I am a junior associate (CO 21) doing a divisive merger for a small client with assets in the $1mm range. Partner is non existent and non responsive to emails. There are clear red flags in how some of this stuff has been requested to be handled by the client. I have expressed to partner that I want to write a CYA memo discussing these points, partner has not responded. Deal closes Dec 31. At what point do you just send the CYA memo yourself to protect yourself, or discuss with another partner?

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Nothing stopping you from writing a memo to file. Don't throw anyone under the bus.

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CYA memo, keep pressing to discuss with partner (call, email, go to their office, maybe text them if they text) and if that fails, discuss with another (approachable) partner. I would discuss with a mentor partner or the head of the group (ours is very approachable).

likesmart

Agree with A2. I would send the draft CYA memo to partner, rather directly to the client at your level.

Obviously I don’t know exactly what the issue is, but I’ve been in your situation as a 1st/2nd year, and sometimes clients don’t really care about the “legal hoops” and just want to get the damn thing closed. So we follow up with a CYA - e.g. just to confirm, we had a conversation where we discussed xyz risks, and you indicated you are comfortable closing without an enforceability opinion from local counsel, etc.

likesmarthelpful

Call your partner. Leave message saying it's urgent if he doesn't pick up.

Speak with a senior associate first re your concerns.

If you can't reach your partner, then speak with another partner. 2nd years shouldn't handle mergers alone, no matter how small the deal.

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Yep. Call, email, leave VMs, send carrier pigeons, whatever. Do all you can and talk to another partner in the meanwhile.

Now. Never risk your career and license for people who clearly don’t give a shit about you, be they clients, partners, or anyone else.

likehelpful

Just write it. You have your law license and you have your own ethical duties.

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Have you tried calling them vs email? Try work and cell phone.

likehelpful

No one is saying to record? They are saying call to get touch to get help. When did the phone become obnoxious? I am also not some boomer if you are going to call me one.

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I would ask another partner if i were you

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I also work for an absent partner and get it. (For example, the guy went to Florida during the Hurricane to fucking board his condo and ride it out there, like take the insurance dude wtf - meanwhile left me completely alone to close $8m loans and work through IRS issues. I had been at the firm in that brand new practice area for about 5 months at that point).

The guy never responds to my calls, emails, or texts until it’s critical and even then it’s really 50/50 so I learned to cover my ass first always.

Always call first and follow up with an email saved to the matter that shows you tried reaching out. I tend to call first and then if he doesn’t call back in an hour or so then follow up email is “tried to call at 2:00, I have some questions/concerns about XYZ. Can you give me a call at your convenience.”

As things get closer to closing I get more and more annoying in my communication like email individual questions marked high importance and I’ll even request a read receipt with calls, texts peppered throughout. eventually I will call in someone else. Think similar practice groups, other partners you work with, mentor, office manager, etc and get drastic if you have too.

If you don’t wanna come off like you’re whining to people above you, say you’ve been unable to get answers, need the immediate answer, and would love for recommendations on things to read/review to better understand the issues and learn from this in the future. Literally none of that is false and you should have the receipts the prove it.

I know it’s annoying, but leverage this into an opportunity for yourself to learn how to run matters and figure things out on the fly that will make you invaluable as you grow into this career.

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Nothing from an associate grabs my attention like a printed draft with one question handwritten at the top. The more specific the question, the more likely I deal with it before I put the paper down again.

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Is there someone between you and the partner who is assisting? Email partner, and copy senior associate or junior partner? Get it flagged as the issues in writing and to more than one person. It can be back up as well as they may be more familiar with how big the risks are and how to handle it.

Call. But I have never had to write a CYA memo before for a divisive merger so I’m not sure exactly how that would come about. Seems fine so long as you’re following the statute and if you’re not it seems like you’d just need to flag that for the client and make it clear that that wouldn’t work the way they want to set it up and then make sure you get the certificate of merger precleared with the applicable SOS office

Assets being moved around that will almost certainly jeopardize a prenup but client doesn’t care because “whatever, she can take half of what I own if we divorce.” Thus, hasn’t provided the prenup for me to review. Assets are also being moved around that are subject to a mortgage and financing statement. Not sure if the mtg allows for a divisive merger. One of the surviving entities will be sold to a 3rd pty, and if that person does not pay the note, all collateral that is clients would be at risk, I would assume, because he refuses to give the mtg.

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