1. Which Legal Services Should Executives Assign to a Lawyer?
An unsigned customer agreement, a disputed board vote, and an acquisition offer present different legal questions. Leadership should identify the decision at stake and who may approve it. Define the assignment by documents, deliverables, and deadline.
Match the Matter to the Legal Work
A useful assignment ends with something the management team can act on.
| Business Matter | Attorney Assignment |
|---|---|
| Commercial contract | Draft or negotiate terms and allocate risk |
| Governance decision | Review authority, approvals, and minutes |
| Company transaction | Conduct diligence and prepare closing documents |
| Commercial dispute | Assess claims, evidence, and response options |
One project may cross these boundaries: even a straightforward sale can require formal company approval.
Define the Assignment before Work Begins
Instead of asking for a general review of business risk, explain the decision your team faces.
- Identify the decision, responsible executive, and planned signing date.
- Provide existing agreements, governing documents, and relevant correspondence.
- Specify whether the deliverable is a revised draft, advice, or negotiation support.
The goal is a review your team can act on, rather than an open-ended legal memo.
2. Which Business Contracts Need Attorney Review?
A signed contract is harder to fix once a customer has rejected delivery or a vendor has missed a deadline. Before signing, have an attorney test how the terms work when performance goes wrong.
Review Obligations and Risk Allocation
Agreed prices and timelines are only part of the contract.
- Define deliverables, acceptance standards, payment triggers, and change procedures.
- Review indemnification, liability limits, termination, and notice requirements.
- Identify governing law, dispute forums, and applicable statutory requirements.
Commercial Code § 2201 generally requires a signed record for enforceability of goods sales of $500 or more, subject to exceptions. Detailed contract drafting and review may address industry-specific terms.
Prepare the Contract Review Package
Business teams often know the deal history better than an attorney seeing the draft for the first time.
- Supply the latest draft, prior versions, proposals, and relevant emails.
- Mark disputed terms and any commitments already made to the counterparty.
- Explain operational limits on delivery, insurance, and approval authority.
This context helps identify which terms are legally significant and which remain business choices.
3. What Governance Work Requires Legal Review?
A CEO may negotiate a deal without having authority to approve it alone. The required decision-makers depend on the entity type, governing documents, and proposed action.
Confirm Who Can Authorize the Decision
Signing authority and approval authority are not always the same.
- Check articles, bylaws, operating agreements, and delegated authority.
- Identify required board, shareholder, member, or manager approvals.
- Document material conflicts and the relevant approval process.
Corporations Code § 300 generally places corporate management under board direction, subject to statutory exceptions. Section 17704.07 distinguishes member-managed and manager-managed LLCs; § 310 addresses certain interested-director transactions.
Prepare a Reliable Decision Record
A rushed approval is harder to explain later if the company kept no clear record of it.
- Prepare or check resolutions, consents, and meeting notices.
- Review minutes for an accurate record of authority and decisions.
- Confirm required signatures and conditions before implementation.
A broader corporate governance review may examine directors' duties and internal controls separately.
4. When Do Transactions or Disputes Need Separate Representation?
An acquisition requires diligence and negotiated closing terms; a demand letter calls for evidence and a response. Assign each matter its own deliverables, even when the same agreement connects them.
Set the Scope of a Company Transaction
The legal assignment changes as a deal moves from a proposal to a signed agreement.
- Review the term sheet, entity structure, and required approvals.
- Examine material contracts, liabilities, and identified diligence issues.
- Draft transaction terms, closing conditions, and required deliverables.
An asset purchase does not automatically eliminate every potential liability. Detailed corporate transaction services address deal structures in greater depth.
Respond to Commercial Disputes with Records
When a demand letter arrives, the first draft of a response should not be the first time anyone reviews the file.
- Preserve agreements, payment records, notices, and relevant communications.
- Identify alleged breaches, contractual remedies, and response deadlines.
- Assess negotiation, mediation, arbitration, or court proceedings as applicable.
A demand letter does not prove the claim. Separate civil litigation services can address court procedure and contested proof.
5. Frequently Asked Questions
Can one lawyer represent both founders in a company dispute?
Potential conflicts may prevent joint representation. The attorney must identify who the client is and assess applicable professional responsibility rules before accepting the matter.
Can a small company hire a lawyer for only one contract?
Yes. A company can request review of a defined agreement rather than ongoing legal support. The engagement should identify the document, scope, and expected deliverable.
Should a company share privileged legal advice with its investors?
Sharing communications beyond the attorney-client relationship may risk privilege waiver. Have an attorney assess confidentiality and the proposed recipients before disclosure.
Who is the client when a company hires a business lawyer?
The organization is ordinarily the client, rather than an individual founder or officer. Lawyers should clarify the relationship when employees or owners seek personal advice.
6. Discuss Your Company'S Legal Work with Sjkp
You do not need a legal label for every problem before asking for a review. SJKP's attorneys can examine the relevant contracts, approval records, transaction papers, or dispute correspondence and define the work needed. Contact SJKP to discuss the decision ahead and the documents available.
23 Jun, 2025
