Q: Dear Ethics Lawyer, I represent a good friend who has built a very successful business. He offered me an opportunity to join with him to start a different new business venture together. I met with him and told him that in negotiating or putting together the terms of the venture with him I would not be acting as his counsel and that he should consider seeking independent counsel. The deal we put together is fair and reasonable to my friend, who also told me that he consents to my involvement in the transaction while continuing to represent him in other legal matters. I went ahead with the transaction. Have I done anything unethical?
A: You have generally focused on the correct matters concerning business transactions with clients under Model Rule 1.8(a): (1) the transaction and terms must be fair and reasonable to the client; (2) the client must be advised of the desirability and opportunity to seek independent counsel; and (3) the client must give informed consent to the lawyer’s role in the transaction and its essential terms. But it is not sufficient that these things merely occur or exist—all three of these requirements must be confirmed in writing in a manner that can reasonably be understood by the client. Rule 1.8(a)(1)-(3).