepreneurs have their hands full, making plans, developing products and services, and lining up financing.

What to do before starting a small business?

Before starting a small business, you must decide how your business will be structured. If you do not form a formal business entity, your business will either be a sole proprietorship (with one owner) or a general partnership (with more than one owner). Legally, you and your business will be the same “person,” so if your business has debts ...

What does a business lawyer do?

A business lawyer can explain how to start a business and answer your business law questions. But more importantly, a lawyer can identify the risks you face and help you minimize them. When you meet with your lawyer for the first time, it’s a good idea to have some questions in mind.

What happens if you don't form a business entity?

If you do not form a formal business entity, your business will either be a sole proprietorship (with one owner) or a general partnership (with more than one owner). Legally, you and your business will be the same “person,” so if your business has debts or is sued, you are personally liable for those obligations.

What is a limited partnership?

Other options include a limited partnership, in which some partners are fully liable for business obligations, and others are not, and a nonprofit corporation.

Do small businesses have trademarks?

All small businesses potentially have trademarks that they use to identify the business and distinguish it from others. Your business name, logo, labels, slogans, and packaging can all be trademarks, but you must take steps to protect them. You may decide to register a trademark with the U.S. Patent and Trademark Office.

How does a contract protect a business?

Contracts protect your business by describing the rights and responsibilities of the parties to the agreement. A well-written contract can reduce the number of disputes that arise, ensure that you get paid for the work you do, and provide a clear remedy if one party doesn’t hold up its end of the deal.

What is client assessment?

The client interview assessment is all about your face-to-face customer service skills under the watchful gaze of the professional conduct rules. You are expected to conduct an interview with a ‘client’ in order to obtain and convey the information required without stepping outside of what you know or can do.

Do you need to do a conflict check?

Conflicts. If it is an initial interview, it may be that you will need to do conflict checks before you proceed to act for the client. This should have been done before you meet for the first time but it might be that information hasn’t yet been provided to you.

Confusion Greatest in Small Businesses

• As we discussed in two earlier articles in NYPRR, the application of the entity principle of representation to questions of ethics makes a great deal of sense when the entity involved is a large company of the Fortune-500 type. In theory, the more the management and ownership of a business are separate and independent from its constituents, and the...

See more on newyorklegalethics.com

Courts Hostile to Suits by Constituents

How to Avoid Confusion

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• The number of lawyers over the years who have attempted to re-brand themselves as startup lawyers – meaning corporate lawyers with a heavy specialization in emerging technology and venture capital – has gone up significantly. Law has numerous specialties and subspecialties, much like healthcare, and you want to ensure that, if you’re building an ea...

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Are They Sufficiently Experienced (Senior level)?

Do They Have Access to Other Specialist Lawyers That You’Ll Need?

Is Their Infrastructure / Cost Structure Right-Sized For What You’Re Building?

Are They Not “Captive” to Investors You’Re Likely to Raise Money from?

Finally, Do They “Not Suck”?