The Role of a Corporate Lawyer – The Relationship
July 11, 2009
Thomas W. Hughes
Winstead, Sechrest & Minick, PC
Chair, Corporate SectionThe role of the corporate lawyer has evolved over time, but has always been one of mutual trust, of giving valued counsel to the client and helping the corporate client achieve its goals. As the business world has grown in complexity, the corporate lawyer has also become a team leader, managing the relationship of the client with various specialists and managing the efforts of those specialists in providing the highest caliber of legal services effectively and efficiently.
The Role of a Corporate Lawyer – The Relationship
The corporate lawyer is fundamentally a relationship-oriented counselor focused on facilitating the strategic goals of the corporate client from a business and legal perspective. In its highest form, it is our responsibility to act as a sounding board and business advisor to senior management on matters of the corporation’s business, organization and governance. These activities can range from the most complex and sophisticated transaction, such as negotiation of a major acquisition, significant financing or strategic joint venture, to input and advice on corporate governance and board composition questions, to more common day-to-day contract documentation and statutory, regulatory and contractual compliance questions, among others.
It is imperative that advice and communication not operate merely in a reactive fashion in which the attorney simply addresses a narrow set of inquiries directed to him or her by representatives of the client. Instead, the successful corporate attorney creates a relationship that revolves around the needs of the client and proactively offers advice, counsel and, most importantly, solutions. To create a trusted partnership, the corporate practitioner should undertake a conscientious effort to understand the client’s business and organization. This is accomplished through open and thorough dialogue as often as possible with company management, as well as exploring the company’s strategic goals while determining management’s legal and business needs and goals.
Once the goals are set, the corporate lawyer and his or her firm should judge success by the corporation’s definition of success. Accordingly, the corporate lawyer’s goal should be to assist the client in meeting or exceeding its stated goals as achievable within appropriate legal and ethical bounds.
To the extent difficulties arise, it is incumbent upon the corporate lawyer to do more than merely communicate to the client that there is a problem. It’s the corporate practitioner’s responsibility to define the problem for the client, suggest appropriate alternatives, if feasible, and explore with the client possible additional alternatives based upon the client’s feedback. Working with the client, the corporate practitioner should then make every effort to reach an appropriate resolution that achieves or comes as close as possible to achieving the client’s pragmatic goals, without subjecting the client to unnecessary or inappropriate legal risk.
It cannot be emphasized enough that mutual trust and respect within the relationship define the corporate practitioner and his or her role. The relationship is built over time through hard work, and with it comes a deeper understanding of the client’s business and a strong role as an advisor to corporate management. In the optimum proactive model, the corporate lawyer will analyze then explore with the client other legal and business areas where additional legal focus is appropriate or may be of benefit to the corporation. The corporate lawyer and the client can then develop additional goals or reprioritize existing goals, to the appropriate extent given the client’s cost constraints and organizational requirements. This proactive role of the corporate lawyer permits them to maximize the value of the attorney-client relationship for the corporation.