Inside the Minds: The Corporate Lawyer: Corporate Chairs From Dewey Ballantine, Holland & Knight, Wolf Block & More on Successful Strategies for Business Law

Overview of Corporate Law Practice. Part 1.
Jerry B. Black
Wilson, Elser, Moskowitz, Edelman & Dicker, LLP
Partner, Head of Corporate Practice Group

Introduction
The practice of corporate law is extremely diverse, involving intellectual, technical legal, business, judgmental, practical, relationship and personal skills. The ability to combine skills in all these areas will contribute significantly to the success of the corporate lawyer and the personal rewards and satisfaction which the corporate lawyer will derive from the practice of corporate law. To provide an overview of factors which are relevant to the successful practice of corporate law, there is discussed briefly below the role of a corporate lawyer, the corporate lawyer-client relationship, understanding the needs and objectives of a client, the success of the corporate lawyer, current trends and key issues, and some observations regarding personal issues involved in corporate law practice. The discussion is intended only as a succinct overview of subjects, which are diverse and complex, but will serve as an introduction and provide a basis for further consideration and analysis by the reader.

The Role of a Corporate Lawyer
The role of a corporate lawyer may be extremely varied depending upon the needs of the client, the purpose or purposes for which the corporate lawyer is retained, the applicable circumstances, the expectations and needs of a client and the corporate lawyer’s personal views of the role and responsibility of the lawyer both as a general matter and as a corporate lawyer. The principal aspects of the role in general terms include advising the client, implementing the business objectives of the client, protecting the interests of the client, limiting risk to the client, providing general and transactional business advice, negotiating business and documentation issues, and drafting relevant documentation. These general statements regarding such a role are discussed in additional detail below.

Advising the client. Advising a client will vary considerably depending upon the role or mandate of the lawyer and the nature of the client’s needs, but in the broadest sense includes providing views, suggestions, commentary and ideas regarding a matter or an issue. This may involve analyzing the risks, problems and strategy of achieving objectives, particularly the client’s objectives while limiting the level of risk to the client. The role may vary considerably depending upon the knowledge and skills possessed by the client. Thus, certain clients may require very little business advice regarding some or all issues and in structuring solutions to issues and problems, while others may require a great deal. The needs of a specific client may vary depending upon the client’s familiarity with a specific matter. For example, the client may be very familiar with certain types of matters and transactions and very inexperienced in others. Certain clients may have little awareness of the relevant legal issues, while others may be very familiar with some and unfamiliar with others; some may be very familiar with the legal issues relevant to that client. Thus, the extent and nature of the advice both requested and needed may be very different. This will influence the nature of advice the corporate lawyer should provide the client.

At times, the corporate lawyer may act as much in the capacity of a business advisor as a lawyer. The corporate lawyer should focus on business issues that affect the client and bring relevant business developments and the lawyer’s previous experiences relating to client matters and issues to the client’s attention. In addition, as appropriate, the corporate lawyer advises the client regarding business questions raised by the client. The lawyer may also identify business opportunities or assist the client in developing or taking advantage of existing business opportunities or situations. For example, the lawyer may help the client find or establish a new customer relationship, find a supplier on favorable terms, or find financing through other clients or other legal and business dealings the lawyer has.

Implementing Business Objectives. To implement the client’s business objectives, the lawyer must understand the client’s business, short and long term goals, financial position, and the importance of the issue or matter to the client in terms of financial, business strategy and other objectives. The lawyer should understand the client’s priorities in all these respects, what the client considers non-negotiable, and the degree to which the client may concede on a particular issue, which may be critical as part of the negotiation process, particularly in terms of the overall relationship of issues and objectives in a specific matter and even in connection with a series of related or even unrelated matters. The lawyer should also be able to recognize the difference between a business issue and a legal issue, since generally the client will not and often should not rely as much on the lawyer to be instrumental in the analysis or resolution of what are primarily business issues or decisions. The lawyer should be able to set out alternatives that will permit the client to achieve its goals while not compromising its priorities. The alternatives should be presented in terms of achieving a specific objective and also in terms of their relationship to achieving other objectives and issues on both a short-term and long-term basis.

Protecting the Interests of the Client. Client interests will change with each client and each transaction. The client’s interests should always be the lawyer's first priority. The lawyer must understand the client’s interests, which should be articulated by the client and may sometimes be supplemented by the views and experience of the corporate lawyer. The nature of such interests should be reviewed with the client on a continuing basis, since such interests may change substantially or at least in part from time to time. The corporate lawyer should always be sensitive to situations in which the interests of the contact person with whom the corporate lawyer deals on behalf of the client diverge with the interests of the client.

Limiting Risk to the Client. The corporate lawyer must understand all the legal and business risks the client may face or which may arise in the course of a transaction or general representation of the client to properly assess, explain and limit such risks. The corporate lawyer’s role is to inform the client of all potential risks and permit the client to assess its willingness to assume each particular risk or the risks taken as a whole. In assessing risk, two basic aspects to be examined are (i) the likelihood of an event actually occurring and (ii) the potential impact of such an event on the client’s business. The lawyer and client typically work together closely in this area, assessing each risk and how it may be limited should it arise. The assessment will depend upon the specific facts in a particular situation and often upon industry practices and considerations influencing performance of a legal and/or business issue.

The handling of risk first involves the assessment of risk. Assessment should be on both a quantitative and probability basis. Quantitative analysis involves development of a range of dollar exposures. The probability basis provides a percentage estimate of the probability of given results. The decision to assume specific risks should be made by the client after receiving the lawyer’s analysis. Risk tolerance may vary considerably from client to client. Business risks relating to legal developments may exist which may not be subject to quantification, but which may be judgmental in a quasi-business sense. Thus, risk analysis may be of a financial nature, based upon the client’s business position, or on business or general principles.

Even after comprehensively evaluating risks for the client, the consequences of such analysis and related decisions can result in considerable uncertainty. Risk analysis is rarely subject to precise quantification. Risk analysis should be comprehensive and as thorough as possible to avoid the occurrence or effect of issues which may arise or be recognized belatedly, have not been addressed, or not satisfactorily addressed. The failure to recognize or the belated recognition of an issue will create a disadvantage for the client and often delay and complicate achievement of the client’s objectives.

Negotiating Business and Documentation Issues. A lawyer’s approach to negotiation can have a profound impact upon a transaction. The attorney must determine whether it will be more productive to take a hostile or friendly approach or to be aggressive or conciliatory. Often this is determined by the relationships of the parties and/or the personality and negotiating techniques of the lawyer on the other side of the transaction. The lawyer must assess the importance of each issue to his client and determine which issues may be conceded and which may not. This may involve a careful balancing of priorities and tactics. It may be particularly useful to concede on secondary issues in order to prevail upon important issues. The amount of leverage the client has with the other party or its need for the transaction will often affect the lawyer’s approach to the negotiations.

Drafting Relevant Documentation. The lawyer must assess what forms of documents and/or agreements must be prepared to properly document a transaction. A transaction may require multiple documents each of which sets forth a small segment of the entire transaction but without which the transaction would not be properly documented. There are often multiple ways in which a transaction may be documented, and the lawyer must assess which way is in the best interests of his client. In most circumstances, documents should be drafted precisely, so that a third-party not familiar with the parties’ intent at the time of contracting may not interpret language to mean something it does not. The parties’ intention and the transaction’s terms should be drafted with clarity and precision to avoid possible misinterpretation. Sometimes, however, it may be necessary or in the client’s best interests to leave a document less precisely drafted, because the parties may not have considered all issues fully and even prefer not to do so. This tactic may be necessary to move a transaction or matter forward when the parties are unable or unwilling to define the terms of a specific part of a transaction. This method may not be completely desirable but should be acceptable if the risks are fully explained to the client and the client understands them.

The Lawyer-Client Relationship
The lawyer-client relationship can vary considerably, depending upon the business and needs of the client. It can also depend upon the client’s reasons for retaining the lawyer. In the case of general corporate clients, the work may include a full range of services such as contracts, real estate, human resources, marketing, and transactional matters involving acquisitions, divestitures and financings. Some clients may engage a lawyer to handle a specific transaction, such as an acquisition, divestiture or specific securities law matter, while others may engage a lawyer as general counsel, contacting the lawyer on a regular basis with questions or issues that arise in the course of doing business. Often the retention of a lawyer may relate to a specific matter but later be expanded to another or to a full range of matters.

Often the corporate lawyer can provide business advice and insight as well as strictly legal advice, depending upon the nature of the client, the lawyer’s relationship to the client, and the lawyer’s specific knowledge of the non-legal aspects of a business matter. The ability to analyze business and issues in more than only a legal sense adds considerably to a lawyer’s value to the client. An example would be in connection with a financing. The lawyer may have knowledge of comparable financing arrangements and terms if particularly experienced in financing matters, including finding or arranging financing. The lawyer may also provide access to new customers, regulatory authorities, and others, and identify and provide information on and evaluation of other professional advisors. In addition, the lawyer can provide the perspective of a third party not involved directly in a matter and thus provide objectivity. The ability to provide business advice of a general or specific nature makes the lawyer more effective as an advisor to the client and in representation of the client.

Providing outstanding service in a cost-efficient manner is key to an excellent lawyer-client relationship. Excellent service requires first that the lawyer respond promptly to the client. This means responding quickly to communications, particularly telephone calls. Second, client risks and issues should be identified and resolved in the most favorable manner possible under the circumstances. Third, documentation should reflect the terms of a matter properly and protect the interests of the client. Cost-efficiency in providing services requires that a lawyer evaluate the business cost to the client compared to the cost of the legal services. For example, expenditure by the client of $25,000 in legal fees to solve what may be a $10,000 legal problem does not make sense, unless there is a broader non-financial issue involved. Part of excellent service it to be in contact with the client on a regular basis to discuss business questions and to be current on business development. This is important because the client may not be aware of actual or potential legal issues, which may arise as a result of actions taken or omitted.

The value added by the lawyer’s work should be at least equivalent to and preferably substantially exceed the cost of the lawyer’s services. If not, the client will not believe the lawyer is making a positive contribution and that the lawyer’s work contributes added value. It is important that the client believes the lawyer is helping the client advance the interests of its business. Quality of legal services, both in technical and responsive respects, is a critical consideration. It is essential to instill confidence in terms of advice, insight, technical competence, responsiveness and reliability. It is important that the client feels the lawyer shares the client’s interests and that the lawyer is dedicated to protecting and advancing those interests. It is also desirable that lawyer project as a concerned human being with a genuine interest in the individuals acting on behalf of the client.

The client’s confidence in the lawyer’s integrity is fundamental to developing and maintaining a lawyer-client relationship. Generally lack of confidence will result eventually in negative consequences. It is important that the client and lawyer have a full disclosure relationship, since the lawyer cannot handle a problem or issue properly without knowing all relevant information.

The client’s success will often contribute to the lawyer’s professional success and practice development. By focusing on business issues, which affect the client, and by bringing business developments relating to the client’s business to the client’s attention, the lawyer will often foster potential for additional legal work from the client. The lawyer may also bring business opportunities or assist the client in developing or taking advantage of existing business opportunities or situations. For example, the lawyer may help the client find or establish a new customer opportunity, find a supplier on favorable terms, or find financing for the client through other clients or other relationships of the lawyer.

The nature of legal services rendered to a client depends considerably upon the client’s business. It can also depend upon the reasons for the lawyer’s retention by the client. In the case of general corporate clients, the work includes a full range of services such as contracts, real estate, human resources, marketing, and transactional matters involving acquisitions, divestitures and financings. Some clients may engage the lawyer to handle a specific transaction.

Understanding the Client
Understanding a client’s business is essential to providing outstanding legal services. Therefore, extensive research and investigation of the client’s business should be done when the lawyer is retained and it should be continually updated. To fully understand a client’s business, a primary source should be written materials relating specifically to the client’s business and more general literature relating to the industry in which the client conducts business. Financial statements and marketing materials are particularly useful. If the client is a publicly owned entity, SEC filings are especially informative. After reviewing such materials, a discussion with the client’s representatives responsible for different corporate and operating aspects of the business is important, not only to understand the specific business but also to develop a sense of relationships between the lawyer and the representatives of the client, both inside and outside the client’s organization.

Initial questions should cover organizational and administrative matters. It is important to clarify what role the client expects the lawyer to play and how the client desires the lawyer to handle those responsibilities. Other initial questions should include: How the lawyer interacts with the client; whether the lawyer is proactive or responsive to inquiries or assignments; which personnel at the client deals with the lawyer regarding specific matters; how the lawyer-client relationship is handled administratively (including direction and authorization to perform services, billing procedures, etc.).

Before entering into a new client relationship and as the first step in due diligence, the lawyer should determine (possibly through a firm database) if a conflict of interest exists between representation of the new client and that of an existing client. If other lawyers in the firm are familiar with the prospective client, requests should be made for them to pass along information regarding the prospective client. Available public information should also be reviewed. The lawyer should review carefully governmental investigations, criminal proceedings, an unsatisfactory explanation for a change of counsel, or certain types of allegations in civil litigation. The identity of current and past legal and accounting firms retained by the client is important: There can be some reliance that firms known to the lawyer have conducted due diligence, both in initiating a relationship with a client and maintaining it.

In summary, integrity, honesty, reliability and responsiveness are essential to developing and maintaining a client relationship. It is important that the client and lawyer have a full-disclosure relationship, as the lawyer cannot properly handle a problem or an issue without knowing all relevant information. This relationship takes time to develop, and the lawyer can encourage it by instilling confidence in the client that the lawyer is looking out for the client’s best interests. One of the lawyer’s most difficult tasks can be maintaining the client’s confidence when the lawyer believes legal and ethical standards may be compromised. Under these circumstances, the lawyer must assess the lawyer’s ethical obligations in respect to the client’s desires and determine if one can be accomplished without compromising the other. Though rare, there are times when the lawyer may need to withdraw from the relationship in order to maintain the integrity of the lawyer’s practice, even if the withdrawal jeopardizes the relationship of the lawyer with the client. Often in the case of withdrawal with respect to a specific matter, the client may conclude that the lawyer is not committed to the client and may prefer to terminate the overall relationship. If possible, the lawyer should explain the reason for the withdrawal in a manner consistent with the client’s interests. However, the lawyer should never permit any issue of ethical conduct inconsistent with acceptable professional standards.

Success as the Corporate Lawyer
A key element to the success of the great corporate lawyer is the ability to distinguish the importance of issues, identify the client’s priorities and develop creative, effective solutions to problems and issues. In any matter or transaction, it is extremely important to distinguish between issues that have significant financial and other consequences and are critical or otherwise material and those which are not of significant consequence to the client. This recognition will determine the amount of focus and importance the lawyer devotes or attributes to a given issue. The lawyer must also have an understanding of the client’s priorities in deciding which issues are of greater importance. A third important factor is to find or create solutions to problems, which may prevent a matter from proceeding. In a sense, a lawyer must be a dealmaker and not a deal killer. Clients want to know how something can be done and not why it cannot be done. A great corporate lawyer must possess the necessary technical skills, be able to evaluate risks, and know how to analyze and present the potential consequences of a particular course of action.

To be successful, a corporate lawyer must have particular insight into the business issues and problems facing a client. The lawyer needs an extensive knowledge of financial matters, a great deal of business and personal judgment and common sense, and the ability to instill confidence in the lawyer’s ability to address, manage and solve the client’s issues and problems. A willingness to work to the maximum on behalf of the client is also necessary. If necessary, the lawyer should be available to the client at any time on a seven-day-a-week basis.

As indicated previously, the lawyer’s diligence, devotion, concern, judgment and intelligence are relevant personal characteristics the client will consider important. Successful lawyers have the desire to do perfect or at least outstanding work, and the desire to excel professionally. Outstanding service should be cost efficient in terms of handling the project or issue presented. Simple, comprehensive, cost-efficient solutions and work product are appreciated by clients. The ability to interact with the client on a personal level is also valuable, as confidence in the lawyer is extremely important in the lawyer-client relationship.

It is necessary to be able to handle all aspects of an assignment and to staff the matter with lawyers exhibiting the appropriate level of experience and expertise. The legal team must handle its responsibilities in a highly competent and professional manner, and all legal personnel must be committed to doing whatever is necessary to meet the needs of the client. Each member of the legal team must be able to interact positively and cooperatively with the client and the other members of the legal team. Thus, a well-organized, team approach provides the appropriate expertise and staffing on a cost-efficient basis.

The nature of the staffing and responsibilities will be based upon the experience of the lawyers on the legal term. In the case of a partner in a group corporate practice, the responsibilities would include the following: advice to clients, drafting and review of documents, interaction with third parties, continuing professional education, marketing, and firm administrative matters relating to the client. The amount of time devoted to these areas will vary with the circumstances at a particular time and also with the responsibilities of the partner. This is a general list and not intended to be complete. In the case of a more junior corporate lawyer, the principal responsibilities will include drafting documents, research, and responding to client questions. The junior corporate lawyer should supply the support necessary for the senior corporate lawyer to respond to the client’s needs. In the interest of providing properly staffed, quality legal services, the importance of training junior lawyers to assume greater responsibility in general and for specific clients should be recognized.

In summary, the goal should always be to provide outstanding service to the client in a cost-efficient, effective manner. The lawyer’s work should add value that is at least equivalent to – and preferably substantially in excess of – the cost of the lawyer’s services to the client.

Negotiations. Negotiations are generally an important part of the lawyer’s services and successful negotiations are basic to maintaining an excellent relationship with a client. The approach to handling negotiations is vital to success. The first consideration is to determine and analyze the issues. This involves reviewing the history of the matter and the understanding of the parties. Second, the lawyer must determine the client’s position on the issues, the relative importance of the issues to the client, and the client’s flexibility relating to specific issues. Third, it is necessary to assess how significant each issue is to the other party. Fourth, the lawyer should attempt to determine the other party’s strategy and the positions and arguments it is likely to take. Finally, based on the foregoing, a negotiation strategy should be formulated. The lawyer must learn to concede on minor or secondary issues and devote more attention to important issues. Every effort should be made to avoid the other lawyer or business representatives from becoming hostile.

In entering negotiations, it is often helpful to indicate that the objective is to find mutually acceptable solutions to problems and not to appear simply as an advocate trying to win “points” for the client. Depending upon the conduct and demeanor of lawyers on the other side, it may be important to adjust one’s own approach and demeanor. The mindset is to be reasonable and to keep cognizant of and achieve the client’s objectives. The corporate lawyer’s objective should be to find solutions to business problems and not to achieve necessarily complete victory, which ultimately may be counterproductive.

Trends and Key Issues
It is important that the lawyer be fully informed of new developments to provide services that may be required due to changes in the law and the businesses of clients or in the manner in which legal services are provided. Being aware of law firm mergers, services provided in-house or by alternative service providers, and the costs of such services is also very important. It is critical to be aware of changes in applicable law, to think about what changes may occur prospectively in the law, and to determine how such changes may affect the businesses of clients.

The first factor is to be aware of new developments. This generally involves the use of information services and publications. Upon becoming aware of new developments, the next step is to assemble sufficient relevant material and information. The lawyer may decide to supply a general memorandum or newsletter to clients relating to the new developments. If the new development has specific relevance to the client, the lawyer may send a specific memorandum then determine if a meeting with the client would be constructive to discuss the new developments and how the client should adjust to them.

In the practice of corporate law, certain recent developments are of particular importance. Liability issues relating to directors, officers and even shareholders have become critical. Regulation has become more extensive. Scrutiny of matters by regulatory and other governmental agencies has increased. The actual or possible extension and application of criminal sanctions have been attached to situations which previously raised issues only of civil liability.

This trend has become increasingly noticeable, particularly because of Enron and other instances of corporate management fraud. The consequences have become critical to the continued effectiveness of management and may have a material adverse effect on the business of the client. Institutions, financial or otherwise, are often reluctant to do business with an ethically tainted client.

As a result, public companies in particular have required advice and the creation of internal policies to monitor and control activities in order to eliminate or reduce corporate fraud, or at least to be able to demonstrate that appropriate control or remedial measures have been taken. This has also become relevant to a lesser degree for privately held companies.

The liability of directors has become a major issue, especially during the last year or so. As a result, it has become more difficult to find individuals willing to serve as directors, particularly of publicly held companies. The effect has been the creation and implementation of control and review procedures to be exercised by management and ultimately by boards of directors to prevent fraud, particularly in terms of financial reporting and accounting. Sarbanes-Oxley has clearly had a significant impact, especially in terms of the traditional relationship between lawyer and client, as well as regulations adopted and proposed by regulatory entities. The outside lawyer for a publicly held corporation has increased responsibilities to report corporate wrongdoing of which such counsel becomes aware to the appropriate officers and, if there is not satisfactory remedial action, up to the board of directors of the corporate client. This responsibility of the outside counsel will likely raise issues regarding the attorney-client relationship and the extent to which the client will disclose information to the lawyer. Directors’ and officers’ liability insurance has also become a significant issue, both in terms of the availability or scope of coverage and premium costs for any type or amount of coverage.

Liability has become a major issue principally as a result of corporate fraud and inappropriate or excessive compensation issues relating to corporate officers. The need for legal advice and assistance from the corporate lawyer has increased dramatically in terms of creating and reviewing internal controls and reporting procedures, the creation of and increase in the roles of compensation consultants, and memoranda to officers setting forth the nature and scope of the risks. The purpose is to avoid the possibility of an issue arising and to advise on a specific issue basis as questions arise. Thus, advice on the appropriate action to be taken to avoid liability has become an important area for the corporate lawyer. In addition, director and officer liability insurance has become a significant area of discussion and analysis as a way to provide an additional layer of protection to corporate directors and officers.

Environmental liabilities, which have a long survival period, have also raised difficult issues in transactional matters. It is likely that environmental laws and regulations will become increasingly important in transactional matters. The solution to the allocation of liability in connection with environmental issues presents many concerns as a result of the long survival period of environmental liabilities. The increasing potential for director and officer liability and for environmental liabilities probably will result in the increased importance of these two areas of work for corporate lawyers.

An increasing trend is the internationalization of corporate law practice by additional mergers or the collaboration of law firms in multiple countries handling international corporate matters and issues. With the increase in international transactions and multinational transactions, law firms will have to establish their presence and capabilities in multiple jurisdictions to be able to handle all aspects of multinational legal issues and transactional matters. In addition, many mergers and acquisitions are driven by the need to have the multinational presence necessary to represent major corporations internationally in connection with their worldwide business matters.

Personal Observations
The practice of corporate law can be a stimulating, satisfying experience. However, certain developments in the practice of corporate law may change the nature of the traditional experience of a corporate lawyer. For example, it would be desirable for the lawyer to maintain a more traditional relationship with the client instead of having to serve as a type of agent for governmental agencies, which appears to be one effect of the Sarbanes-Oxley legislation. Because of the increased size of major corporate law firms, the commercialization of the practice of law, and the need for lawyers to provide services internationally to support this growth, the more collegial work environment in law partnerships and the practicing of a profession have suffered. The practice has become more of simply being engaged in a business.

For success a corporate lawyer should enjoy the work, be responsive to clients and make certain that services are value-added. Clients invariably want to feel that the corporate lawyer is focusing on the client’s issues and problems and providing the client with whatever attention is necessary. The corporate lawyer must want to make a meaningful contribution to solving client issues. In negotiation, it may be important to bend to conquer. Analysis of the position of others by trying to see the issues from their perspectives is very helpful in negotiations.

Corporate lawyers must always attempt to provide the best effort and quality of work of which they are capable. They must be motivated to produce their best work product, even if it requires personal sacrifices. Clients will appreciate the effort and understand that the lawyer is right for the client.

A partner with Wilson, Elser, Moskowitz, Edelman & Dicker, LLP since 1990, Jerry Black has practiced in many disciplines of corporate law. In the area of mergers and acquisitions, Black has structured, negotiated and prepared legal documentation for more than 400 domestic and foreign mergers, acquisitions, divestitures, and leveraged buy-outs of publicly and privately held companies. He has handled all aspects of more than 200 public offerings and private placements under the 1933 Act representing both major underwriters and issuers, filings and compliance under the 1934 Act and the Investment Company Act and SEC Enforcement Division matters. In the area of financing, he has overseen SEC registered public offerings, private placements, Eurodollar and Eurocurrency public offerings, revolving credit agreements, term loan agreements, Eurocurrency revolving underwriting facilities, lease financings, sale and leaseback transactions and sale of tax benefits transactions, joint ventures, project financings and industrial revenue and pollution control financings. In his corporate practice, Black has experience with a full range of matters, including licensing and distribution agreements and the negotiation and preparation of all types of contracts and commercial agreements, litigation, contract disputes, arbitration, real estate, corporate structuring, the preparation of corporate organizational documentation, shareholder questions and directors and officers responsibility and liability issues. In the international arena, he has structured, negotiated and prepared legal documentation for the purchase and sale of foreign subsidiaries and assets, and public offerings and private placements of securities of foreign issuers in the U.S. Black’s professional memberships include the American Bar Association’s Loan Documentation Subcommittee of the Commercial Financial Services Committee 1995-2002; the Committee on Partnerships and Unincorporated Business Organizations,1995-2002; and the Association of the Bar of The City of New York- Committee on Inter-American Affairs from 1973-1975.

Black received his A.B. from Harvard College, graduating magna cum laude in 1962, and his J.D. from Harvard Law School in 1965. A Fulbright Scholar from 1965-1966, Black did tax advisory work with the Colombian Ministry of Finance and Colombian corporate law in Bogota, Colombia.