Michael L. Jamieson - Inside the Minds: The Corporate Lawyer: Corporate Chairs From Dewey Ballantine, Holland & Knight, Wolf Block & More on Successful Strategies for Business Law

The role of a corporate lawyer may be extremely varied depending upon the needs of the client, the purpose or purposes for which the corporate lawyer is retained, the applicable circumstances, the expectations and needs of a client and the corporate lawyers personal views of the role and responsibility of the lawyer both as a general matter and as a corporate lawyer. The principal aspects of the role in general terms include advising the client, implementing the business objectives of the client, protecting the interests of the client, limiting risk to the client, providing general and transactional business advice, negotiating business and documentation issues, and drafting relevant documentation. These general statements regarding such a role are discussed in additional detail below.

Advising the client. Advising a client will vary considerably depending upon the role or mandate of the lawyer and the nature of the clients needs, but in the broadest sense includes providing views, suggestions, commentary and ideas regarding a matter or an issue. This may involve analyzing the risks, problems and strategy of achieving objectives, particularly the clients objectives while limiting the level of risk to the client. The role may vary considerably depending upon the knowledge and skills possessed by the client. Thus, certain clients may require very little business advice regarding some or all issues and in structuring solutions to issues and problems, while others may require a great deal. The needs of a specific client may vary depending upon the clients familiarity with a specific matter. For example, the client may be very familiar with certain types of matters and transactions and very inexperienced in others. Certain clients may have little awareness of the relevant legal issues, while others may be very familiar with some and unfamiliar with others; some may be very familiar with the legal issues relevant to that client. Thus, the extent and nature of the advice both requested and needed may be very different. This will influence the nature of advice the corporate lawyer should provide the client.

At times, the corporate lawyer may act as much in the capacity of a business advisor as a lawyer. The corporate lawyer should focus on business issues that affect the client and bring relevant business developments and the lawyers previous experiences relating to client matters and issues to the clients attention. In addition, as appropriate, the corporate lawyer advises the client regarding business questions raised by the client. The lawyer may also identify business opportunities or assist the client in developing or taking advantage of existing business opportunities or situations. For example, the lawyer may help the client find or establish a new customer relationship, find a supplier on favorable terms, or find financing through other clients or other legal and business dealings the lawyer has.

Implementing Business Objectives. To implement the clients business objectives, the lawyer must understand the clients business, short and long term goals, financial position, and the importance of the issue or matter to the client in terms of financial, business strategy and other objectives. The lawyer should understand the clients priorities in all these respects, what the client considers non-negotiable, and the degree to which the client may concede on a particular issue, which may be critical as part of the negotiation process, particularly in terms of the overall relationship of issues and objectives in a specific matter and even in connection with a series of related or even unrelated matters. The lawyer should also be able to recognize the difference between a business issue and a legal issue, since generally the client will not and often should not rely as much on the lawyer to be instrumental in the analysis or resolution of what are primarily business issues or decisions. The lawyer should be able to set out alternatives that will permit the client to achieve its goals while not compromising its priorities. The alternatives should be presented in terms of achieving a specific objective and also in terms of their relationship to achieving other objectives and issues on both a short-term and long-term basis.