In-house counsel ethics rules – unfortunately no neat guidebook exists that gives you all of the guidance you need. Navigating complex attorney ethics rules can be challenging for law firm lawyers, but for in-house counsel things can be even more complex:
Model Rules of Professional Conduct (the “Rules”), which most U.S. jurisdictions have adopted in some form, are more compatible with law firm practice than in-house work. Although a handful of Rules, such as Rules 1.11, 1.12, and 3.8, single out government lawyers for special attention, in-house lawyers are not so fortunate. Not only must they figure out how to adapt the Rules to a corporate environment for which many of those Rules were clearly not designed, but they must do so with little assistance from ethics opinions and CLE programs. (There are some notable exceptions, such as NYCBA Formal Op. 2008-2 (“Corporate Legal Departments and Conflicts of Interest Between Represented Corporate Affiliates”) and ABA Formal Op. 99-415 (“Representation Adverse to Organization by Former In-House Lawyer”). Yet, as noted below, even those opinions cannot address all of the unique complexities raised by in-house counsel conflicts of interest. Of the scores of ethics panels I have been invited to speak on over the years, only one was titled “Ethics for In-House Counsel.” In-house lawyers are like the proverbial “square pegs” trying to navigate the “round hole” of legal ethics.