CLE
Cliff Ennico
Cliff Ennico Law Office of Clifford R. Ennico
What Business Lawyers Do A Primer on the Practice of Corporate and Business Law Outside the Courtroom
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What Business Lawyers Do: A Primer on the Practice of Corporate and Business Law Outside the Courtroom

What exactly does it mean to be a “corporate lawyer,” a “business lawyer,” or a “Wall Street lawyer”? Most law schools train students to be advocates, yet over 90% of the work lawyers do when representing business enterprises takes place outside of the courtroom. What specific tasks are business lawyers most frequently called upon to do for their clients, and how do they manage business clients to ensure a stable and growing practice? In this fast-paced, entertaining presentation, a leading business lawyer who has represented over 15,000 clients in his 45-year career will introduce the “real world” of working with business clients, the career path you will most likely follow as a business lawyer, and the “trade secrets” of managing the organizational client and its management.

Topics to be covered include:

  • The different types of business lawyer and where they work
  • The three basic functions of the business lawyer
  • The “people skills” you will need to work with executives, directors, shareholders and other client “constituencies”
  • How to evaluate a corporation’s business, industry and culture
  • Sizing up “who’s who” on the client’s organizational chart
  • How to analyze and answer legal and “mixed law-and-business” questions posed by your client’s management
  • How to manage a client’s business transactions (a/k/a “deals”) and administer its contracts
  • Ethical issues commonly faced by business lawyers; and
  • The secrets of surviving as an “in-house” counsel for a corporation or business enterprise

Topics covered include:
Agenda:
  • Introductory Overview
    • Brief introduction of the presenter
    • The different types of business lawyer and how they interact with businesspeople and other lawyers
    • The three most important functions business lawyers perform for their clients

  • Managing the Client’s Legal and Regulatory Environment
    • Understanding the client’s business, industry and corporate culture
    • “Staying ahead” of legal and regulatory developments affecting the client
    • “People skills” you will need to deal with businesspeople and other nonlawyers

  • Advising and Counseling the Business Client
    • Distinguishing between “surface” questions and “real” questions
    • Responding to business, legal, and “mixed law-and-business” questions

  • Administering Your Client’s Contracts and Business Transactions
    • The business lawyer’s role in “getting the deal done”
    • Administering the client’s contract database and preparing for “due diligence”

  • The Special Role of “In-House” Counsel
    • Are you a businessperson, a lawyer, or both?
    • Acting as a “modem” between your client and outside counsel

  • Ethical Issues in Business Lawyering
    • Potential “conflicts of interest” when working with multiple layers of management
    • When the interests of the client and its founders/shareholders diverge
    • What to do when the client plans to act illegally or contrary to your advice

  • Questions & Answers (as time permits)
Duration of this webinar: 60 minutes
Originally broadcast: July 10, 2025 11:00 AM PT
Webinar Highlights

This webinar is divided into section summaries, which you can scan for key points and then dive into the sections that interest you the most.

Introduction
Cliff Ennico is a seasoned expert in legal and tax issues for entrepreneurs, with a notable career and contributions to various publications. Cliff begins his presentation by acknowledging the subjective nature of practicing business law and sharing insights from his extensive experience. He stresses the importance of understanding that there is no single correct way to practice business law, and the program will reflect his personal learnings.
Roles and Types of Business Lawyers
Cliff shares his early career decisions, expressing a preference for working with entrepreneurs and startups. He reflects on the lack of practical business law training in law school and the importance of internships for gaining real-world experience. Cliff discusses the different roles of business lawyers, including those in private practice, corporate in-house lawyers, and those transitioning to business executives.
Core Functions of Business Lawyers
Cliff emphasizes the importance of building long-term relationships with clients and anticipating their legal needs. He describes the various functions of business lawyers, including advising clients and managing business transactions. Cliff discusses factors influencing the functions performed by business lawyers, such as age, client type, and legal environment. He highlights the perception challenges faced by business lawyers, especially those working in-house, and the importance of understanding the client's business. Cliff stresses the need for business lawyers to be proactive and informed about changes in the client's industry and legal environment.
Advising and Counseling Clients
Cliff explains the importance of advising and counseling clients, emphasizing the need to ask clarifying questions before providing answers. Cliff highlights the need to discern legally significant information from background details when answering client questions. He shares insights on how clients often frame questions to achieve specific outcomes and the importance of probing for more information. Cliff emphasizes the need for business lawyers to provide practical advice that considers the client's goals, rather than just legal analysis.
Managing Business Transactions
Cliff discusses the role of business lawyers in managing contracts and business transactions, emphasizing the importance of early involvement. He explains the historical context of legal documents and their role as tickets to the courtroom when disputes arise. Cliff highlights the importance of structuring business transactions and understanding the client's business objectives. He stresses the need for careful negotiation and documentation of terms in transaction documents to avoid future disputes. Cliff advises involving tax professionals early in the transaction process to prevent last-minute complications.
In-House Counsel Dynamics
Cliff outlines the dynamics of working as in-house counsel, emphasizing the hybrid role between business and legal responsibilities. He discusses the perception challenges faced by in-house lawyers and the importance of maintaining professional objectivity. Cliff highlights the need for in-house counsel to manage relationships with outside counsel and business executives effectively. He emphasizes the importance of earning trust, performing triage, and understanding the power structure within the organization. Cliff advises in-house counsel to manage deadlines and commitments while being accessible to key stakeholders.
Ethical Considerations for Business Lawyers
Cliff discusses ethical considerations for business lawyers, focusing on the Model Rules of Professional Conduct. He highlights the importance of confidentiality, diligence, and keeping clients informed as fundamental duties. Cliff explains Rule 1.13, which defines the organization as the client and addresses the challenges of conflicting interests within the organization. He discusses the duty to speak up when legal advice is ignored and the potential need to act as a whistleblower. Cliff emphasizes the importance of documenting advice and maintaining ethical standards when dealing with clients and other professionals.

Please note this AI-generated summary provides a general overview of the webinar but may not capture all details, nuances, or the exact words of the speaker. For complete accuracy, please refer to the original webinar recording.

Continuing Legal Education (CLE) Credits

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California CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: June 30, 2026

South Carolina CLE

Status: Approved

Credits: 1.00 General

Difficulty: All Levels

Earn Credit Until: December 31, 2025

North Carolina CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: February 28, 2026

Texas CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: June 30, 2026


This presentation is approved for one hour of General CLE credit in California, South Carolina (all levels), and North Carolina. This course has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.00 credit hours.

Justia only reports attendance in jurisdictions in which a particular Justia CLE Webinar is officially accredited. Lawyers may need to self-submit their certificates for CLE credit in jurisdictions not listed above.

Note that CLE credit, including partial credit, cannot be earned outside of the relevant accreditation period. To earn credit for a course, a lawyer must watch the entire course within the relevant accreditation period. Lawyers who have viewed a presentation multiple times may not be able to claim credit in their jurisdiction more than once. Justia reserves the right, at its discretion, to grant an attendee partial or no credit, in accordance with viewing duration and other methods of verifying course completion.

At this time, Justia only offers CLE courses officially accredited in certain states. Lawyers may generate a generic attendance certificate to self-submit credit in their own jurisdiction, but Justia does not guarantee that lawyers will receive their desired CLE credit through the self-submission or reciprocity process.

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Speaker
Cliff Ennico
Cliff Ennico Attorney
Law Office of Clifford R. Ennico

CLIFFORD R. ENNICO (www.cliffennico.com) is widely considered to be one of America's leading experts on the legal and tax problems facing entrepreneurs and privately-owned businesses. Read More ›

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