Campbell & Associates Law Firm PC.

Corporate Lawyer Ethical Issues

There are several benefits that drive corporate lawyers to go in-house. To many, the idea of representing a company is attractive because it allows you to be focused on a single client and its needs. Others prefer the area of law itself, getting more satisfaction out of practicing corporate law, business transactions, and related fields. Regardless of motivation, some attorneys believe that ethics rules are less important due to the nature of the attorney-client relationship. An experienced ethics attorney will be quick to tell you how this is a mistake and  can explain more about your legal obligations. In general, the Texas Disciplinary Rules of Professional Conduct still apply, so bear in mind some of the top corporate lawyer ethical issues to watch carefully.

  1. Conflicts of Interest are More Common than You Think: The key for conflicts of interest is the “directly adverse” language in the Rules, as some corporate lawyers will represent subsidiaries or affiliates that fall under one company’s umbrella. Assisting with the legal needs of these separate entities could lead to a conflict with the parent.
  2. Accepting Stock in the Client Corporation is a Business Transaction: The Rules prohibit an attorney from engaging in prohibited transactions unless the terms are fair, the client has opportunity to consult with independent counsel, and the client consents in writing. If stock is offered as an employment benefit to the lawyer, these requirements apply.
  3. Defining the “Client” is Complicated: Texas’ ethical rules center on the attorney-client relationship, so it is necessary to define the parameters of the term. The client is the organization itself, not the individuals who comprise it. Most employees of the corporation are not clients; only those that regularly consult with the lawyer and have certain authority as designated by their positions would be the “client.” This definition may even exclude directors or officers if they do not maintain regular communication with corporate attorneys on legal matters.
  4. Dual Capacities Still Require Compliance with Ethics Rules: Many attorneys may provide legal advice to the corporation while also taking on other roles, such as Vice President or Secretary. The Rules apply to an attorney for all activities, tasks, or projects, regardless of whether you are acting as VP at the time.

Consult with a Knowledgeable Texas Attorney About Corporate Lawyer Ethical Issues

If you would like to know more corporate attorney ethics or have questions about your role, please contact the Campbell & Associates Law Firm, P.C. in Dallas, TX. We can schedule a consultation to review the specifics of your situation.