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The Opinion concludes that an insurer may not compromise the lawyer's exercise of hisor her independent professional judgment, and that the insured must consent to anyrestrictions placed by an insurer on the lawyer's professional conduct on behalf of theinsured.This conclusion is mirrored in the Restatement (Third) of Law Governing Lawyers §134(2000), which provides in relevant part:(2) A lawyer's professional conduct on behalf of a client may be directed bysomeone other than the client if:(a)the direction does not interfere with the lawyer's independence ofprofessional judgment(b)the client consents to the direction under the limitations andconditions provided in §122.Finally, ABA Rule 5.4 speaks to a lawyer’s duty to remain independent, as follows:(c)a lawyer shall not permit a person who recommends, employs, orpays the lawyer to render legal services for another to direct orregulate the lawyer's professional judgment in rendering such legalservices.In-house counsel must also be mindful of their ethical obligation to exerciseindependent discretion as an attorney. This duty may be more challenging for the inhouseattorney, because they may feel more pressure from the CEO and CFO whose23

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