Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 93
LIABILITY OF CORPORATE
PROFESSIONALS
Section
§ 93.01 Introduction
§ 93.02 Corporate Counsel
§ 93.03 --Liability to Nonclients
§ 93.04 --Malpractice Standards
§ 93.05 --Breach of Fiduciary Duty, Including Conflict of Interest
§ 93.06 Corporate Accountants
§ 93.07 --Liability to Nonclients
§ 93.08 --Malpractice Standards
§ 93.09 --Breach of Fiduciary Duty
§ 93.01 Introduction
Corporate professionals are often named as defendants in corporate
litigation. This Chapter analyzes the basis for liability of corporate
counsel and corporate accountants in Minnesota.
Federal securities law also imposes liability on attorneys or
accountants who assist in preparing the prospectus and other related
statements. This Chapter will only briefly refer to the potential liability
imposed by those laws.
§ 93.02 Corporate Counsel
Because of attorneys' unique role under the law, an attorney is rarely
liable to a nonclient in the absence of fraud or an intentional tort.
However, the corporate attorney may find himself or herself liable to a
person not understood to be a client because the court finds an attorneyclient
relationship existed.1
As discussed in Chapter 78, counsel must identify the client to avoid
breaching either her duties or the applicable standard of care.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis