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Post on May 22nd, 2018
Lawyers often represent organizational clients. As noted in Rule 1.13 of the Ohio Rules of Professional Conduct, an organization is a legal entity that acts only through its constituents who are identified as its owners and duly authorized officers, directors, employees, and shareholders.

Sometimes a lawyer may have conflicting directions from constituents about the objectives of the representation.  The Board of Professional Conduct recently addressed this situation in Opinion 2018-1.  The Opinion indicates that a lawyer for an organization has an ethical obligation to carry out the legal representation in furtherance of the best interests of the organization, but not the independent interests of the organization’s constituents.

Practice Tip:  If you represent organizational clients, be sure to clarify from the outset of the representation who may direct the representation.  When the lawyer receives conflicting directions, the lawyer should clarify for the constituent the identity of the client and ensure the constituent understands how the lawyer will proceed in light of the conflicting directions.  REPRESENTING THE ORGANIZATIONAL CLIENT 5 22 2018