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End-of-life notice: American Legal Ethics Library

As of March 1, 2013, the Legal Information Institute is no longer maintaining the information in the American Legal Ethics Library. It is no longer possible for us to maintain it at a level of completeness and accuracy given its staffing needs. It is very possible that we will revive it at a future time. At this point, it is in need of a complete technological renovation and reworking of the "correspondent firm" model which successfully sustained it for many years.

Many people have contributed time and effort to the project over the years, and we would like to thank them. In particular, Roger Cramton and Peter Martin not only conceived ALEL but gave much of their own labor to it. We are also grateful to Brad Wendel for his editorial contributions, to Brian Toohey and all at Jones Day for their efforts, and to all of our correspondents and contributors. Thank you.

We regret any inconvenience.

Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.

Arkansas Legal Ethics

1.13   Rule 1.13 Organization as Client

1.13:100   Comparative Analysis of Arkansas Rule

1.13:101      Model Rule Comparison

The Arkansas Rule is the same as the Model Rule.

1.13:102      Model Code Comparison

The comparison accepted by the Arkansas Supreme Court is identical to the comparison in the Model Rules.

1.13:200   Entity as Client

1.13:210      Lawyer with Fiduciary Obligation to Third Person

An attorney who is retained to provide legal services for a corporate entity has an attorney-client relationship with the corporation, but that relationship does not automatically extend to individual corporate directors or officers. Accordingly, the Rules do not prohibit an attorney from opposing a corporation, even though one of the corporate directors is also a director of a client corporation. Ark. Bar. Assn. Op. 97-02.

1.13:220      Lawyer Serving as Officer or Director of an Organization

Arkansas has no case law or authority on this topic.

1.13:230      Divers Kinds of Entities as Organizations

Arkansas has no case law or authority on this topic.

1.13:300   Preventing Injury to an Entity Client

1.13:310      Resignation Versus Disclosure Outside the Organization

An earlier draft of Model Rule 1.13 would have permitted the corporate attorney to take further remedial action that the lawyer believed to be in the best interest of the corporation, including revealing information otherwise protected by Rule 1.6. That language was withdrawn and replaced with the language of (c), permitting the attorney to withdraw or resign while still preserving confidentiality. See Comment [16] to Rule 1.6. But AR Rule 1.6(c) permits the attorney to announce his withdrawal and to withdraw any opinion or document.

1.13:400   Fairness to Non-Client Constituents Within an Entity Client

Arkansas has no case law or authority on this topic.

1.13:500   Joint Representation of Entity and Individual Constituents

A cautious attorney will avoid problems by clarifying who the client is. For example, Hughes v. Gibbs, 282 Ark. 488, 669 S.W.2d 451 (1984) (attorney represented corporation, but not the primary stock-holder). For allegations of malpractice arising from the dual representation of a corporate entity and a corporate officer, see Robertson v. White, 633 F.Supp. 954, 971 (W.D. Ark. 1986). Compare Hughes v. Gibbs, 282 Ark. 488, 669 S.W.2d 451 (1984) (attorney represented corporation, but not corporate officer).

1.13:510      Corporate Counsel's Role in Shareholder Derivative Actions

See Comments [11, 12] to Rule 1.13.

1.13:520      Representing Client with Fiduciary Duties

Closely held corporations present particular potential for conflicts among the investors and thus risk to the attorney attempting to represent all the investors. See Francis Fendler Rosenzweig, Protecting the Rights of Minority Shareholders in Close Corporations Under the New Arkansas Business Corporation Act, 44 ARK. L. REV. 1, 2-3 (1991).

1.13:530      Representing Government Client

Arkansas has no case law or authority on this topic.