Q: Dear Ethics Lawyer, I am in-house counsel for a corporation dealing primarily with Mr. P, who is president and a substantial shareholder. Mr. P has asked me to prepare a legal analysis that would lay out the tax ramifications of a proposed compensation and benefits package for all corporate officers, and make recommendations about how to optimize it.

Because part of the motivation in considering the new package is the recruitment and retention of corporate officers, he asks that the memo address ramifications to both the corporation and to affected individuals, including himself, who would be subject to the new package. He provides his relevant tax information (as do other existing corporate officers). What are the ethical considerations?

Q: Dear Ethics Lawyer, I am a lawyer with a small firm. Recently, one of our partners (Betty) left the firm to join another firm, and Betty took with her a significant client that she had brought to the firm. She took all the client files (paper and electronic) and also took with her the only associate who had worked on any of that client’s matters. Now, a month later, a dispute has erupted between one of my clients and Betty’s client, and they want me to represent them in a suit against Betty’s client. I am worried that Betty’s client was also a client of our firm only a month ago. Does this create a conflict issue for us either under the former client rule 1.9, or the imputation of conflicts rule 1.10?

Q: Dear Ethics Lawyer, I am an attorney for a company desiring to complete a relatively small real estate transaction with an individual to facilitate a larger development. In order to complete the transaction, the individual needs to document an agreement she has with a third party by which the third party will release their interest. In order to make this happen, she asked me if I could draft a writing to reflect the agreement between her and the third party, that she can then get signed. My client company doesn’t mind. Can I do it and if so under what circumstances?

Q: Dear Ethics Lawyer, My firm currently represents two sophisticated commercial parties: client A on tax matters and client B in environmental work. Our firm’s engagement letter with each contains a paragraph providing for an advance waiver of conflicts for matters that are unrelated to the engagement. A and B now desire to enter into an asset purchase/sale unrelated to any work done by our firm for either one. A has already secured different counsel. May our firm advise B in the transaction? Are there any additional requirements or disclosures that must be made?

Q: Dear Ethics Lawyer, I am a litigation partner in a firm. My daughter and niece graduated from law school together, and they have now gone to work for separate local litigation boutiques. A large multi-party case was recently filed against a number of defendants, including one of my firm’s clients. Most local law firms have become involved. In a quirk of coincidence, my daughter, my niece and I have each entered appearances for defendants, which have cross-claimed against each other. Do I have a conflict appearing as counsel in the action in which my daughter and niece are on opposing legal teams if they are not the lead? Does this situation result in Rule 1.10(a) imputed disqualification of any of the firms?

Q: Dear Ethics Lawyer, My firm has represented a wealthy family in estate planning matters for many years. In addition, for at least 25 years, the firm has represented a business owned by family members in a variety of general business matters for which time has been billed to a general file in the company’s name. The business has been in decline, and time was last billed to the company’s general file about a year ago, but the general file has never been closed. Can the firm now undertake an action adverse to the company if the substance of the action has nothing to do with any prior representation?

Q: Dear Ethics Lawyer, My best friend asked me to prepare an estate plan for her giving various family members substantial gifts. With gratitude for our friendship she also wishes to bequeath my daughter, her goddaughter, a first edition book of philosopher Jeremy Bentham, whom she knows is one of her favorites. She will sign a written waiver of any conflict and confirming that she had the opportunity to seek advice of other counsel. May I do this under the ethical rules? 

Q: Dear Ethics Lawyer, We live in a complicated world. I’ve been a lawyer for a while now, and most of my friends and acquaintances are lawyers who do more or less the same things I do, and I’m dating (non-exclusively) another lawyer who also has a similar practice (in another firm). In representing clients, I often find myself opposite a friend or acquaintance, and now have a matter opposite the lawyer I have a dating relationship with. I’m struggling whether any of this needs to be disclosed to clients, requires a waiver, or is just flat out-of-bounds.