To Whom Does the Lawyer Answer?

Lawyers within a firm ask this question all the time.

Actually, we don't really phrase the question that way, not initially. The question is, who do we represent? Who is the client?

And from there we have to figure out what natural person(s) should know (a) what we know and (b) what we think.

Because the client may not be a natural person.

For example, the client may be a corporation; in some circumstances (arguably, the ones that matter most), it may not be clear what natural persons are authorized to make decisions for the corporation. If the situation involves the sale of the company, or a matter involving the CEO, the lawyer may answer to the board, and not any individual officer.

Venture capitalists and other board directors designated by a particular class or classes of stock sometimes take grief when they vote or use their influence in ways that appear to favor the class(es) of shareholders they "represent." "You represent all shareholders," they are sometimes pointedly reminded.

Corporate officers and board members should be ever-ready to do the same with regard to the company's lawyers. It's a good reminder of accountability, a good check.


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