1E9Ct5D

ABA Rule 1.13 Organization as Client(a)A lawyer employed or retained by an organization represents theorganization acting through its duly authorized constituents…(f)In dealing with an organization’s directors, officers, employees,members, shareholders or other constituents, a lawyer shall explain theidentity of the client when the lawyer knows or reasonably should knowthat the organization’s interests are adverse to those of the constituentswith whom the lawyer is dealing.(g)A lawyer representing an organization may also represent any of itsdirectors, officers, employees, members, shareholders or otherconstituents, subject to the provisions of Rule 1.7. If the organization’sconsent to the dual representation is required by Rule 1.7, the consentshall be given by an appropriate official of the organization other thanthe individual who is to be represented, or by the shareholders.Determining who the client is in a corporate setting can be confusing. In turn, thisconfusion leads to problems when counsel attempts to shield documents andcommunications from discovery by asserting a claim of privilege. The model rulesestablish that an attorney acting as in-house counsel represents his employer. At firstblush, this issue may seem clear, however, because a corporation is run by individuals,individuals can easily be lead to believe that in-house counsel represents them. If anemployee’s interests are adverse to the corporation’s interests, Rule 1.13 mandates thatthe in-house attorney communicate to the employee that he represents the company,7