RULE 1.13 ORGANIZATION AS CLIENT
(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 necessarily 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 consultant associated with the organization against a claim arising out of an alleged violation of law.
(e) A lawyer who reasonably believes the lawyer has been discharged because of the lawyer's actions taken pursuant to paragraph (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.
(b) (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 reasonably
believes that the organization's interests are or are likely to become adverse to those of the
constituents with whom the lawyer is dealing.
(c) (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 constituent of the organization other than the individual who is to be
The Entity as the Client
 An organizational client is a legal entity, but it cannot act except through its
employees, shareholders and other constituents. Officers, directors, employees and shareholders
the constituents of the corporate organizational client. The duties defined in this
apply equally to unincorporated associations. "Other constituents" as used in this
means the positions equivalent to officers, directors, employees and shareholders held by persons
acting for other organizational clients that are not corporations.
 When one of the constituents of an organizational client communicates with the organization's lawyer in that person's organizational capacity, the communication is protected by Rule 1.6. Thus, by way of example, if an organizational client requests its lawyer to investigate allegations of wrongdoing, interviews made in the course of that investigation between the lawyer and the client's employees or other constituents are covered by Rule 1.6. This does not mean, however, that constituents of an organizational client are the clients of the lawyer. The lawyer may not disclose to such constituents information relating to the representation except for disclosures explicitly or impliedly authorized by the organizational client in order to carry out the representation or as otherwise permitted by Rule 1.6.
In determining how to proceed pursuant to Rule 1.6, the lawyer should consider the
the violation and its consequences, the scope and nature of the lawyer's representation, the
responsibility in the organization and the apparent motivation of the person involved, the
of the organization concerning such matters, and any other relevant considerations.
 When constituents of the organization make decisions for it, the decisions
ordinarily must be
accepted by the lawyer even if their utility or prudence is doubtful. Decisions concerning policy
operations, including ones entailing serious risk, are not as such in the lawyer's province.
different considerations arise when the lawyer knows that the organization may be substantially
injured by action of a constituent thatis in violation of law or the bylaws of the
such a circumstance, it may be reasonably necessary for the lawyer to ask the constituent to
reconsider the matter. If that fails, or if the matter is of sufficient seriousness and importance to
organization, it may be reasonably necessary for the lawyer to take steps to have the matter
by a higher authority in the organization. Clear justification should exist for seeking review over
the head of the constituent normally responsible for it. The stated policy of the organization may
define circumstances and prescribe channels for such review, and a lawyer should encourage the
formulation of such a policy. Even in the absence of organization policy, however, the lawyer
have an obligation to refer a matter to higher authority, depending on the seriousness of the
and whether the constituent in question has apparent motives to act at variance with the
organization's interest. Review by the chief executive officer or by the board of directors may be
required when the matter is of importance commensurate with their authority. At some point it
be useful or essential to obtain an independent legal opinion. When an officer or
acts in a manner that violates a legal obligation to the organization or violates the law in a way
might be imputed to the organization, and the lawyer knows that the organization is likely to be
substantially injured by such acts, paragraph (b) requires the lawyer to proceed as is reasonably
necessary in the best interest of the organization. Knowledge can be inferred from a person's
conduct in the circumstances, and a lawyer cannot ignore the obvious. The terms "reasonable"
"reasonably" imply a range within which the lawyer's conduct will satisfy the requirements of
Rule. In determining what is reasonably in the best interest of the organization, the
at the time of determination are relevant. Such circumstances may include, among others, the
lawyer's area of expertise, the time constraints under which the lawyer is acting, and the lawyer's
previous experience and familiarity with the client. For example, the facts suggesting a violation
may be part of a large volume of information that the lawyer has insufficient time to comprehend
fully. Or the facts known to the lawyer may be sufficient to signal the likely existence of a
to an expert in a particular field of law but not to a lawyer who works in another specialty.
such circumstances the lawyer would not have an obligation to proceed under paragraph (b).
 In determining how to proceed under paragraph (b), the lawyer should give due consideration to the seriousness of the violation and its consequences, the responsibility in the organization and the apparent motivation of the person involved, the policies of the organization concerning such matters, and any other relevant considerations. Ordinarily, referral to a higher authority would be necessary. In some circumstances, however, it may be appropriate for the lawyer to ask the constituent to reconsider the matter; for example, if the circumstances involve a constituent's innocent misunderstanding of law and subsequent acceptance of the lawyer's advice, the lawyer may reasonably conclude that the best interest of the organization does not require that the matter be referred to higher authority. If a constituent persists in conduct contrary to the lawyer's advice, it will be necessary for the lawyer to take steps to have the matter reviewed by a higher authority in the organization. If the matter is of sufficient seriousness and importance or urgency to the organization, referral to higher authority in the organization may be necessary even if the lawyer has not communicated with the constituent. Any measures taken should, to the extent practicable, minimize the risk of revealing information relating to the representation to persons outside the organization. Even in circumstances where a lawyer is not obligated by this Rule to proceed under paragraph (b), a lawyer may bring to the attention of an organizational client, including its highest authority, matters that the lawyer reasonably believes to be of sufficient importance to warrant doing so in the best interest of the organization.
In an extreme case, it may be reasonably necessary for the lawyer to
refer the matter to the
Paragraph (b) also makes clear that when it is reasonably necessary to enable the
address the matter in a timely and appropriate manner, the lawyer must refer the matter to the
highest authority that can act on behalf of the organization under applicable law. The
highest authority . Ordinarily, that is to whom a matter may be referred will be
the board of directors
or similar governing body. However, applicable law may prescribe that under certain conditions
highest authority reposes elsewhere ;, for example, in the independent
directors of a corporation.
Relation to Other Rules
This The authority and responsibility provided in this Rule
are concurrent with the authority
and responsibility provided in other rules. In particular, this Rule does not limit or expand
lawyer's responsibility under Rules 1.6, 1.8, 1.16, 3.3 or 4.1. Paragraph (c)
of this Rule supplements
Rule 1.6(c) by providing an additional basis upon which the lawyer may reveal information
to the representation, but does not modify, restrict, or limit the provisions of Rule 1.6(c)(1)
Under paragraph (c) of this Rule, the lawyer may reveal such information only when the
organization's highest authority insists upon or fails to address threatened or ongoing action that
clearly a violation of law, and then only to the extent the lawyer reasonably believes necessary to
prevent reasonably certain substantial injury to the organization. It is not necessary that the
services be used in furtherance of the violation, but it is required that the matter be related to the
lawyer's representation of the organization. If the lawyer's services are being used by an
organization to further a crime or fraud by the organization, Rule 1.2(d)can be
1.6(c)(1) and 1.6(c)(2) may permit the lawyer to disclose confidential information. In such
circumstances Rule 1.2(d) may also be applicable, in which event, withdrawal from the
representation under Rule 1.16(a)(1) may be required.
 Paragraph (d) makes clear that the authority of a lawyer to disclose information relating to a representation in circumstances described in paragraph (c) does not apply with respect to information relating to a lawyer's engagement by an organization or an officer, employee or other person associated with the organization against a claim arising out of an alleged violation of law. This is necessary in order to enable organizational clients to enjoy the full benefits of legal counsel in conducting an investigation or defending against a claim.
 A lawyer who reasonably believes that he or she has been discharged because of the lawyer's actions taken pursuant to paragraph (b) or (c), or who withdraws in circumstances that require or permit the lawyer to take action under either of these paragraphs, must proceed as the lawyer reasonably believes necessary to assure that the organization's highest authority is informed of the lawyer's discharge or withdrawal.
 The duty defined in this Rule applies to governmental organizations. Defining precisely the identity of the client and prescribing the resulting obligations of such lawyers may be more difficult in the government context and is a matter beyond the scope of these Rules. Although in some circumstances the client may be a specific agency, it may also be a branch of government, such as the executive branch, or the government as a whole. For example, if the action or failure to act involves the head of a bureau, either the department of which the bureau is a part or the relevant branch of government may be the client for purposes of this Rule. Moreover, in a matter involving the conduct of government officials, a government lawyer may have authority under applicable law to question such conduct more extensively than that of a lawyer for a private organization in similar circumstances. Thus, when the client is a governmental organization, a different balance may be appropriate between maintaining confidentiality and assuring that the wrongful act is prevented or rectified, for public business is involved. In addition, duties of lawyers employed by the government or lawyers in military service may be defined by statutes and regulation. This Rule does not limit that authority.
Clarifying the Lawyer's Role
 There are times when the organization's interest may be or become adverse to
those of one or
more of its constituents. In such circumstances the lawyer should advise any constituent, whose
he reasonable believes is or is likely to become
the lawyer finds adverse to that of the
organization of the conflict or potential conflict of interest, that the lawyer cannot represent such
constituent, and that such person may wish to obtain independent representation. Care must be
to assure that the individual understands that, when there is such adversity of interest, the lawyer
the organization cannot provide legal representation for that constituent individual, and that
discussions between the lawyer for the organization and the individual may not be privileged.
 Whether such a warning should be given by the lawyer for the organization to any constituent individual may turn on the facts of each case.
(c)(g) recognizes that a lawyer for an
organization may also represent a principal
officer, or major shareholder or other constituent of the organization.
 Under generally prevailing law, the shareholders or members of a corporation may bring suit to compel the directors to perform their legal obligations in the supervision of the organization. Members of unincorporated associations have essentially the same right. Such an action may be brought nominally by the organization, but usually is, in fact, a legal controversy over management of the organization.
 The question can arise whether counsel for the organization may defend such an action. The proposition that the organization is the lawyer's client does not alone resolve the issue. Most derivative actions are a normal incident of an organization's affairs, to be defended by the organization's lawyer like any other suit. However, if the claim involves serious charges of wrongdoing by those in control of the organization, a conflict may arise between the lawyer's duty to the organization and the lawyer's relationship with the board. In those circumstances, Rule 1.7 governs who should represent the directors and the organization.
Reference: Minutes of the Professional Conduct Subcommittee of the Attorney Standards Committee on 04/26/85, 08/23/85, 09/20/85, 11/08/85 and 01/31/86; Minutes of the Joint Committee on Attorney Standards on 02/27/04, 03/18/05, 06/14/05.