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Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


Louisiana Legal Ethics

1.13   Rule 1.13 Organization as Client

1.13:100   Comparative Analysis of Louisiana Rule

Primary Louisiana References: LA Rule 1.13
Background References: ABA Model Rule 1.13, Other Jurisdictions
Commentary:

1.13:101      Model Rule Comparison

The text of LRPC 1.13 is identical to that in its counterpart, MR 1.13.

1.13:102      Model Code Comparison

LRPC 1.13(a) provides that a lawyer representing an organization “represents the organization acting through its duly authorized constituents.” LRPC 1.13(b) obligates a lawyer to take affirmative steps toward the best interest of the organization when he knows that a person associated with his organization client is engaged in activity that will likely injure the organization. In Louisiana, the lawyer must proceed in a way that will minimize the disruption to the organization’s business and the risk of revealing information related to his representation of the organization in this situation. LRPC 1.13(b) also provides a list of factors to consider in determining how to proceed and an illustrative list of reactive measures a lawyer may take within the bounds of this Rule.

EC 5-18 embodies the notion that attorneys owe their allegiance to the entities they represent and not the people connected therewith. Furthermore, EC 5-18 provides that a lawyer may represent those connected with the organization only if he is convinced that there are no adverse interests. EC 5-28 suggests that a lawyer representing an organization should procure a written agreement to insure independence in his professional decision-making.

DR 5-107(B) also precludes any person who provides for the legal representation of another from directing that representation. LRPC 1.13 does not specifically address the lawyer’s independence from those involved with his organization client. Such independence is addressed generally in LRPC 2.1.

LRPC 1.13(c) allows the lawyer to withdraw if, after taking the above contemplated action, the authorities in the organization insist upon action which is injurious to the organization. Although the Model Code has no direct counterpart, DR 5-105(D) requires a lawyer to withdraw in any case where a Disciplinary Rule is violated and prevents any attorneys in his firm or associated with him from accepting or continuing such employment. Should the Louisiana lawyer withdraw, LRPC 1.13(c) does not disqualify any of his associates from representing the same organization.

LRPC 1.13(d) requires a lawyer to explain to the various members of his client organization the identity of the client when it appears that the organization’s interests are adverse to its constituents with whom the lawyer is dealing. While the Model Code does not address this issue directly, EC 5-16 provides that, before representing multiple clients, a lawyer must explain the ramifications of common representation.

LRPC 1.13(e) provides that an organization’s lawyer may represent its members individually. Consent may or may not be required depending upon the presence or absence of a conflict of interest according to LRPC 1.7. Although the Model Code does not give the lawyer clear permission to act on behalf of the organization’s members, DR 5-105(A) through (C) provide that, although a lawyer should not accept or continue employment that would result in representation of differing interests, he may represent multiple clients if it is obvious he may do so fairly and if each client consents. Note that LRPC 1.7 requires the client’s consent when the representation of multiple clients is directly adverse or where the lawyer’s interests stand to materially limit his professional judgment. Under DR 5-105(C), two clients’ interest need only be differing before the lawyer is required to obtain consent to the representation.

1.13:200   Entity as Client

Primary Louisiana References: LA Rule 1.13(a)
Background References: ABA Model Rule 1.13(a), Other Jurisdictions
Commentary: ABA/BNA § 91:2001, ALI-LGL §§ 155, 156, Wolfram § 8.3

This section has not yet been completed.

1.13:210      Lawyer with Fiduciary Obligation to Third Person

This section has not yet been completed.

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

This section has not yet been completed.

1.13:230      Divers Kinds of Entities as Organizations

This section has not yet been completed.

1.13:300   Preventing Injury to an Entity Client

Primary Louisiana References: LA Rule 1.13(b) & (c)
Background References: ABA Model Rule 1.13(b) & (c), Other Jurisdictions
Commentary: ABA/BNA § 91:2001, ALI-LGL § 155, Wolfram § 13.7

This section has not yet been completed.

1.13:310      Resignation Versus Disclosure Outside the Organization

This section has not yet been completed.

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

Primary Louisiana References: LA Rule 1.13(d)
Background References: ABA Model Rule 1.13(d), Other Jurisdictions
Commentary: ABA/BNA § 91:2001, ALI-LGL § 163, Wolfram § 13.7.5

This section has not yet been completed.

1.13:500   Joint Representation of Entity and Individual Constituents

Primary Louisiana References: LA Rule 1.13(e)
Background References: ABA Model Rule 1.13(e), Other Jurisdictions
Commentary: ABA/BNA § 91:2601, ALI-LGL §§ 156, 212, Wolfram § 13.7

This section has not yet been completed.

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

This section has not yet been completed.

1.13:520      Representing Client with Fiduciary Duties

This section has not yet been completed.

1.13:530      Representing Government Client

This section has not yet been completed.

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