Dealing with your corporate lawyer

As a business, I am sure that you have a corporate lawyer and if you don’t, you should get one.  Now.  This is not intended to be a solicitation of business by me or my fellow lawyers at Goodfellow & Schuettlaw. I am saying this because the value that a good corporate lawyer can provide you in your business is priceless when looked at in the long run. The proper legal advice can prevent you from having to declare bankruptcy, being sued, and having personal liability for your business dealings. It could also help you maximize tax savings while minimizing liability, amongst many other things.

Corporate lawyers deal with internal governance and matters outside of your corporation. If you are a sole shareholder and director of your business, internal matters are largely academic. But if you have “partners” (term being used loosely) in your business, your corporate lawyer will help craft protection mechanisms should you and your partners find yourselves at odds. It is important to put these matters to bed early in your relationship with your partners so that you can settle eventualities while you are still getting along.

With respect to matters outside of your corporation, your corporate lawyer will review your third-party agreements, be they leases, financings, joint ventures, acquisitions, employment agreements (the list goes on and on) and provide you with legal advice regarding the terms of those agreements. Ultimately, it will be your business decision as to whether you are going to take on a risk—it is your lawyer’s job to advise you on the risk. In terms of analysis, when reviewing third party contracts what I look for outside of the normal terms are two things: the economics of the transaction and how the transaction may fetter my client’s discretion going forward. For example, if I know a client is trying to expand their restaurant business, I will counsel them against entering into a lease where the landlord imposes a prohibition of competition from the leased space in a certain area.

Hopefully, as you can tell from this article, in my opinion, your relationship with your business lawyer is very important to your business success (there is a saying that every business needs to have an accountant, a banker and a lawyer in its back pocket, for a reason). A business making an emergency call to an unknown lawyer is difficult for both sides: you should already have an established relationship before the emergency arises. You should have a lawyer on board that has a bird’s eye view of your business and can dive in to help at the relevant moment.

The fundamentals of your relationship with your lawyer, at the risk of being trite, is trust and communication. I find some clients are afraid to pick up the phone and ask their lawyer a question either because their ego does not allow it or they do not want to be charged for the service being provided. If your business is valued by a law firm, and your relationship is the way it should be, your lawyer should not charge you for picking u