Raising The Bar Don't settle for second best. Here are some tips for getting the most out of an attorney.

John Lennon once swore he wouldn't write a song about them.Harry Houdini remarked they did tricks even he couldn't figureout. They were both talking about lawyers. And if you haven'talready, you will eventually have to hire one.

An attorney can help you comply with the law, check out abusiness opportunity, prepare a wide array of legal documents,negotiate a deal, network with key players and, if things go awry,file or defend a lawsuit. As a practicing lawyer for more than 15years, here's my best advice for sizing up, hiring and managingattorneys:

1. Shop early. Competence and integrity vary.Don't wait until the day before the Big Deal to try to hire thebest. Compile a list of candidates. You can try the Yellow Pages, astandard legal directory such as Martindale-Hubbell LawDirectory, or a referral service, perhaps through a local barorganization. Your best leads, however, will probably come frompeople you know and trust. Ask around your business community. Talkto other professionals.

2. Interview. Don't be intimidated by a poshoffice, expensive suit or condescending attitude. Make no mistake:You're a paying customer and lawyers want your dough. So askabout each attorney's experience in your industry and getreferences. If the area is not highly technical, you might take achance on someone who doesn't know it well, but only if he orshe seems exceptionally capable and enthusiastic. Otherwise,don't let an overconfident attorney learn the ropes at yourexpense.

Where attorneys went to school will tell you a lot about theirintellect but not their common sense. Consider their education, butdon't make it the deciding factor. There are Ivy Leaguers whomI wouldn't trust to do my photocopies and attorneys fromso-called middle-tier schools who are exceedingly diligent, savvyand competent.

Conflicts of interest can be difficult to uncover, and theattorney who has one can betray you. If you're hiring anattorney in a situation where there may be a conflict of interest,ask upfront about any existing or potential conflicts with theother side. Keep your eyes open throughout your relationship,especially whenever your lawyer seems less than 100 percentcommitted to your position. And if your attorney wants to proceedbased on his or her disclosure of a conflict of interest and yourwritten consent, think twice. A conflict of interest doesn't goaway just because it's out in the open.

3. Reflect and check. Don't hire on thespot. Consider the person you just met. Did he or she treat youwith respect? After all, if the attorney is rude when courting, thesituation will only get worse after you exchange vows. How well didthe attorney communicate? A good lawyer should be able to discernand respect your priorities as well as explain legal matters inplain English; otherwise you won't be able to make informeddecisions. Consider your prospective attorney's personalcharacteristics and match his or her temperament to the job athand. Do you need a diplomat or a warrior? Don't ignore yourgut feelings. Was the lawyer too glib, too aggressive or too timid?Is there anything about the lawyer's office, appearance ordemeanor that troubles you?

Take what you've learned and do some additional checking.Verify credentials. See what the State Bar can tell you. Call anyreferences the attorney has given you. Better still, try to contactreferences that weren't volunteered. These are often the mosttelling.

4. Negotiate. Cutting a deal with yourlawyerbegins by being upfront about all your expectations. Spellout the services you need. If you're hiring a firm and want aparticular attorney who can handle your work, say so. If you'relooking for a lawyer to help you find financing or plug you in withkey players, speak up. If you're going to a firm for strategicbusiness advice, make sure it's willing and able to giveit.

Many lawyers will discount or negotiate their fees, but you haveto ask. Basically, there are three ways you can be billed.

Under an hourly agreement, lawyers simply multiply thetime spent on your legal matter by their hourly rate. It'sinnately fair, provided your attorney doesn't drag things outto pump up the fee. To protect yourself, make sure you receive (andreview) invoices that detail how time was spent. You can eveninsist that your attorney get your approval before exceeding aspecific dollar limit. Also, find out whether your lawyer usesminimum billing units, such as 15-minute increments. Youshouldn't be billed a quarter-hour for a 90-second phonecall.

In a competitive market, flat fees work well withstandard services like a basic incorporation. However, a cap mayhurt you if your attorney can't accurately estimate how longyour matter will take. In that case, the lawyer will probably quotehigh to protect himself or herself and hope to receive a windfall.Thus, don't agree to a flat fee until the lawyer has explainedhow it was calculated. Also, hold back some money to make sure yourlawyer finishes what he or she started.

With percentages or contingencies, attorneys arethinking like BIZ Experiencess, hoping to share (richly) in the moneythey bring in. One-third contingencies are common inlitigation. In deal-making, this fee structure works best when yourlawyer is instrumental in making the deal or adds value to it.Estimate what the services might cost you on an hourly basis. Ifyou opt for a percentage, be specific about exactly what thepercentage is based on and when it becomes payable. Also,never forget the conflict of interest inherent here: If the dealdoesn't close, the lawyer gets nothing. Don't let yourlawyer put his or her interests before your own.

Whatever your arrangement, your lawyer will probably ask you tosign an engagement letter. Make sure it accurately reflects whatyou agreed to and that you understand it completely before you signit. If your lawyer doesn't prepare one, take the initiative andget something in writing anyway.

5. Utilize their help. Now that you'veput an attorney on your payroll, use him or her wisely. Here aresome tips for managing this relationship:

• Get your lawyer involved early. A five-minute phone callcan prevent five years of litigation. Your well-intentioned action(as a layperson) can hamstring you later. Make it a habit to checkwith your attorney first.

• Don't waste time. If your lawyer is good, he or sheis probably in demand. Have everything ready before your phonecalls and meetings--it's more efficient and will save youmoney.

• Be candid. Don't withhold or distort informationbecause you assume it's insignificant. Describe what you'dlike to achieve and encourage your lawyer's participation, butdon't tell your attorney how to do the job. The attorney maylay out better options than you could have imagined.

• Put your instructions in writing. Every attorney takesthe written word far more seriously than a verbal communiquébecause they know your letters could end up as the smoking gun in amalpractice lawsuit. Conversely, read all correspondence from yourlawyer carefully and correct any inaccuracies promptly and inwriting.

• Don't nickel-and-dime your lawyer. If the bill isfair, accept it and pay it on time. It's the best way to say"thank you" for a job well done.

Marc Diener is an attorney and author of Deal Power: 6Foolproof Steps to Making Deals of Any Size (Owl Books/HenryHolt). This article contains general information only. If you areconcerned about how these issues might affect you, seek independentcounsel.