CLIENT-LAWYER RELATIONSHIP
RULE 1.13 ORGANIZATION AS
CLIENT
(a) A lawyer employed
or retained by an organization represents the organization
acting through its duly authorized constituents.
(b) If a lawyer for an organization knows
that an officer, employee or other person associated with
the organization is engaged in action, intends to act
or refuses to act in a matter related to the representation
that is a violation of a legal obligation to the organization,
or a violation of law that reasonably might be imputed
to the organization, and that is likely to result in substantial
injury to the organization, then the lawyer shall proceed
as is reasonably necessary in the best interest of the
organization. Unless the lawyer reasonably believes that
it is not necessary in the best interest of the organization
to do so, the lawyer shall refer the matter to higher
authority in the organization, including, if warranted
by the circumstances to the highest authority that can
act on behalf of the organization as determined by applicable
law.
(c) Except as provided in paragraph (d),
if
(1) despite the lawyer's efforts in
accordance with paragraph (b) the highest authority
that can act on behalf of the organization insists upon
or fails to address in a timely and appropriate manner
an action, or a refusal to act, that is clearly a violation
of law, and
(2) the lawyer reasonably believes
that the violation is reasonably certain to result in
substantial injury to the organization,
then the lawyer may reveal information
relating to the representation whether or not Rule 1.6
permits such disclosure, but only if and to the extent
the lawyer reasonably believes necessary to prevent substantial
injury to the organization.
(d) Paragraph (c) shall not apply with
respect to information relating to a lawyer's representation
of an organization to investigate an alleged violation
of law, or to defend the organization or an officer, employee
or other constituent associated with the organization
against a claim arising out of an alleged violation of
law.
(e) A lawyer who reasonably believes
that he or she has been discharged because of the lawyer's
actions taken pursuant to paragraphs (b) or (c), or who
withdraws under circumstances that require or permit the
lawyer to take action under either of those paragraphs,
shall proceed as the lawyer reasonably believes necessary
to assure that the organization's highest authority is
informed of the lawyer's discharge or withdrawal.
(f) In dealing with an organization's
directors, officers, employees, members, shareholders
or other constituents, a lawyer shall explain the identity
of the client when the lawyer knows or reasonably should
know that the organization's interests are adverse to
those of the constituents with whom the lawyer is dealing.
(g) A lawyer representing an organization
may also represent any of its directors, officers, employees,
members, shareholders or other constituents, subject to
the provisions of Rule 1.7. If the organization's consent
to the dual representation is required by Rule 1.7, the
consent shall be given by an appropriate official of the
organization other than the individual who is to be represented,
or by the shareholders.
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