Can an attorney represent me and my LLC? – Contributors

Can an attorney represent me and my LLC?  – Contributors

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Can an attorney represent me and my LLC? Simply put, no attorney can represent both the LLC and the individual members in a shareholder dispute as there is a history of the attorney representing the LLC looking out for the interests of the members in the past, and litigation between the members and the corporation ensues. I won the first ever published decision in New Jersey that directly addresses this issue.

The order is against. Nogel

In the decision, Commando v. Nogel, the Appellate Division reversed a trial order that had refused to disqualify Norris McLaughlin and Marcus (“NMM”) in an inter-member dispute. The plaintiff (my client) was a member of an operating LLC. The LLC has purchased certain properties in connection with several property management companies. My client was a high-ranking employee of the defendant RCP. She was promised an equitable ownership stake in RCP. The LLC property was purchased in furtherance of this plan. NMM helped form the LLC. It helped refinance its debts; and created the operating agreement for the LLC. Subsequently, a dispute arose between the plaintiff and defendants over the companies’ business. NMM attempted to represent RCP and its sole shareholder. The sole shareholder also happens to be the other 50% member of the LLC.

In its decision, the Court decisively ruled that in the context of closely held corporations or LLCs, lawyers with a history of representing a company must be extremely careful about conflicts of interest. Therefore, they should not take a legal position against a member of the LLC since that LLC has historically represented and responded to that client. Furthermore, there are ethical minefields for a law firm that represents a corporation at the same time as it represents another member. In short, NMM eventually learned this.

Avoid conflicts of interest

The lesson is to be careful when hiring an attorney. If you have a potential matter where the corporation is considering taking action against minority members, avoid hiring an attorney with a history of representing the corporation itself and/or its members. Likewise, be aware of where you stand as a member of the minority group seeking an attorney. So, if you ask yourself the question – Can an attorney represent me and my LLC? – Now you know.

The content of this article is intended to provide a general guide to the topic. It is recommended to seek advice from specialists in your circumstances.

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