By American Bar Association
The American Bar Association Standing Committee on Ethics and Professional Responsibility released Wednesday a formal opinion that provides guidance on a lawyer’s obligations when advising an organization about conduct that may create legal risks for the organization’s constituents.
Formal Opinion 514 cites Rule 1.1 of the ABA Model Rules of Professional Conduct which sets forth a general standard of competent representation, necessary communication under Rule 1.4 and candid advice under Rule 2.1. When advising an organization, lawyers necessarily provide their legal advice through constituents such as employees, officers or board members which may have legal implications for its constituents who will be acting on the organization’s behalf. This situation implicates both the lawyer’s duties to the organization client and the lawyer’s professional obligations in interacting with the nonclient constituents of the organization.
The opinion encourages lawyers to advise and remind an organization’s constituents about the lawyer’s role early and often during the relationship. “When an organization’s lawyer provides advice to the organization about proposed conduct that may have legal implications for individual constituents, the constituents through whom the lawyer conveys advice may misperceive the lawyer’s role and mistakenly believe that they can rely personally on the lawyer’s advice,” the opinion reads. It cites Rules 4.1, 4.3 and 1.13(f) that require an organization’s lawyer to take reasonable measures to avoid or dispel constituents’ misunderstandings about the lawyer’s role.
The standing committee periodically issues ethics opinions to guide lawyers, courts and the public in interpreting and applying ABA model ethics rules to specific issues of legal practice, client-lawyer relationships and judicial behavior.
(https://www.americanbar.org/news/abanews/aba-news-archives/2025/01/aba-guidance-diligence-revised-model-rule/)
The American Bar Association Standing Committee on Ethics and Professional Responsibility released Wednesday a formal opinion that provides guidance on a lawyer’s obligations when advising an organization about conduct that may create legal risks for the organization’s constituents.
Formal Opinion 514 cites Rule 1.1 of the ABA Model Rules of Professional Conduct which sets forth a general standard of competent representation, necessary communication under Rule 1.4 and candid advice under Rule 2.1. When advising an organization, lawyers necessarily provide their legal advice through constituents such as employees, officers or board members which may have legal implications for its constituents who will be acting on the organization’s behalf. This situation implicates both the lawyer’s duties to the organization client and the lawyer’s professional obligations in interacting with the nonclient constituents of the organization.
The opinion encourages lawyers to advise and remind an organization’s constituents about the lawyer’s role early and often during the relationship. “When an organization’s lawyer provides advice to the organization about proposed conduct that may have legal implications for individual constituents, the constituents through whom the lawyer conveys advice may misperceive the lawyer’s role and mistakenly believe that they can rely personally on the lawyer’s advice,” the opinion reads. It cites Rules 4.1, 4.3 and 1.13(f) that require an organization’s lawyer to take reasonable measures to avoid or dispel constituents’ misunderstandings about the lawyer’s role.
The standing committee periodically issues ethics opinions to guide lawyers, courts and the public in interpreting and applying ABA model ethics rules to specific issues of legal practice, client-lawyer relationships and judicial behavior.
(https://www.americanbar.org/news/abanews/aba-news-archives/2025/01/aba-guidance-diligence-revised-model-rule/)
