Session: MANAGING THE BUSINESS CLIENT RELATIONSHIP NDOLA 2014 COMMERCIAL LAW TRAINING PROGRAMME: WHAT LAW SCHOOL DID NOT TEACH YOU Presented by LAZ in co-sponsorship with ISLP Session: MANAGING THE BUSINESS CLIENT RELATIONSHIP NDOLA 2014 Legal_1:27962124

DISCLAIMER Nothing contained in this presentation is to be considered as the rendering of legal advice for specific cases, and attendees are responsible for obtaining such advice from their own legal counsel. This presentation is for educational and informational purposes only. The views of the presenter should not be construed as the views of the International Senior Lawyers Project, the Law Society of South Africa, the Black Corporate and Commercial Attorneys Network or their respective law firms.

Primary Known Risk Any factor, event, or occurrence that has the potential to interfere with the desired outcome. Known Risks

5 Basic Principles The business lawyer: Is to assist the client in identifying, quantifying and monetizing risk relative to the achievement of the clients objective(s). Is to document the rights and duties of the client and the counterparties to the business transactions. Has the right to charge and to be promptly paid for legal services rendered. Is the steward and trustee of the rule of law and the commercial codes of his/her country, region and community. At all times is to conduct himself/herself with high ethics and integrity in all business and personal matters and transactions.

Role of the Business Lawyer Attorney Advocate Counselor

Business Lawyer’s Toolkit Filing System Standard Key Documents Engagement letter Disengagement Letter Transaction Checklist Invoices Legal Opinions Separate Funds Account Checklists Due Diligence Applicable Law Trade Resources Professionals Tax Lawyers Accountants Environmental Privacy Divorce Criminal

Who is the Client?

International Senior Lawyers Project 11/9/2018 Who is the Client ? Auto Aftercare ? The Newly Created Zambian Joint Venture or Zambian Company ? The Board of Directors of Auto After Care ? The Shareholders of Auto After Care? The General Counsel of Auto After Care? Who Else ? The business lawyer must construct a framework within which must problems are analyzed. The two bookends on the framework are Risk and Results.

Know Your Client’s Interests International Senior Lawyers Project 11/9/2018 Know Your Client’s Interests Appetite for Risk Knowledge of Business Experience Level Expectations Engagement Scope 360 View of Transaction Upstream Downstream Veridical

Other Possible Stakeholders Directors Shareholders Officers Taxing Lawyers Government Newco Employees/ Unions Environmental Groups Auditors Distributors Licensees

Know the Environment Industry Standards International Transaction Governing Law Tax Considerations Reputational Considerations

Engagement Letters and On Boarding New Clients

Know Your Clients Confirm Identity of the Client Engagement Subject to Applicable Anti-Money Laundering Laws Know Your Customer Information Required Before Engagement is Accepted Registered Name and Registration Information Copies of Corporate Governance Instruments Income Tax Registration Information Identity of Owners, Executive Officers and Authorized Signers

Engagement Letter and On Boarding New Clients Establish Means of Communication Email v Telephonic Communication Social Media or Other Means of Communication Confidentiality and Trade Secrets

Engagement Letter and On Boarding New Clients Manner of Fee Charges Hourly Alternative Rate Structure When Fees due and payable Expenses and Out of Pocket Charges What is not included in Fees How expenses are calculated and documented Understanding of What Happens if Fees and Expenses are not paid as agreed

Engagement Letter and On Boarding New Clients Client Cooperation Availability and prompt responses Ownership of Files and Information What belongs to the Client and What Belongs to the Law Firm Right to Use the Clients name and trademarks in law firm marketing (subject to LAZ rules and regulations)

Engagement Letter and On Boarding New Clients Limitation of Liability Who is liable? Within what time frame? Subject to what limits?

Engagement Letter and On Boarding New Clients General Terms and Conditions of Law Practice Applies Frequently posted on the law firm website but incorporated by reference into the engagement letter.

CLIENT DISENGAGEMENT Formal end of matter or engagement (aka “Kiss Off” Letter) Good Procedure to make sure Fees have been paid Files have been organized Key Dates have been added to Docket or Calendar Lawyer has been relieved of duty to inform client of these dates, changes in applicable law or other developments But, these are great marketing tools to contact the client for a new engagement to perform services

RECAP Business Deals Are all about the risk in the transaction to the client and the willingness of the client to accept risk that can not be allocated, limited or transferred to another party. Risks mean nothing if not objectified. The most common vehicle for objectifying risk is money. Allocating or shifting risk means little if your client can not collect from the counterparty who agrees to bear the risk. The Business Lawyer is the client’s front line defense but is not the client’s business partner.

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