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Suppose that Sam Scientist has just invented some technology with potential for great commercial value. Lacking the resources to develop the technology, she approaches BigCorp. It's in the best interest of both Sam and BigCorp to make a deal.

Sam is an expert in this technical field but has very little expertise in evaluating attorneys. Meanwhile, BigCorp has many attorneys who are specialized in this particular area of tech. Even though no one will be negotiating in bad faith, everyone understands that it's important for Sam to have a good lawyer for this process.

Would it be ethical for a lawyer employed by BigCorp to recommend someone to represent Sam in her negotiation with BigCorp? Should Sam accept such a recommendation if one were offered?

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    The ethical rule requires a lawyer dealing with an unrepresented person to tell them that they could or should hire a lawyer in some cases. Better practice is not to recommend anyone in particular at all to non-clients who are adverse to your client. But, those points don't answer the question. The fact that this is a transaction rather than litigation is also relevant and makes it less troublesome.
    – ohwilleke
    Jun 30, 2022 at 20:13

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This very much depends in BigCorp and the whole situation.

BigCorp has three sums of money: what they pay you, the cost of turning it into a product, and the profits of the product. Usually the first amount is much smaller than the second, and that is much less than the third. Ripping you off won’t save them much. Having a contract that rips you off but can be challenged later successfully would be the worst case for them.

So the best case for BigCorp is lawyers that set up a contract that is fair, bullet proof, and is created by lawyers that cooperate to keep the cost down. BigCorps lawyers probably know someone who will work in your interest just fine. Their worst bet would be lawyers that don’t work for your benefit, and then you manage to throw the contract out when it turn out to be not in your interest.

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  • In a somewhat similar case, BigCorp provided the names of three attorneys, not a single person. Jun 30, 2022 at 22:01
  • I could think of at least 1 company associated with an ex President that would not take such a "good for you is good for me" approach.
    – Tiger Guy
    Jul 1, 2022 at 15:27
  • @TigerGuy - Real life is often messy that way but luckily in this made-up example everyone wants the deal to happen and won't do anything underhanded.
    – Steve V.
    Jul 1, 2022 at 22:03
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I don't think they will give a single name. In a somewhat similar case I am aware of, a BigCorp provided the names of three suggested attorneys, not a single person.

I have seen the inverse of this. I was negotiating with a BigCorp and they wanted to have the right to veto specific attorneys I might engage. They said give them three names and they promised to not veto all three.

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  • Whoa, whoa, whoa!?! A right to veto attorneys you might engage?!?!?! Jul 1, 2022 at 0:39
  • It seems unreadable but anyone can decline to negotiate with someone else under whatever reasoning they like. Jul 1, 2022 at 0:51
  • Hm! I guess so. But then that's sort of a meta-negotiation? Oof... I see your point. Jul 1, 2022 at 0:52
  • ... and vague threats to engage unspecified attorneys... I see the manifest reality, but/and it makes me glad I didn't go in such directions in my own work-career. Dealing with impractical/unreasonable mathematicians is bad enough... :) Jul 1, 2022 at 0:54
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    Signing a contract should be easy. Both sides offer fair terms, the solicitors remove loopholes, should all be easy. Some solicitors will manage to turn this into an adversial and painful exercise with no benefit for the client just to increase their billable hours. BigCorp might then say “if you want XYZ as your solicitors, we are not even going to talk to them”.
    – gnasher729
    Jul 1, 2022 at 7:26

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