Representative Issues in
Transactional Legal Liability Cases

• Conflicts of Interest – Conflict of interest issues arise in various ways in transactional settings. Where entities are involved, the threshold question is often whether the lawyer’s duty is to the entity, its stakeholders or the board of directors

• Other Conflicts – Other conflict questions arise when there are multiple parties involved and it is alleged the lawyer had a lawyer/client relationship with more than one party prior to or in the transaction (often the original shareholders/stakeholders)

• Standard of Care - The appropriate standard of care for the lawyer in the transaction can depend on what role the lawyer serves (e.g., is the lawyer’s duty defined by the Model Rules or common law when, for example, the lawyer acts as escrow agent)

• Custom or Practice – An important question is often how the custom or practice in a particular practice area (e.g., mergers and acquisitions, corporate governance, financing transactions) dictates the standard of care in a particular transaction

• Scope of Work - Exactly what role did the lawyer take on, how and where was that defined/documented and how did it effect the lawyer’s duties and responsibilities