I once worked with a chief financial officer who used to conclude addresses to internal audiences by thanking us in advance for going over his head and referring matters to the company’s CEO or board of directors if any of us believed he was not acting in the best interest of the company. The integrity animating this sincere invitation was the very reason no one ever had to take him up on it. ? Even absent an express invitation, the ABA Model Rules of Professional Conduct may require you to report up certain corporate misconduct, even if doing so requires you to subvert your career and economic interests to those of the client.
The ethical duties owed by in-house counsel when dealing with corporate malefactors are set forth in Model Rule of Professional Conduct 1.13(b):
