The Court Of Public Opinion

Corporate law has a long history in the United States dating back to Alexander Hamilton and Thomas Jefferson when the government of our then evolving country was being centralized. With the country growing, it became apparent that decisions were needed pertaining to power within states, citizen involvement, public affairs, and so on. The challenge at that time was that Hamilton strongly believed there should be a central government or industrialized nation. However, Jefferson had a different idea, believing an agrarian nation would work best.

When the Federal Constitution was established in the late 18th century, it had no mention of corporations. During this time, most corporations were actually British chartered institutions or those associated with education. However, over the years, financial institutions, colleges, and other new types of corporate entities formed. With no laws in place, states had to fend for themselves, making the best decisions possible, although not consistent among each other. A pivotal moment occurred when a college brought forward a lawsuit to have the right to recognize itself along with the ability to terminate professors. John Marshall, a private lawyer spearheaded the case. This particular case among others helped solidify the need and validity of attorney services.

While a number of other similar lawsuits were filed during the early part of the 19th century, it was during the Industrial Revolution when things really began to change. This era brought with it new ideologies, techniques, and inventions. To protect the rights of these innovations, the need for corporate attorneys rose. Another major change occurred during the Civil War in which manufacturing practices exploded. Again, to protect this massive growth along with the people in power within the corporations, lawyers were kept very busy. The railroad and the significant impact upon transportation and its continuing advances also furthered the need for complex legal support.

In the new and growing world, attorneys enjoyed a position of respect and power. The country was founded by men of law and until the 20th century the profession was honored. Legal professionals were seen as valuable experts.

In todays world, the nations leaders are still by and large men and women of law. However, the public enjoys a love/hate relationship with attorneys viewing them as a necessary evil. What has changed?

In the 18th and 19th century legal disputes were largely confined to business issues. People did not routinely sue one another for personal loss, injury or even divorce. As the law became more accessible to the public at large, the caliber of professionals also changed. Divorce attorneys became reviled for winning large settlements, personal injury lawyers were labeled ambulance chasers and unethical attorneys assisted in black market adoptions. Unfortunately, the entire legal profession suffered from guilt by association. Billing practices may have also led to the negative perception of attorneys. Hourly billing did not appropriately show clients value but instead set them up to question being on the clock for every phone call and letter written. Being billed by the hour put the client in an adversarial position rather than one of mutual partnership further degrading the view of the legal profession.

Although corporate attorneys do not have as bad of a reputation as trial lawyers do, they too have their battles. In house counsel is often seen as a hindrance to business rather than a partner in the business. Sales teams view the Legal Department as obstructions to closing a deal and even Executives sometimes believe that they must outsmart Legal in order to grow the business.

However, Legal does not have to be the enemy! When you consider standard business needs such as negotiations, contracts, pricing structures, and risk management combined with the new challenges brought on by the internet, such as internet fraud, identity theft, and email scams, it is easy to understand the demand and necessity of corporate attorneys. In addition to these business challenges, the law itself continues to change. Bankruptcy is an example. Two years ago, filing for bankruptcy was relatively easy but today, new laws have made this practice difficult. Corporate attorneys must stay abreast of all changes, which can be overwhelming.

Legal counsel does not exist to prevent business but to contribute to growing the business. By making Legal a partner rather than an adversary, you can increase the organizations opportunities and aggressively drive the business forward. You may even find yourself doing lunch with a lawyer, off the clock of course!

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How can you tell when youve outgrown your legal counsel? The following questions may help you decide if you need to make changes on your legal team. There are basically two types of business lawyers, litigation lawyers and transactional lawyers. Litigation lawyers specialize in handling lawsuits and courtroom proceedings, while transactional lawyers handle contracts and other general business matters. Youll want to hire a litigation lawyer if youre involved in a lawsuit or criminal proceeding. Otherwise, a transactional lawyer can probably handle all your business needs.
-What services do you feel you need that you arent getting now from your present legal counsel?
-Has the nature of your legal work changed recently where your current legal team can no longer meet the needs of your business?
-Has the volume of your legal work increased (or decreased) where you need a bigger (or smaller) team?
-Has the legal work become more complicated where it requires specialized knowledge or skills?
-Have you recently automated your systems and your current counsel is still doing things the old fashioned way?
-Does your current attorney seem overwhelmed with the amount of legal work youre generating?
-Has the relationship broken down for personal reasons or a personality conflict?
-Do you feel that youre not getting good value for your money? What areas do you have specific complaints about?
-Do you always have to chase staff down to try and get answers to your questions?
-Is your current attorney always late in getting paperwork and reports to you on time?
-Do the costs youre being charged seem excessive?
-Is your current counsel short-staffed?
-Do you seem to spend a lot of time managing the legal staff and dealing with their problems?
-Is your current legal counsel too busy to take your calls?
Once you determine that a new legal team is the right decision for you, here are a few pointers for hiring the right attorney for your business:
-Look for a law firm that specializes in the expertise youre looking for
-Ask for references from other clients
-Ask about potential conflicts of interest with other clients
-Set appropriate terms for the engagement
-Estimate engagement costs before deciding on hiring a specific firm
-Specify which lawyers you want assigned to your case, and pay only for those lawyers you pre-approve
-Require a full description of conferences between lawyers and the matters discussed
-Require that a designated partner review and sign-off on all invoices
-Designate who will take and review depositions
-How will photocopying be handled?
-Explain your budget for fees and costs beforehand
-Insist on periodic, timely billing
-Establish milestones for engagement and budget review
-Communicate your expectations clearly so there are no misunderstandings
-Establish a maximum fee for the engagement and stick to it
and finally, be a good client! The relationship with your legal team should be a collaborative partnership. To ensure quality results, be sure that you are clearly communicating with your legal team. Dont keep them in the dark about changes in your business strategy or tactics and do immediately communicate when you have questions or concerns about their work. Choosing a legal team is hard work and well worth the effort to nurture the relationship once it is established.

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How can you tell when youve outgrown your legal counsel? The following questions may help you decide if you need to make changes on your legal team. There are basically two types of business lawyers, litigation lawyers and transactional lawyers. Litigation lawyers specialize in handling lawsuits and courtroom proceedings, while transactional lawyers handle contracts and other general business matters. Youll want to hire a litigation lawyer if youre involved in a lawsuit or criminal proceeding. Otherwise, a transactional lawyer can probably handle all your business needs.
-What services do you feel you need that you arent getting now from your present legal counsel?
-Has the nature of your legal work changed recently where your current legal team can no longer meet the needs of your business?
-Has the volume of your legal work increased (or decreased) where you need a bigger (or smaller) team?
-Has the legal work become more complicated where it requires specialized knowledge or skills?
-Have you recently automated your systems and your current counsel is still doing things the old fashioned way?
-Does your current attorney seem overwhelmed with the amount of legal work youre generating?
-Has the relationship broken down for personal reasons or a personality conflict?
-Do you feel that youre not getting good value for your money? What areas do you have specific complaints about?
-Do you always have to chase staff down to try and get answers to your questions?
-Is your current attorney always late in getting paperwork and reports to you on time?
-Do the costs youre being charged seem excessive?
-Is your current counsel short-staffed?
-Do you seem to spend a lot of time managing the legal staff and dealing with their problems?
-Is your current legal counsel too busy to take your calls?
Once you determine that a new legal team is the right decision for you, here are a few pointers for hiring the right attorney for your business:
-Look for a law firm that specializes in the expertise youre looking for
-Ask for references from other clients
-Ask about potential conflicts of interest with other clients
-Set appropriate terms for the engagement
-Estimate engagement costs before deciding on hiring a specific firm
-Specify which lawyers you want assigned to your case, and pay only for those lawyers you pre-approve
-Require a full description of conferences between lawyers and the matters discussed
-Require that a designated partner review and sign-off on all invoices
-Designate who will take and review depositions
-How will photocopying be handled?
-Explain your budget for fees and costs beforehand
-Insist on periodic, timely billing
-Establish milestones for engagement and budget review
-Communicate your expectations clearly so there are no misunderstandings
-Establish a maximum fee for the engagement and stick to it
and finally, be a good client! The relationship with your legal team should be a collaborative partnership. To ensure quality results, be sure that you are clearly communicating with your legal team. Dont keep them in the dark about changes in your business strategy or tactics and do immediately communicate when you have questions or concerns about their work. Choosing a legal team is hard work and well worth the effort to nurture the relationship once it is established.

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Running a company comes with a number of challenges, some which involve the services of legal counsel. When you consider workmens compensation, sexual harassment, contracts, labor laws, marketing and advertising, licensing, termination disputes, and so on, you can easily see that securing a reputable law firm could be to your advantage. However, situations arise all the time within businesses. Because of this, it is vital to know when you should and should not secure the services of a law firm.

Today, you can find a number of do-it-yourself legal solutions online. For example, years ago, tax and payroll issues were often handled by outside or inside counsel. However, with the ability to download forms and follow specific instructions, many times companies choose to handle things on their own. Obviously, this option means a huge savings and quicker turnaround in most cases. However, any do-it-yourself legal action also comes with risk if not done properly.

As you can imagine, knowing when and/or if you should ever hire a lawyer to represent you could be a very, fine line. Consider contracts as an example. If not written and executed properly, you could lose not only a significant amount of money, but also potentially the business you worked so hard to build. For this reason, many companies, small to large, will leave contract negotiations and implementation to that of legal counsel. Because contracts are so sensitive and even the smallest mistake in wording could be deadly, seeking out the advice of an attorney is probably a wise choice.

For relatively simple contracts you can choose to create it yourself or use an already created template. However, if you choose this route, review the contract carefully, eliminating anything that would hold your company or anyone within the company liable. An example of potential liability is indemnity. In addition, the do-it-yourself contract should include and even request mutuality. To give you an idea of what this means, if you were going to create a contract that protected the other party specific to limitation of liability, then you too should have this same protection.

It is also suggested that with any DIY legal contract that you ensure there is some type of clause, allowing you out of the contract if the second party does not live up to their end of the bargain. The key with any contract is to look closely for provisions in which fees would need to be paid by you for early termination or cancellation. The good news about handling contracts on your own is that a number of reputable online resources exist where you can download forms needed and sometimes, at no cost. These forms can then be modified specific to your needs and company.

The other side to this is that sometimes, contracts can be quite lengthy and complex. For example, a simple employee contract for an administrative employee would likely be something you could implement with no problem. However, if you need a contract created for a joint venture, or an employment contract that also protects intellectual property there is a higher potential of error and risk if done without professional input. In this case, hiring a lawyer to prepare the contract, provide guidance, execute, and then back it with legal support is wise.

What you need to do when considering contracts, employment, termination, workmens compensation, or any potential legal issue for your company is to determine the potential risk and financial outcome if the right documentation is not in place. If the risk is minimal and there is a cap on the financial end, then using do-it-yourself legal forms makes sense. However, if the situation is complicated and has great risk attached, then consider the age old wisdom of being a penny wise and a pound foolish. It a wise decision to consider the price of an attorney as an excellent investment if failure to do so would result in a huge financial loss or worse the loss of your business if the risk were realized.

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