Legal Question in Business Law in New Jersey

In general, there is no prohibition for a director of a company to also be an attorney. In fact, under rule 205 the SEC encourages public companies to have an attorney on their boards. The real question revolves around specific issues that may present a conflict of interest for the attorney-director. In such a case, the attorney-director would need to recuse themselves and refer the specific issue to outside counsel.

If you need outside counsel, I would be happy to chat with you further. Feel free to contact my office at your earliest convenience.

Roman R. Fichman, Esq.

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Disclaimer: This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.

For NJ attorneys, it does not, in and of itself, create a conflict. But there are a number of potentially problematic ethics issues. Please feel free to contact me for more information. 973-921-0600.

Kindly note and remember that my response is merely a general comment on the law related to your question, and NOT legal advice or opinion. Also, your question and my response does NOT create an attorney-client relationship between us. You cannot rely upon what I have written, because I do not have all of the information that I need to advise you or render an opinion. Even simple facts you have not shared can completely change my answer. For me to give you legal advice or opinion, you would need to hire me to be your lawyer, and then we would need to discuss this in detail and go over the documents.

IRS CIRCULAR 230 DISCLOSURE: As required by U.S. Treasury Regulations governing tax practice, you are hereby advised that written advice contained herein (if any) was not written or intended to be used (and cannot be used) by any taxpayer for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code.

Please visit my website! www.bgartenberg.com or call me if you�d like to learn more about me or my practice. Thank you.

With best wishes,

Barry F. Gartenberg, Esq.

In addition to ethics issues, there is an issue which arises from a difference in expectations of the Company's principals and you as to when, in preparation for and participation in the meeting or conferernce calls you, are acting as a lawyer for a fee as opposed to a director who is not being compensated for the time. A misunderstanding on this can result your not being fairly compensated and in a rift in your relationship with the client.

If you would like discuss this further, please call me (973) 228-6786

Philip L. Chapman, Esq.

Of Counsel

Lum, Drasco & Positan, LLC

103 Eisenhower Parkway

Roseland, NJ 07068

If you would like to know more about me, visit either www.lumlaw.com

or www.superlawyer-nj.com