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Avoiding Pitfalls When Giving Business and Legal Advice for Corporate Attorneys

Learn how to determine if a lawyer-client relationship exists and if that relationship triggers legal and ethical obligations.

"Who is your client?" The answer is seldom simple and is even more complex when representing an organizational client. An organization is a legal entity that acts solely through its officers, directors, employees, shareholders, and other constituents. The answer is crucial, however, to determine whether a lawyer-client relationship exists. And the creation of that relationship triggers legal and ethical obligations that the lawyer owes to the client on such critical matters as confidentiality and conflicts of interest. This course will provide answers to this difficult question and will help you avoid the pitfalls associated with giving business and legal advice to an organizational client.

63 minutes
Course Exam
Certificate of Completion
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Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Introduction/Summary

Who Is Your Client?

  • Organizational Clients Are Legal Entities That Can Only Act Through Their Constituents
  • Check Your Engagement Letter and Make Sure You Clearly Identify the Client
  • Be Careful Not to Create an Implied Attorney-Client Relationship
  • When Speaking to Individuals, Consider the Purpose of the Advice

Avoiding and Addressing Conflicts

  • Make Sure the Organization's Constituents Know Who the Client Is
  • Refrain From Advising Constituents Personally About Their Interests in the Company
  • Rules of Professional Conduct Related to Retention by an Organization
    • Rules 1.7, 1.13 and Comments
  • Lawyer Employed by or Retained by an Organization Represents the Organization Through Its Constituents
  • Must Determine When and If the Organization's Interests Are Adverse to Constituents
  • Lawyer May Also Represent Directors, Officers, Employees, Members, Shareholders, or Other Constituents Provided Certain Consent Is Provided and the Conflict Is Not Prohibited

Prohibited Conflicts

  • Directly Adverse
  • Representing Both Sides of a Transaction

Obligations to Individuals

  • No Duty to Constituents Based Solely on Their Status as Directors, Officers, or Shareholders
  • In Cases of Uncertainty, Inform the Client's Constituents That You Represent the Organization Only and, If Appropriate, Advise Them to Obtain Independent Counsel

Attorney-Client Privilege

  • Common Interest Doctrine
  • Privilege Versus Confidentiality

Questions and Answers

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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on July 18, 2022.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.0 including Ethics 0.5
     
  • Alaska attorneys may receive 1.0 hours of continuing legal education, including 0.50 hours of ethics credit for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.1 including Ethics 0.8
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours' credit, including 0.8 hours of ethics credit.
     
  • AR CLE 1.0
     
  • This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.0 including Ethics 0
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona, including 0.00 hours of professional responsibility.
     
  • CA MCLE 1.0 including Ethics 0.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit, of which includes 0.50 hours of ethics credit.
     
  • CT CLE 1.0 including Ethics 0.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s) including 0.50 hour(s) of ethics credit.
     
  • FL CLE 1.5 including Business Litigation 1; Ethics 1
     
  • This course has been approved by The Florida Bar for 1.5 hours of CLE credit, including 1.00 hours of ethics credit. This course has been approved by The Florida Bar Certification Plan in the areas of Business Litigation for 1.00 hour. Course classification: Intermediate level.
     
  • GA CLE 1.0 including Ethics 0.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours, including 0.5 ethics hours.
     
  • HI CLE 1.0
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
     
  • ND CLE 1.0 including Ethics 0.75
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit, including 0.75 hours of ethics credit.
     
  • NH MCLE 1.1 including Ethics 0.8
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for 63 minutes of ethics credit.
     
  • NJ CLE 1.3
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
     
  • NM CLE 1.0 including Ethics 0.7
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit, including 0.7 hours of ethics credit.
     
  • NV CLE 1.0 including Ethics 0.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours, including 0.50 hours of ethics credit.
     
  • NY CLE 1.0 including Ethics and Professionalism 0.5; Areas of Professional Practice 0.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Ethics and Professionalism for 0.50 hours and Areas of Professional Practice for 0.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for credit for established attorneys only. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.0 including Ethics 0.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours including 0.50 hours of ethics, professionalism or substance abuse CLE credit.
     
  • RI CLE 1.0 including Ethics 0.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit, including 0.50 hours of ethics credit.
     
  • VT CLE 1.0 including Ethics 0.75
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit including credit(s). Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WI CLE 1.0
     
  • This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 1.3 including Ethics 0.9
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours, including 0.9 hours of ethics credit.
     
  • NALA 1.05
     
  • This program is applicable for continuing legal assistant education credit. Please check with your accrediting board to see if this course will qualify towards your recertification requirements. Program Length: 1.05 hour(s).
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • AK CLE 1.0 including Ethics 1
     
  • Arizona CLE 1.0 including Ethics 1
     
  • CA MCLE 1.0 including Ethics 1
     
  • CT CLE 1.0 including Ethics 1
     
  • HI CLE 1.0 including Ethics 1
     
  • NJ CLE 1.3 including Ethics 1.3
     
  • NM CLE 1.0 including Ethics 1
     
  • NY CLE 1.0 including Ethics and Professionalism 0.5; Areas of Professional Practice 0.5
     
  • VT CLE 1.0
     
  • WA CLE 1.0 including Ethics 1
     
  • WV MCLE 1.3
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

David Sanders

David Sanders

The Patterson Law Firm, LLC

  • Member of The Patterson Law Firm, LLC
  • Clients contact him when they need a litigator; he assists businesses and individuals in cases pending in court, arbitration, and administrative agencies, and has tried cases before juries and arbitrators, with a focus on business lawsuits, contract litigation, shareholder disputes (business divorces), cryptocurrency disputes, and professional negligence cases
  • Licensed to practice in Washington State and Illinois; in addition, he is licensed to practice before the Seventh Circuit Court of Appeals, as well as the United States District Court for the Northern District of Illinois, the United States District Court for the Central District of Illinois, the United States District Court for the Western District of Washington, and the United States District Court for the Eastern District of Washington
  • Graduate, Northwestern University Pritzker School of Law; B.A. degree in political science, cum laude, University of Washington
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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 407060
Published 2022
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