Young attorneys representing a corporation or other organizational entity must remember that the client is the entity, not the persons who act for it. The ethical imperative to advise an organization’s officers and employees of this is well recognized when an attorney undertakes an internal corporate investigation of suspected wrongdoing. (1)
But the failure to heed this imperative can have equally serious consequences in less structured situations whenever the legal interests of an organization and one or more of its constituents diverge. Even in those situations, unless you properly signal to a corporate officer, for example, that you represent the corporation, not her, you run the risk of (i) being disqualified from representing the corporation, (2)(ii) undertaking an obligation to the corporate officer to preserve her confidences and secrets, and (iii) subjecting yourself to professional discipline.
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