1E9Ct5D

(c)a lawyer shall be responsible for conduct of such a person that would bea violation of the Rules of Professional Conduct if engaged in by alawyer if:(1) the lawyer orders or, with the knowledge of the specific conduct,ratifies the conduct involved; or(2) the lawyer is a partner or has comparable managerial authority inthe law firm in which the person is employed, or has directsupervisory authority over the person, and knows of the conduct ata time when its consequences can be avoided or mitigated butfails to take reasonable remedial action.Importantly, in-house counsel’s duty to provide competent representation requires themto supervise others in a responsible manner. Model Rule 5.3 addresses this duty andstates that when supervising a non-lawyer, in house counsel must make reasonableefforts to ensure that the person’s conduct is compatible with the standard forcompetency. The rule requires that in-house counsel give appropriate instructions tothe non-lawyer. So, in implementing a document retention policy, in-house counsel hasan ongoing duty to oversee non-lawyers to ensure the system complies with thecompany’s legal obligations.18