Using Lawyers’ Professional Services

by David S. Abrams

Industrial hygiene consultants generally are not lawyers. Just as other professionals look to us when the need for specific expertise arises, we sometimes need to consult legal experts.

When should we call our lawyer? This depends on each person’s level of risk tolerance. Those who are risk-tolerant will likely research many of these topics on their own and may even handle the paperwork themselves. Those who are risk-averse will likely look to counsel for advice and assistance with myriad issues.

Legal advice can be valuable in many aspects of our business. It can help us understand our risks; for example, with incorporation, contracts (terms and conditions), dispute resolution, intellectual property, mergers/acquisitions and forming partnerships.
I look to my lawyer for information that can help me understand the risks associated with various decisions. I want enough information to allow me to make my own decision; this is important to me.

Incorporation

There are pros and cons to the different types of corporations, and there are pros and cons to incorporating at all. Choices include incorporation, sole proprietorship, partnership and others. The choice of which type of business to adopt, if any, will depend on each individual’s needs and his or her tolerance of risk.

Contracts

It is the lawyer’s job to protect the client’s best interests, but this can result in rather one-sided contracts. Because I believe that a good contract offers equal protections to both parties, I worked with my lawyer to develop standard terms and conditions that reflect my philosophy. In doing so, my lawyer was able to make sure that issues were clearly addressed and that ambiguity was eliminated. Most of my clients accept these terms and conditions without comment, and I did not feel the need for additional counsel for about the next two years.

When I did contact my lawyer to discuss contracts, it was in response to three clients who presented their own terms and conditions and contractual requirements. In each of these cases, I asked my lawyer to review those requirements and provide advice on areas where negotiation would be worthwhile. He helped me understand important terms in the agreements. In doing so, I was able to avoid potential delays in payment and pitfalls that could lead to litigation.

The lawyer can also identify risks associated with unclear details, such as when payment is due or who has responsibility in certain situations. Lawyers can help bring up the difficult, uncomfortable or even embarrassing issues in a negotiation so that they are resolved up front.

Dispute Resolution

If there is litigation, the need for a lawyer is clear. I look to my lawyer for advice on how to avoid or resolve a dispute before litigation starts. He helps me analyze the facts leading to the dispute, reviews any contracts or other pertinent documents and provides advice on my legal rights and options. As a member of my team, he often brings perspectives that have not occurred to me in solving a particular problem. If he has been successful (in my opinion), the conflict is resolved without litigation because I have been armed with ideas and arguments that helped me avoid court.

Intellectual Property

Many of us develop software, create tools for training or audits or write books. These can raise issues of copyright, trademark and intellectual property. Attorneys can advise on the costs and benefits of protecting intellectual property. Legal services in these areas can be expensive; it is up to the individual to decide whether the risk of lost revenue justifies the costs of legal services.

Forming Partnerships

Consolidation is common in our industry. As we grow, we find the need to work with others. We may wish to offer partnership to key employees to assure succession or stability in our organization. Legal advice on this topic allows us to frame the partnership within the laws of the state in which we work and protect our interests as we move forward with the new business structure.

Mergers and Acquisitions

Mergers in industrial hygiene consulting are no different in many respects from those in other industries. As organizations seek growth, they often look to purchase market share through the acquisition of another organization. As with partnerships, legal advice can help provide a clear understanding of the agreement and protect the best interests of both parties.

Far from being exhaustive, the above is meant as a brief rundown of areas where an understanding of the risks associated with different decisions will help us make more informed decisions and control our risks. Each person has his own tolerance to risks and his own need for outside advice. Working within one’s own framework, legal advice can help build and sustain an industrial hygiene consulting business.

Abrams prepared these comments on behalf of the Consultant Special Interest Group. He is with ARS Environmental Health Inc., Minneapolis.