Organizational Clients Flashcards
What is an organization?
An organization is a business entity.
What is a constituent?
Somebody who is employed by the organization.
When a lawyer is hired to represent an organization, who is their client?
When a lawyer is hired to represent an organization, their client is the business entity itself (e.g., the corporation or LLC).
Can a lawyer represent both an organization and its constitutents?
A lawyer representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, unless there would be a conflict of interest.
What if there is a conflict of interest between an organization and its constituents that requires dual consent?
If the organization’s consent is required, then it must be procured from an appropriate official of the organization other than the individual who is to be represented or from the shareholders.
What is the Three-Step Analysis for “Whistleblower” Provisions under Rule 1.13?
Step 1: Assess the gravity of the harm.
Step 2: Consider “reporting up”.
Step 3: Consider “reporting out”.
What six elements are required for the lawyer to have a mandatory obligation report the harm up?
Element 1: The lawyer must have knowledge;
Element 2: that a constituent;
Element 3: is involved in actions or omissions;
Element 4: that are related to the lawyer’s representation;
Element 5: the actions or omissions constitute a violation of legal obligations to the organization or violations of law that could be imputed to the organization; and
Element 6: that such actions or omissions are likely to result in substantial injury to the organization.
What is required if all six elements are met for the lawyer to assess the gravity of harm?
The lawyer must report it to the highest authority in the organization or to the highest authority that can act on behalf of the organization.
The only exception is if the lawyer reasonably believes it is not in the best of organization to do so.
What happens if the lawyer reports to the highest authority and the issue is still happening?
The lawyer may report outward to prevent substantial injury to the organization if four requirements are met:
(1) the constitutent must be itnransigent;
(2) the act or omission must clearly be a violation of law;
(3) the act or omission must be reasonably certain to cause substantial injury to the organization; and
(4) the disclosure must be necessary to prevent substantial injury (read: future injury).
What happens if the lawyer believes they have been discharged for whistleblowing either to the highest authority in the organization or to an authority outside of the organization?
The lawyer must notify the organization’s highest authority of this discharge and their belief about the reasoning for it.
What happens if a lawyer withdraws due to circumstances that would require them to report up or out?
The lawyer must notify the organization’s highest authority of their withdrawal and the reason for it.
