[textbook]Traversing the Ethical Minefield Problems, Law, and Professional Responsibility by Susan R. Martyn (z-lib.org)(1) (1)

disqualification from being local counsel for Sony and ECJ, the approach also mandates
flexibility in allowing Woods Oviatt to resume their legitimate business model and avoid
having Kodak or any Kodak “family member” as a client of the firm. Nothing in this
decision is meant to link Woods Oviatt and Kodak together any longer than necessary to
complete the two Heidelberg litigations. Once completed, any attempt by Kodak to use its
new-found status as a “former client” of Woods Oviatt as a strategy to preclude the firm
from welcoming clients with interests adverse to Kodak would be looked upon with
skepticism, at least by this Court.
Lawyers and Clients:
Representing Organizations
Lawyers who provide legal services to organizations face unique ethical issues because their
clients are legal fictions: entities, abstractions, or amalgams of individual interests. These
legal fictions range in size from small partnerships, professional corporations, and family
companies to large privately or publicly held corporations, conglomerate nonprofits, and
government agencies. Because organizations are so pervasive, nearly all lawyers will
represent one sometime in their legal career. In fact, at least half of all lawyers in practice
represent organizations on a regular basis, either as outside counsel or inside employees.
Courts have tailored specialized legal rules to fit more general legal policies to an entity
setting. These court decisions have produced some clarity for the organization’s lawyer, but
determining the proper standards for identifying the entity client and affording the entity
client the six C’s are obligations that continue to perplex the best lawyers and judges.
The Six C’s
The Clients Model Rule 1.13(a) adopts the entity theory for all organizations, which
assumes that an organization has a distinct legal personality. It is borrowed from corporate
law, which recognizes corporations as distinct legal persons that can contract, sue and be
sued in their own right, and incur liability apart from that of its owners.
Lawyers who represent client-organizations must consult with a wide range of
individuals who are agents of the organization: employees, officers, members, directors,
trustees, agents, shareholders, and the like. Each agent is a constituent of the whole, who
speaks for the organization through a different role and with a distinctive view of the
organization’s interests, often filtered through a personal lens. 1 Applied to legal
representation, the entity theory means that the organization’s lawyer represents and has a
client-lawyer relationship with the entity only, not with any constituent or group of
constituents within the organization. 2
Lack of clarity about client identity begins before an organization is established and has
ramifications outside, as well as inside, the entity. The lawyer asked by an individual or
group of individuals to establish an organization must first recognize that, at least initially,
the organizers are individual clients. 3 291