Ethics in Business Acquisitions:How to Avoid Derailing the Deal

BRADLEY MILLERMiller Law LLC ∙ @bradleymiller#Don’tDerailTheDeal

Clients don’t hire us to eliminate risks.

Clients hire us to MANAGE risks.

Attorney-Client Relationship

TRUST

YOUR LOYALTY LIES

WITH THE CLIENT

When you are representing a business entity, your loyalty belongs to the entity

“$500,000 for my client’s business is a steal.”

KEEP IT SECRET,

KEEP IT SAFE

I need my clients to tell me their secrets in order to do my job.

If you use technology, then you have an ethical responsibility to understand and be proficient in that technology.

Sensitivity of the informationLikelihood of disclosureCost and difficulty of additional safeguards

ENCRYPTION IS A PROCESS OF ENCODING DATA SO THAT ONLY THOSE WHO ARE AUTHORIZED CAN ACCESS IT

Do you need to encrypt your emails?

Do I need to encrypt this email?1. YES if the client tells you to use encrypted email

Do I need to encrypt this email?2. YES if the information would be damaging to the client if intercepted

Do I need to encrypt this email?3. NO if #1 or #2 don’t apply and you would feel comfortable if it was your information

BONUS TIP!!Avoid the necessity of encrypting email by using a client intranet or deal room

AVOID CONFLICTS

BEFORE THEY START

KNOW YOUR ROLE

As a lawyer, you have a duty to act as an advisor to your client

ClientObjective

sResolutio

nExpensesThird

parties

Lawyer

Everything else

REMEMBER:THE CLIENT IS PAYING YOU FOR YOUR EXPERTISE.

1. SURE.2. HELL NO.3. ARE YOU SURE THAT IS WHAT YOU REALLY WANT? BECAUSE I BET I CAN CONVINCE YOU OTHERWISE.

What to do?

DOUBLE THE CLIENTS,

DOUBLE THE FUN

Thank you.

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