IN-HOUSE COUNSEL When a company's interest are the same as those of an individual employee, in-house lawyers generally can avoid multiple-representation problems. But once there is a conflict of interest -- or a perception of a conflict -- the picture changes dramatically. It is important for in-house counsel to know how to spot such conflicts and what steps to take in response. Corporate counsel clients normally include the company, its board of directors, its most senior management, the heads of the company's various business divisions, its employees and even its former employees. All of these clients deserve quality representation in every matter, from the most fundamental to the most vexing. With this broad range of clients, ethical questions can arise. Specifically, can corporate counsel serve more that one client and, if so, what constraints exist upon such multiple representation? In most instances, a corporate lawyer should attempt to represent both the corporation and its employees, consistent with his or her ethical obligations. It is obviously in any company's interest to present a consistent and unified version of events that give rise to potential liability. Under governing ethics rules, corporate cou
As the case comes close to arbitration or settlement, however, there may be a conflict of interests. This may be necessary, for instance, when the in-house lawyer has been directly involved in the matter at issue, and he or she is likely to be called as a witness. The firm, for example may want to resolve the case by settling at or around the amount of the customer's net loss, reasoning that the company's potential exposure is not worth the risk of litigation. The letter also stated that one of the items in question related to a top-secret project that Company B was doing for the government and that, besides contemplating litigation, Company B had informed the local U. But the fact that a matter becomes more formal does not signal that anything is wrong with the multiple representation. Explain that, as the corporate attorney, he or she is representing the company. This bright-line test is muted in actual practice, however, and can put in-house lawyers into some uncomfortable situations, For example, they may have to explain to members of senior management that because the managers' interest are sufficiently different from the company's the managers need separate legal advice. And the lawyer may not choose not to represent the company and an employee simultaneously when that representation could prevent the lawyer from representing the company in future actions against the employee. Many corporations, in an effort to cut costs, push for settlements, try to use arbitrators, and expand their inside corporate legal staff. Whenever conflicting loyalties arise, that relationship is paramount and requires the lawyer to cast aside any other clients. The claimant sought 250,000 in damages, plus punitive damages. Whatever the reasons, the number of inside counsel is large and growing. At some point, it would be prudent for counsel to revisit the issue of joint representation. Explain the details of the attorney-client privilege -- that the privilege belongs to the company, and the company and subsequently waive it.
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