More work lessons learned

Maybe this will be an ongoing series.

Lesson #1: Read every word (and then some).

Lesson #2: Find someone who's done it before and ask them, no matter how straightforward it seems!

I was assigned to do what seemed like a fairly simple corporate transaction. I asked the paralegal about the procedure and the appropriate forms to file, and drafted the necessary documents.

Just before filing, I called a senior associate who had done a similar transaction to ask about one of the documents. "You're doing what?" he said. Then he told me to think twice. Apparently there's some bizarre omission in the relevant state's law that allows all sorts of transactions similar to this, but not this particular one. The state will actually accept it -- which is why the paralegal handed over the documents -- but the problem is that there's no statutory authority, so the firm could never give a legal opinion saying it was valid.

So, after drafting, and making sure the requirements were met, and going over everything with the client, we had to do it in a completely different way. Which was a little embarrassing to explain to the client. (The partner, luckily, took it in stride: he said, "Well, that'll be a huge write-off, and a lesson for us.")

Moral of the story: Always ask an experienced lawyer!

Actually, there's a hidden lesson #3 in this: Don't ignore things that seem strange or problematic.

This is another one I have to keep learning over and over. I see something (like an omission in a statute) and think, well, that's weird, but I guess it's okay because [nobody else seems to think it's a problem] [it seems like you should be able to do it this way] [there's probably a perfectly good reason that I don't understand]. Besides, everybody is so busy that it doesn't seem worth bringing up something that seems so minor.

Invariably, it comes up later. Duh: we're lawyers. It's our job to sweat minor details.

Note to self: Write it down. Bring it up. (Although in this case, I actually did bring up the weirdness in the statute -- just not in a way that flagged this particular issue, which I wouldn't have been able to identify on my own.)