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Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


Maryland Legal Ethics

1.13   Rule 1.13 Organization as Client

1.13:100   Comparative Analysis of Maryland Rule

Primary Maryland References: MD Rule 1.13
Background References: ABA Model Rule 1.13, Other Jurisdictions
Commentary:

1.13:101      Model Rule Comparison

Maryland Rule 1.13 is substantially identical to MR 1.13 except in one important respect. Maryland Rule 1.13(c) substantially expands a lawyer's discretionary authority to take various actions when the organization's highest authority insists on taking an action that is likely to result in a substantial injury to the organization. MR 1.13(c) limits a lawyer's discretionary authority to resignation as counsel for the organization. Maryland, on the other hand, provides that the "lawyer may take further remedial action that the lawyer reasonably believes to be in the best interest of the organization. Such action may include revealing information otherwise protected by Maryland Rule 1.6 only if the lawyer reasonably believes that:

(1)   the highest authority in the organization has acted to further the personal or financial interests of members of the authority which are in conflict with the interests of the organization; and

(2)   revealing the information is necessary in the best interest of the organization.

In other words, under Maryland's formulation of Maryland Rule 1.13, a lawyer, in certain circumstances, may reveal confidential information if it is in the best interest of the organization. Maryland adds a paragraph to the comment section of Maryland Rule 1.13, concerning the lawyer's broader discretionary authority under paragraph (c).

1.13:102      Model Code Comparison

There is no counterpart to this Maryland Rule in the Disciplinary Rules of the Model Code. However,other sections of the Code are encompassed by Maryland Rule 1.13. EC 5-18 states that "a lawyer employed or retained by a corporation or similar entity owes his allegiance to the entity and not to a stockholder, director, officer, employee, representative, or other person connected with the entity. In advising the entity, a lawyer should keep paramount its interest and his professional judgment should not be influenced by the personal desires of any person or organization. Occasionally, a lawyer for an entity is requested by a stockholder, director, officer, employee, representative or other person connected with the entity to represent him in an individual capacity; in such a case, the lawyer may serve the individual only if the lawyer is convinced that differing interests are not present." EC 5- 24 states "although a lawyer may be employed by a business corporation with non-lawyers serving as directors or officers and they necessarily have the right to make decisions of business policy, a lawyer must decline to accept direction of his professional judgment from any layman." DR 5-107(B) provides that "a lawyer shall not permit a person who . . . employs . . . him to render legal services for another to direct or regulate his professional judgment in rendering such legal services."

1.13:200   Entity as Client

Primary Maryland References: MD 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

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 Maryland References: MD 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

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 Maryland References: MD 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 Maryland References: MD 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

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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