Third-Party Legal Opinions in Corporate Transactions

Stanley Keller is speaking at a Strafford live webinar, "Third-Party Legal Opinions in Corporate Transactions" on June 27, 2017.

Counsel providing third-party opinions in support of corporate transactions face potential third-party liability if the opinion is defective and negligence can be shown. For this reason, special care should be taken to thoroughly understand the transaction to which the opinion pertains and the underlying facts and authority on which it relies. 

Attorneys providing opinions in support of corporate deals should ensure that proper due diligence is conducted prior to issuing the opinion and that the opinion is supported by credible, enforceable transaction documents. Law firms should also investigate whether their liability insurance is adequate to cover the risks inherent in issuing third-party opinions.

When preparing opinions, attorneys must take measures to ensure the accuracy and completeness of their opinion. Counsel should carefully define the scope and limitations of the opinion, balance the interests of the opinion giver and recipient, and consider whether to include risk mitigation provisions, such as indicating the applicable law in the event of a legal dispute. The panel will provide guidance to corporate counsel for providing third-party legal opinions in a variety of transactions. The panel will review the risks and potential liabilities for the opinion giver and outline risk management best practices when giving an opinion, including insurance coverage considerations for law firms.

Key Issues:

• What potential pitfalls do attorneys face when giving third-party opinions in corporate transactions?
• What are the current trends in the marketplace concerning law firms’ willingness to provide third-party opinions?
• What due diligence steps are critical for counsel preparing third-party opinions to minimize risks and liabilities?
• What role, if any, does law firm liability insurance play in mitigating risk for providing third-party opinions?

After the presentations, there will be a live question and answer session with participants so we can answer your questions about these important issues directly.