An attorney who is asked to represent more than one party to a buy-sell agreement must address certain fundamental conflict issues that arise in all joint representations. these issues concern the idenity of the conflict, its suitability for waiver, and the procedures for establishing a valid waiver.
A critical initial step in representing any client is to consider whether a conflict of interest exists. In most buy-sell situations, it is unlikely that there will be a complete absence of conflict.
For example, a disparity in the ages of the partners or shareholders or in their individual net worth could significantly influence the structure of the buy-sell agreement. Simiarly, disparate funding obligations of buy-sell terms for the shareholders may lead to a conflict.
If a conflict does exist, the attorney must determine whether the conflict can be resolved by obtaining the written consent of one or more of the parties. Under the proper circumstances, having a single attorney represent multiple parties may result in a simpler transaction, reduced legal fees, and certainly a more harmonious relationship than if each party is in fact represented by separate counsel.
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