Abstract

http://ssrn.com/abstract=296687
 
 

Citations (1)



 
 

Footnotes (103)



 


 



Whom (Or What) Does The Organization's Lawyer Represent?


William H. Simon


Columbia University - Law School; Stanford University - Stanford Law School


Stanford Law School, Public Law Research Paper No. 30

Abstract:     
Professional responsibility issues involving organizational clients are distinctively difficult because organizations consist of constituents with conflicting interests. Doctrine has only recently begun to address the effect of internal conflict on a lawyer's responsibilities to an organizational client. The results have been inconsistent and often implausible. This article surveys current approaches and offers recommendations for improvement. It analyzes the distinction between "joint" representation and "entity" representation and argues that the differences between them should not be as great as conventional discussion assumes. With respect to the notion of "entity" representation, it criticizes a prominent tendency in the cases to conflate the interests of the organization as an "entity" with the goals of its incumbent management. It also criticizes the approach of the Model Rules of Professional Conduct and the Restatement of the Law Governing Lawyers, which identifies the "entity" with its authority structure. These approaches suffer from the influence of anachronistic corporate law doctrine that implies that the interests that constitute a corporation's identity do not include norms of fair distribution among its constituents. An adequate understanding of organizational representation requires a view of the corporation as a Framework of Dealing that includes both procedural and distributive norms. The analysis focuses primarily on corporations, but a concluding section suggests that it also applies to other organizational forms.

Number of Pages in PDF File: 78

working papers series


Download This Paper

Date posted: January 18, 2002  

Suggested Citation

Simon, William H., Whom (Or What) Does The Organization's Lawyer Represent?. Stanford Law School, Public Law Research Paper No. 30. Available at SSRN: http://ssrn.com/abstract=296687 or http://dx.doi.org/10.2139/ssrn.296687

Contact Information

William H. Simon (Contact Author)
Columbia University - Law School ( email )
435 West 116th Street
Jerome Greene Hall, Mailbox A-18
New York, NY 10027
United States
212-854-9215 (Phone)
212-854-7946 (Fax)
Stanford University - Stanford Law School ( email )
559 Nathan Abbott Way
Stanford, CA 94305-8610
United States
(650) 723-4605 (Phone)
Feedback to SSRN


Paper statistics
Abstract Views: 2,386
Downloads: 421
Download Rank: 37,420
Citations:  1
Footnotes:  103

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo4 in 0.312 seconds