Q: Dear Ethics Lawyer, I am an associate general counsel in a corporate law department for Company A. Previously, I was a partner at a law firm in its corporate transactions practice group, advising and representing a number of clients, including one I will call Company B, about business contracts and sales and acquisitions of business units. Today, at one of our law department meetings, I learned that Company B is threatening to sue Company A, alleging that it has breached a contract that I drafted and negotiated for Company B a year before I went in-house. Is this a conflict issue for me? If so, is it an issue if someone else in the law department handles the matter?

Q: Dear Ethics Lawyer, Our firm represents a well-respected private equity fund company. I am a products liability lawyer and have not personally done legal work for this client. The company is now raising capital for a new fund and I would like to invest by accepting the terms of their offering, but I am concerned with the requirements of Model Rule 1.8(a) that appear to be triggered whenever a lawyer enters into a business transaction with a client. Do these requirements apply even though I don’t personally represent the client? Do they apply even though I am simply investing under the terms of an offer made to the market in general, i.e., there would be no negotiation about it?

Q: Dear Ethics Lawyer, Our firm defended client X in a product liability suit in which other companies in the same industry were also defendants. The various defendants, including our client, entered into a written joint defense agreement and collaborated as a group on strategy, briefing and arguments in the matter. During discovery initiated by the plaintiff, we learned that our co-defendant Y had hired one of X’s engineers who had delivered to Y confidential and proprietary product designs of X, which Y had then used to improve its product. The product liability case has been settled, and now X would like our firm to pursue an action against Y and the former engineer for misappropriation of trade secrets and other claims relating to Y’s use of X’s intellectual property. We sent a demand letter to Y and its counsel responded, alleging that we have a conflict of interest because of our participation in the joint defense agreement with Y, and the relationship of product design at issue there to the similar issue that would be at issue in the new matter. Is this a problem for us?