Who is the Corporation's Lawyer?

Ethical rules for lawyers lag behind actual corporate practice by many years. Many corporate lawyers have to be reminded that their client is a legal entity and not its management. When large public corporations hires outside counsel, they usually enter into retainer agreements with law firms and not individual lawyers. This has significant and often-overlooked consequences since lawyers at most law firms do not have identical interests. The American Bar Association's Model Rules of Professional Conduct do not adequately address this reality. Although it has several provisions that deal with organizations as clients and the difference between supervisory and supervised attorneys, it is largely crafted as if solo practitioners were the principal category of lawyer servicing corporate clients. The ABA Model Rules are important since they often are the baseline for each state's rules on the practice of law. The ABA Task Force on Corporate Responsibility recognizes that lawyers are a critical component of a corporate governance system, but the process of revising the Model Rules is a lengthy and contentious process. Furthermore, lawyers often need more targeted guidance on complex ethical questions where they have duties to both their clients and their employer/colleagues. This article analyzes some of the problems presented in today's current legal environment and offers some suggestions concerning what steps need to be taken to correct the situation.