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What kinds of issues and documents should a company have reviewed by a lawyer?

A: Businesses should consult a lawyer regularly about major transactions and compliance problems.  To provide adequate legal protection for a business, the company's lawyer should be involved whenever a major change occurs.  Some firms may wish for the additional security of having the company's legal documents reviewed on a regular basis, preferably at least once a year.  An annual legal audit might uncover omissions, such as the absence of corporate minutes and changes in documents necessitated by changes in statutes and regulations.  The review of the annual audit with the client also provides the lawyer with the opportunity to discuss with the client recent legal changes so that the executives and employees will be alerted to potential problems and will be better able to comply with the changes.  As part of this process, the lawyer may uncover potentially serious legal problems at a time when they can be resolved in an efficient, cost-effective fashion.

Items ripe for review include, but are not limited to: 

• Basic constituent documents (for example, articles of incorporation, bylaws, and stock transfer records of a corporation; the articles of organization and operating agreement of a limited liability company; the partnership agreement; and, in a limited partnership, the certificate of limited partnership);
• Employment agreements;
• All leases, licensing agreements, and other contracts with third parties, with particular emphasis on termination dates and renewal options;
• Insurance policies, with an emphasis on policy limits;
• All standardized contract forms used by the business--for example, purchase order forms, warranties, brochures, and the like;
• Internal policy and procedural manuals--for example, the employee policy and procedures manual, or the antitrust compliance handbook;
• Transactions that require additional documentation, such as official minutes;
• Regulatory compliance--for example, environmental regulations, ERISA problems, and Securities and Exchange Commission requirements;
• Structural changes in the business organization--for example, conversion to another business form, or the adoption of a retirement plan or a fringe benefit plan;
• Tax-planning issues--for example, S Corporation status, legal audit, or alternative minimum tax review;
• The filing of tax returns, licenses, and reports;
• Pending and potential litigation involving the company; and
• Recent legal developments affecting the business.

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