Legal Question in Business Law in Michigan

My friend of mine is preparing to sign a membership purchase agreement with his friend's company, which consists in two business partners who currently hold equal 50% shares in the company. He was told that before signing the membership agreement to purchase a minority share in the company, he would need to hire an attorney to review the membership agreement and establish a C Corporation on his behalf. The purchase agreement was drafted by the attorney who represents both partners.

Over lunch, this attorney "referred" another attorney, an acquaintance of his, to my friend to perform these services. Not only have the financial documents involved in the agreement NOT been certified by a CPA, my friend has not sought any independent legal counsel prior to this. Is it a bad idea for him to accept this referral to the review the agreement? Is there a conflict of interest here? Finally, is it the attorney's duty to verify the accuracy of the financial documents, and should my friend request that a CPA certify the company's financial statement?


Asked on 9/12/10, 5:40 pm

1 Answer from Attorneys
Bartosz Kmiec Law Office of Bartosz A. Kmiec, PLLC

From the way you framed your question there may be a conflict and in situations such as this it it always prudent to seek independent advice. Additionally, both the attorney and the client can work together to verify the documents.

I work on such cases and may be able to help. You may contact me at (586) 354-3279 for a free consultation.

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Answered on 9/17/10, 6:01 pm


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