(a) A lawyer
employed or
retained by an
organization
represents the
organization
acting through
its duly
authorized
constituents.
(b) If a lawyer
for an
organization
knows that an
officer,
employee or
other person
associated with
the organization
is engaged in
action, intends
to act or
refuses to act
in a matter
related to the
representation
that is a
violation of a
legal obligation
to the
organization, or
a violation of
law that
reasonably might
be imputed to
the
organization,
and that is
likely to result
in substantial
injury to the
organization,
then the lawyer
shall proceed as
is reasonably
necessary in the
best interest of
the
organization.
Unless the
lawyer
reasonably
believes that it
is not necessary
in the best
interest of the
organization to
do so, the
lawyer shall
refer the matter
to higher
authority in the
organization,
including, if
warranted by the
circumstances to
the highest
authority that
can act on
behalf of the
organization as
determined by
applicable law.
(c) Except as
provided in
paragraph (d),
if
(1) despite
the lawyer's
efforts in
accordance
with
paragraph
(b) the
highest
authority
that can act
on behalf of
the
organization
insists upon
or fails to
address in a
timely and
appropriate
manner an
action, or a
refusal to
act, that is
clearly a
violation of
law, and
(2) the
lawyer
reasonably
believes
that the
violation is
reasonably
certain to
result in
substantial
injury to
the
organization,
then the lawyer
may reveal
information
relating to the
representation
whether or not
Rule 1.6 permits
such disclosure,
but only if and
to the extent
the lawyer
reasonably
believes
necessary to
prevent
substantial
injury to the
organization.
(d) Paragraph
(c) shall not
apply with
respect to
information
relating to a
lawyer's
representation
of an
organization to
investigate an
alleged
violation of
law, or to
defend the
organization or
an officer,
employee or
other
constituent
associated with
the organization
against a claim
arising out of
an alleged
violation of
law.
(e) A lawyer who
reasonably
believes that he
or she has been
discharged
because of the
lawyer's actions
taken pursuant
to paragraphs
(b) or (c), or
who withdraws
under
circumstances
that require or
permit the
lawyer to take
action under
either of those
paragraphs,
shall proceed as
the lawyer
reasonably
believes
necessary to
assure that the
organization's
highest
authority is
informed of the
lawyer's
discharge or
withdrawal.
(f) In dealing
with an
organization's
directors,
officers,
employees,
members,
shareholders or
other
constituents, a
lawyer shall
explain the
identity of the
client when the
lawyer knows or
reasonably
should know that
the
organization's
interests are
adverse to those
of the
constituents
with whom the
lawyer is
dealing.
(g) A lawyer
representing an
organization may
also represent
any of its
directors,
officers,
employees,
members,
shareholders or
other
constituents,
subject to the
provisions of
Rule 1.7. If the
organization's
consent to the
dual
representation
is required by
Rule 1.7, the
consent shall be
given by an
appropriate
official of the
organization
other than the
individual who
is to be
represented, or
by the
shareholders.
