Ethics and the Consultant: Facing ethical issues with clients, billing and business opportunities, in your consulting practice

Consultants and contractors need to resolve with care ethical issues with client loyalty, conflicts of interest, billing, business opportunities or taking equity in a client business.


Boston Section of  CNET – IEEE Consultants Network

Waltham, Massachusetts,   May 26, 2011


By  Robert A. Adelson

1.   Consultant Duties of Loyalty to Client


  • Conflicts between Clients – Taking on New Clients
  • Preference in work output among your Clients
  • True Test of Loyalty – The Distasteful Client

2.   Conflict of Interest – Business Opportunities


  •   Disclosure of Business Opportunity
  •   Disclosure of Conflict of Interest
  •   Must you accept Client’s Resolution of Conflict?


3.   Consultant’s Duty  of Zeal in the Client’s Interest


  • Best Advice regardless of Outcome
  • Best Efforts regardless of Task/Obstacles
  • Trust and Honor Client’s Final Decision-

“Customer is Always Right”


4.   Taking Stock or Options  in Clients


  • Good – Extra Stake in Clients’ Success
  • Bad – Loss of Independence
  • Good – Key economic benefit to each side

Compensation “Thinking out of the box”

  • Bad – Perception of Consultant’s 2nd Agenda


5.   Ethics in Billing


  • Stated Contract and Payment Terms
  • Changes in terms – Fair Notice
  • Success Fees – Prior Disclosure

Fairness – Reasonable %  For True Value Added





6.   Consultant’s Duties to Profession – To Your Own Integrity


  • Illegal/Improper Client Activity – Zero tolerance
  • When to Fire a Client? – Fraud
  • Do Not compromise your Integrity
  • If the facts not helpful – Resist Temptation to Deceit

Dig deeper. Deal with Facts you have – “Work the problem people”

7.   Client’s Duty to You, the Consultant


  • Fair Dealings – “No free rides”
  • Your Time is Limited and Valuable
  • Security for Consultant payment
  • Keeping Consultant Independence
  • Cutting Your Losses – Strategic Termination – When? How?

8.   Treating Clients Right Is Good Business


  • Satisfied Clients – Best Marketing and Growth Tool
  • Key Asset of Your Consulting Business
  • Every Client is Important




Note: This outline was prepared based on Attorney Robert Adelson’s work as an attorney since 1977, and mainly experiences with his own clients over the last twenty years, from 1991 through 2011.  To aid the discussion, Mr. Adelson uses actual client cases as illustration but all client confidentiality is maintained. In case examples, Mr. Adelson alters beyond recognition all client names, location, industries and amounts.


Background on Speaker

These materials were prepared by Robert A. Adelson, Esq., Partner at Engel & Schultz, LLP, 265 Franklin Street, Suite 1801, Boston, MA  02110, (617) 951-9980, ext. 205.  His direct e-mail is  His blog can be found at:  His further bio and publications webpages are at –  

Mr. Adelson is a graduate of Boston University, Phi Beta Kappa, and Northwestern University law School in Chicago where he was a member of the Law Review.  He has a LL.M. degree in Taxation from New York University and is a member of the Massachusetts, New York and U.S. Tax Court Bars.   He has been an attorney at law since 1977, with major New York law firms, first Dewey Ballantine and later Weil Gotshal & Manges.  He returned home to Boston in 1985 and has been a partner in small and medium sized law firms.  He’s been a partner at his present firm since 2004.

Robert Adelson has been specialized in corporate, taxation, finance, employment, commercial and technology contracting law.  In those areas, he frequently represents startup and smaller companies in software, computer systems, multimedia, medical device, biotech and other technology-based fields.  He also represents executives and independent consultants in those fields in executive compensation and stockholder arrangements, in incorporation and liability protections, trademarks and intellectual property protections, and in vendor, client and subcontractor contracting arrangements.

            Mr. Adelson’s firm, Engel & Schultz, LLP is a small but broad service law firm of five attorneys based in Boston’s Financial District.  The firm offers depth, complementing Mr. Adelson in business and tax law matters, and other seasoned attorneys in employee benefits, estate planning and probate, real estate and commercial leasing, employment and intellectual property litigation and general business and commercial litigation matters.  In each case, the firm prides itself on prompt and timely delivery of a legal product of the highest quality at competitive small firm rates.

            As speaker, Mr. Adelson wishes to thank Ron Goodstein the programs coordinator of the Boston Section of IEEE Consultants Network, Chairman Joe Sanroma, and former Chairman Tom Vaughan for the invitation to speak in the discussion of the topic “Ethics and the Consultant:  Facing ethical issues with clients, billing and business opportunities in your consulting practice ”, at the IEEE CNET’s monthly meeting in Waltham, Massachusetts, on May 26, 2011.

Author: radelson

Robert Adelson has been a corporate and tax attorney since 1977. He began as an associate at nationally prominent New York City “mega” law firms, first at the Wall Street firm Dewey Ballantine Bushby Palmer & Wood and later at the Park Avenue firm Weil Gotshal & Manges. In 1985, Adelson returned home, where he has since established himself as a respected Boston business attorney. He has attained partner at several small and midsize Boston law firms, most recently at Lawson & Weitzen LLP and then Zimble Brettler LLP, where he was a partner from 1994 to 2004 before becoming a partner at Engel & Schultz LLP.

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