Lawyers That Represent Orgs

Front 1

Duty of Loyalty

Back 1

the lawyer owes their duty to the organization not to the people who are it’s constitutions.

Front 2

Duty to Protect

Back 2

If the lawyer learns that a person associated with the organization has acted, or is about to act, in a way that violates a duty to the organization or a law that might be imputed to the organization, and if the injury is likely to cause substantial injury to the organization the lawyer has a duty to report this action.

Front 3

(Organizations interest)
(Duty to Protect)

Back 3

The lawyer has narrow discretion not to report the violation if they reasonably believe the organization’s best interests do not require reporting the violation

Front 4

Report to Authority Within the Org
(Duty to Protect)

Back 4

Ordinary must report to the higher authorities in the org (e.g. president or BoD)

Front 5

Report to outside the Organization (2)
(Duty to Protect)

Back 5

If the lawyer reports the violation to the organization’s highest authority , but they fail to take timely, appropriate action the lawyer MAY report the relevant information to appropriate persons outside of the organization. However, they lawyer’s authority to report applies only if, and to the extent that:
1) The lawyer REASONABLY BELIEVES the reporting is
2) Necessary to PREVENT SUBSTANTIAL INJURY to the organization.

NOTE:
1. extends to information that would otherwise be protected by the duty of confidentiality in 1.6
2. Does not apply to a lawyer who is hired by the organization to investigate an alleged violation of the law or to defend the organization or its constituents against a claimed violation of law (1.13(d))

Front 6

Dealing with Constituents

Back 6

When a lawyer is dealing with constituants, and the lawyer KNOWS or HAS REASON TO KNOW that organizations interests are adverse to the constituent, the lawyer has a duty to explain who the client is.

Front 7

Representing the Company and an Associated Person

Back 7

A lawyer may represent the company AND individuals in the company subject to rule 1.7 (conflicts rule). The lawyer must get consent of the organization, which must be given by an appropriate person other than the person being represented.

Front 8

Change of Corporate Control

Back 8

(Tekni-Plex Case)
When an entity changes hands, the duties of the attorney go with the entity.

Front 9

Subsidiaries
(Change of Corporate Control)

Back 9

If you work for a corp that has a subsidiary, which you do work for , then they are considered a former client.

To prevent: See a conflict starting to develop and tell the subsidiary to get a lawyer. This will avoid EUREKA privilege

Front 10

Internal Investigations Conflicts

Back 10

Issues arise when you are doing an investigation and you have to start interviewing people, because it could create a conflict if they are deemed a client.

Front 11

How to prevent Internal Investigations Conflicts (2)

Back 11

1. Tell the person you are the company’s lawyer not theirs
2. Have a third party present

Front 12

Consequence of Internal Investigations Conflicts

Back 12

If a conflict develops, then you MUST remove yourself as the company’s representation

Front 13

Forming companies

Back 13

IF you are the lawyer for a group of people that are forming the company, and then you become the lawyer for the company, the people become FORMER CLIENTS

Front 14

Formers get sued
(Forming companies)

Back 14

Have to look at substantial relationship test to see if you can be adverse to them – if you got information about the individual when forming the company then you could be disqualified.

Front 15

how to avoid conflicts when forming companies

Back 15

Only find out just enough info to get the job done.