Representing Closely Held Entities: Conflicts of Interest and Fiduciary Duty to a Company and its Principals
Documenting Corporate Authority; Avoiding Pitfalls When a Dispute Arises; Implied Attorney-Client Relationships; ABA Model Rules
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will examine practical, legal, and ethical issues confronting counsel when representing a closely held entity, including potential conflicts of interest and fiduciary duties owed to the company and its shareholders, members, officers, or directors. The panel will also discuss best practices for handling disputes between principals and guidance provided in the ABA Model Rules of Professional Conduct (the ABA Rules).
Outline
- Identifying the client: corporation/company vs. members, shareholders, officers, directors
- Engagement letters: importance of disclosure and acknowledgment of representation
- Who holds, is within, and controls an entity's attorney-client privilege
- Documenting "duly authorized" officers
- Observing corporate formalities
- ABA Model Rules of Professional Conduct
- Special circumstances creating a duty to non-client constituents
- Best practices when disputes arise between constituents
Benefits
The panel will review these and other key issues:
- When can counsel represent a corporate entity and its constituent shareholders, members, officers, or directors?
- How should counsel respond to actions or instructions from an officer of the entity when counsel does not think the action is in the company's best interest?
- When is an attorney-client relationship established under the ABA Rules?
- What steps should counsel take when a dispute arises between shareholders, officers, or directors of a company?
Faculty
Paula M. Bagger
Attorney
Law Office of Paula M. Bagger
Ms. Bagger has significant experience helping clients resolve a broad range of commercial and business disputes. She... | Read More
Ms. Bagger has significant experience helping clients resolve a broad range of commercial and business disputes. She has tried, arbitrated, and settled business cases of many different types, including claims for breach of contract, fraud, unfair and deceptive business practices, professional malpractice, and shareholder and partner disputes. She is a co-chair of the Business and Commercial Litigation Section of the Boston Bar Association and has written and spoken on issues arising in the representation of small companies and their constitutents, including, Ethical Issues Facing Corporate Counsel in Closely Held Business Disputes.
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Steven B. Fuerst
Of Counsel
Lowenstein Sandler
Mr. Fuerst is Co-Chair of the Firm's Business Divorce Practice. He brings substantial experience as a general... | Read More
Mr. Fuerst is Co-Chair of the Firm's Business Divorce Practice. He brings substantial experience as a general counsel and business advisor representing closely held business organizations and their owners to his work in a wide array of industries. He is particularly well-versed in mergers and acquisitions and in business divorces. His efforts have included the disposition of assets in many U.S. states as well as numerous countries, including India, China, and Egypt.
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Heidi A. Nadel
Senior Counsel
Holland & Knight
With two decades of sophisticated and diverse trial and appellate experience, Ms. Nadel concentrates her practice on... | Read More
With two decades of sophisticated and diverse trial and appellate experience, Ms. Nadel concentrates her practice on civil litigation across a broad spectrum of areas, with a focus on complex commercial and other business disputes, closely-held business and governance litigation, intellectual property, and civil rights litigation, and appeals in all areas of the law. She has represented individual and business clients in federal and state courts, before regulatory commissions and before state administrative tribunals, and in Tribal Court in a wide range of matters. She is often called upon to lead high stakes litigation and bet-the-company cases involving complex factual and legal issues.
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