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

the ladder at their respective places of employment. Ed was the first non–Caldwell &
Moore person to call Peter to congratulate him when he made partner. It was not two years
later that Ed became a corporate vice president, the level one had to achieve in order to be
awarded the much-sought-after Hanscom Industry stock options under a plan that Peter
had established for Hanscom with the help of one of his tax department colleagues.
At the time of the call, Peter had tried to remember how many “deals” he had
undertaken for Hanscom — five or six, at least. But nothing had been more significant in
his work for Hanscom than when Old Man Taylor had come to Peter in 1984 and told
Peter he would, henceforth, be in charge of the Hanscom client relationship for Caldwell &
Moore. Taylor had placed his hand on Peter’s shoulder, looked him in the eye, and
emphasized to Peter how the Hanscom–Caldwell & Moore relationship went back 70
years. It was now Peter’s to preserve for the next generation of his firm’s lawyers.
From that point forward, Peter had become both the point person to receive calls from
key personnel at Hanscom and, within Caldwell & Moore, the distributor of the treasured
Hanscom work assignments. Being assigned Hanscom matters was a sure sign to associates
that their work was viewed as meeting Caldwell & Moore’s rather exalted standards.
In early 1987, Ed Frazier had been elected CEO of Hanscom, and only six months
after that, Peter reluctantly accepted the chairmanship of his firm. How ironic his
ascendancy to this new position had seemed in light of his many talks with Ed in which
Peter lorded over Ed how lucky Peter was to work in an enterprise whose management was
shared among all 55 or 60 partners, a principle that elicited a high level of skepticism from
Ed. Indeed, Ed had offered his view that, at some point, Caldwell & Moore just wouldn’t
be able to function in the old way, a thought Peter had dismissed out-of-hand at the time.
In any event, when Peter received the call from Ed, he attached no special significance
to it. They talked at least once a month, often on business matters (though at that point
each seemed to be presiding more than they were working). But this call was different.
“Peter,” he started, “The board of directors of Hanscom just met in executive session out
here in Hatboro. We had some really tough personnel decisions to make, as you probably
know. Your partner Carol really helped us. But that’s not why I’m calling. Carol’s got that
covered, as you would expect. What we want to know, Peter, is whether you would go on
the Hanscom board of directors?”
Peter immediately interrupted, “You don’t need me on your board. I attend the
meetings when you need a lawyer and I send my colleagues when you need someone who
really knows the law.”
“You’re right enough about that,” responded Ed, “but we don’t want you to join our
board as a lawyer. We value your judgment and, frankly, when we searched for a
replacement for Reg Stevens, everyone agreed you were the best choice. You know us, you
used to know the law and, heaven knows, you’re independent, too independent if you ask
me.”
“Well,” Peter gathered himself together, “I am deeply flattered by the offer. I would
very much like to do it for you, Ed. Caldwell & Moore, however, has an elaborate policy
governing these directorships.” Turning to a more delicate subject, Peter continued, “I
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