Negotiations: Ethical Pitfalls and Best Practices for Transactional Lawyers

Edward X. Clinton, Jr.
Edward X. Clinton, Jr. | The Clinton Law Firm

Ed Clinton, Jr. is a principal in the Clinton Law Firm and focuses his practice on business litigation and legal malpractice. Ed has substantial experience in commercial litigation, including breach of contract, business torts, uniform commercial code, and creditors’ rights. He has written extensively on the subjects of securities regulation, consumer fraud and trial practice.

Live Video-Broadcast: March 20, 2025

1.5 hour CLE

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Program Summary

One of the most important things lawyers do is negotiate. Negotiating a contract for a client can be rewarding and challenging. In this presentation we will discuss a few of the ethical issues and pitfalls that can result when the transactional lawyer is negotiating for a client. We will also discuss how to avoid common pitfalls.

This course is co-sponsored with myLawCLE. 

Key topics to be discussed:

  • Who is the client?
  • The common scenarios: The Inventor, Mr. Money and The Entity they set up
  • Conflict waivers
  • You are the general counsel of an organization
  • Ruh Roh – you took an ownership interest in the entity
  • Disclosure of confidence?
  • Use common sense

Date / Time: March 20, 2025

  • 1:00 pm – 2:40 pm Eastern
  • 12:00 pm – 1:40 pm Central
  • 11:00 am – 12:40 pm Mountain
  • 10:00 am – 11:40 am Pacific

Closed-captioning available

Speakers

Speaker_Edward X. Clinton_FedBarEdward X. Clinton, Jr. | The Clinton Law Firm

Ed Clinton, Jr. is a principal in the Clinton Law Firm and focuses his practice on business litigation and legal malpractice. In 1991, Ed graduated, cum laude, from Harvard Law School. He was a law clerk to the Honorable Michael S. Kanne of the United States Court of Appeals for the Seventh Circuit from September 1991 to September 1992. From 1992 to May 1996, he worked as a commercial litigation associate at Mayer, Brown & Platt. After working at Katten Muchin & Zavis, Ed joined the Clinton Law Firm in 1997 as a shareholder.

Ed has substantial experience in commercial litigation, including breach of contract, business torts, uniform commercial code, and creditors’ rights. He also has substantial experience in the formation of business entities and the negotiating and drafting of the accompanying documents, including shareholder agreements, partnership agreements and operating agreements.

Ed also has experience in representing both plaintiffs and defendants in all manner of legal malpractice claims, including claims arising out of litigation, including personal injury cases and divorce cases, failed corporate transactions, and disputed wills and trusts. Ed Clinton, Jr. also represents lawyers before the Attorney Registration and Disciplinary Commission.

In addition to his extensive litigation practice, Edward X. Clinton, Jr. serves as an expert witness in legal malpractice claims. He has written extensively on the subjects of securities regulation, consumer fraud and trial practice. His clients include doctors, lawyers, computer software companies, shareholders and corporations.

Agenda

I. Who is the client? | 1:00pm – 1:15pm

  • This seems obvious, but it can be subtle in certain situations. Do you work for the LLC or the individual investor? Rule 1.2, Rule 1.6
  • Solution: Use an engagement letter to make it clear who you represent
  • Solution: Tell everyone involved who you represent
  • Remember: When courts determine if an attorney-client relationship existed, they view it on behalf of the client, not the lawyer

II. The common scenarios: The Inventor, Mr. Money and The Entity they set up | 1:15pm – 1:30pm

  • Who do you represent?
  • Who is paying the legal bill? Rule 1.5
  • What happens when Mr. Money wants to place a lien or security interest on the work product or invention?

III. Conflict waivers | 1:30pm – 1:45pm

  • Conflict? No that’s not a conflict!
  • Oh yes, it is
  • Can it be waived? Rule 1.7

IV. You are the general counsel of an organization | 1:45pm – 2:00pm

  • What duties do you have to the employee?
  • Do you tell the employee you are there solely to benefit the organization?
  • What happens when the employee wants to stretch the law?

Break | 2:00pm – 2:10pm

V. Ruh Roh – you took an ownership interest in the entity | 2:10pm – 2:20pm

VI. Disclosure of confidence? | 2:20pm – 2:30pm

  • You learn something from an employee that is confidential
  • Do you have a duty to tell the employer?
  • Remedy: warn and spell it out in the engagement letter

VII. Use common sense | 2:30pm – 2:40pm

  • Ask yourself: “Would I agree to this if I were the client?”

Credits

Alaska

Approved for CLE Credits
1.5 Ethics

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
1.5 Ethics

Arkansas

Approved for CLE Credits
1.5 Ethics

Arizona

Approved for CLE Credits
1.5 Professional Responsibility/Ethics

California

Approved for CLE Credits
1.5 Ethics

Colorado

Pending CLE Approval
1.5 Ethics / Professionalism

Connecticut

Approved for CLE Credits
1.5 Ethics / Professionalism

District of Columbia

No MCLE Required
1.5 CLE Hour(s)

Delaware

Pending CLE Approval
1.5 Enhanced Ethics

Florida

Approved via Attorney Submission
2 Ethics

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
1.5 Ethics

Hawaii

Approved for CLE Credits
1.8 Ethics or Professional Responsibility Education

Iowa

Pending CLE Approval
1.5 Ethics

Idaho

Pending CLE Approval
1.5 Ethics / Professionalism

Illinois

Pending CLE Approval
1.5 Ethics, Civility, Professionalism

Indiana

Pending CLE Approval
1.5 Ethics

Kansas

Pending CLE Approval
1.5 Ethics / Professionalism

Kentucky

Pending CLE Approval
1.5 Ethics

Louisiana

Pending CLE Approval
1.5 Ethics

Massachusetts

No MCLE Required
1.5 CLE Hour(s)

Maryland

No MCLE Required
1.5 CLE Hour(s)

Maine

Pending CLE Approval
1.5 Ethics / Professionalism

Michigan

No MCLE Required
1.5 CLE Hour(s)

Minnesota

Pending CLE Approval
1.5 Ethics

Missouri

Approved for CLE Credits
1.8 Ethics

Mississippi

Pending CLE Approval
1.5 Ethics

Montana

Pending CLE Approval
1.5 Professional Fitness and Integrity

North Carolina

Pending CLE Approval
1.5 Ethics

North Dakota

Approved for CLE Credits
1.5 Ethics

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
1.5 Professional Responsibility

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
90 Ethics / Professionalism

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
1.8 Ethics / Professionalism

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
1.5 Ethics / Professionalism

Nevada

Pending CLE Approval
1.5 Ethics / Professionalism

New York

Approved for CLE Credits
1.8 Ethics / Professionalism

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
1.5 Professional Conduct

Oklahoma

Pending CLE Approval
2 Ethics / Professionalism

Oregon

Pending CLE Approval
1.5 Ethics

Pennsylvania

Approved for CLE Credits
1.5 Ethics / Professionalism

Rhode Island

Pending CLE Approval
2 Ethics / Professionalism

South Carolina

Pending CLE Approval
1.5 Ethics / Professionalism

South Dakota

No MCLE Required
1.5 CLE Hour(s)

Tennessee

Pending CLE Approval
1.5 Dual

Texas

Pending CLE Approval
1.5 Ethics / Professionalism

Utah

Pending CLE Approval
1.5 Ethics / Professionalism

All courses accredited in Utah must include both ethics credits.
Virginia

Not Eligible
1.5 Ethics / Professionalism Hours

Vermont

Approved for CLE Credits
1.5 Ethics

Washington

Approved via Attorney Submission
1.5 Ethics

Receive CLE credit in Washington via attorney submission.
Wisconsin

Pending CLE Approval
1.5 Ethics

West Virginia

Pending CLE Approval
1.8 Ethics / Professionalism

Wyoming

Pending CLE Approval
1.5 Ethics / Professionalism

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