1990 Illinois Rules of Professional Conduct
RULE 1.13
Organization as Client
[revisions to 1990 Rule are
indicated as follows: text deleted from the 1990 Rule is shown by
strikethrough;
additions to the 1990 Rule are shown in red]
(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 crime, fraud or a
other violation of law which
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.
In determining how to proceed, the
lawyer shall give due consideration to the seriousness of 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 policies of the organization concerning such matters, and any
other relevant considerations. Any measures taken shall be designed to
minimize disruption of the organization and the risk of revealing
information relating to the representation to persons outside the
organization. Such measures may include among others:
(1) asking reconsideration of the matter;
(2) advising that a separate legal opinion on the matter be
sought for representation to appropriate authority in the organization; and
(3) referring the matter to higher authority in the
organization, including, if warranted by the seriousness of the matter,
referral to the highest authority that can act in behalf of the organization
as determined by applicable law.
(c) If,
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 the law and is likely to result in substantial injury
to the organization, the lawyer may resign in accordance with Rule 1.16.
(d) Paragraph (c) shall not apply with respect to information relating to a lawyer's representation of an organization to investigate an alleged crime, fraud or other 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 crime, fraud or other 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.
(d) (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 it is apparent that the
organization's interests are adverse to those of the constituents with whom
the lawyer is dealing.
(e) (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.
Adopted February 8, 1990; effective August 1,
1990.