Business Lawyering Flashcards
why is business law important?
fosters business formation
guides business conduct
what does a lawyers oath tell make them support?
the constitution of the US and the Constitution of the state
What are lawyers essential rules of conduct?
competence, diligence, communication, confidentiality, representation
What is lawyer competence
legal knowledge, skill, thoroughness and preparation for representation
what is lawyer diligence
acting with reasonable diligence and promptness
what is lawyer communication
meet objectives, comply with requests, and explain a matter
what is lawyer confidentiality
not revealing information unless consent if given
what are exceptions to lawyer confidentiality
reasonably certain death or substantial bodily harm
committing fraud or a crime
rectify substantial injury to the financial interests
when is practicing law unauthorized
outside jurisdiction
what are the principal roles of a lawyer
council and advocate to an individual OR organization
what is attorney client privilege
enables a business to keep legal advisory information our of the hands of adversaries
What are the best business practices, from the eyes of a lawyer?
Stop and Think - does it need to be in writing?
seek guidance - check with legal counsel before committing
Organization - adopt policies for internal communication
Label - CONFIDENTIAL
What is IRAC
Issue - what is the issue
Rule - what laws govern the issue
Analysis - applying the rules
Conclusion - the resolution of the issue
What is common law?
proceedings given historically by judges
what is statutory law
laws written
what are sole proprietorships governed as
they are not entities and are common law
what are business association governed as
statutory law
what are the key attributes for business association
required filings
authority for transations
who manages and controls
owner/manager liability
equity interest
federal income taxation
What is legal reasoning
lawyers respond with legal reasoning
they employ legal analysis
applying rules to form a conclusion
what are fiduciary duties
Managers have two fiduciary duties
Loyalty and Care
what is the governance structure of partnership
co-equal consensus of management and fiduciary duties
what is the governance structure of limited partnerships (LPs)
two tiered - management and fiduciary duties
what is the governance structure of LLCs
coequal consensus or multi-tiered of management and fiduciary duties
what is the governance structure of corporations
three tiered: Directors are the controlling managers of management and fiduciary duties
