APRIL 2025 | 71 THE OKLAHOMA BAR JOURNAL In representing a client, a lawyer shall exercise independent professional judgment and render candid advice. In rendering advice, a lawyer may refer not only to law but to other considerations such as moral, economic, social and political factors, that may be relevant to the client’s situation. ADVICE TO CONSTITUENTS The opinion also addresses the lawyer’s responsibility to nonclient constituents of the organization. As noted earlier, lawyers representing an organization do not owe nonclient constituents the same duties owed to the organizational client. But lawyers representing organizational clients may have obligations to nonclient constituents of the organization under the Rules of Professional Conduct. For example, ORPC 4.1 requires the lawyer to be truthful when dealing with others on their client’s behalf. Further, ORPC 4.3 prohibits a lawyer from giving legal advice other than advice to secure counsel to an unrepresented person “if the lawyer knows or reasonably should know that the interests of such person are or have a reasonable possibility of being in conflict with the interests of the client.” ORPC 4.3 also requires a lawyer to correct misunderstandings about the lawyer’s role in a particular matter. This is particularly important, given that the constituents who have received the lawyer’s advice for the organization may believe they are clients of the lawyer when they are not. The opinion summarizes the lawyer’s duty as: The Model Rules do not provide any particular formula for avoiding or dispelling constituents’ possible misunderstandings. Under the circumstances, the lawyer may need to discuss with the nonclient constituent that: the lawyer represents only the organization, and not the constituents; the constituents may have a personal legal risk if the constituents act on behalf of the organization in the matter under discussion; the lawyer is rendering advice to the organization through the individual constituents, not to, or for the benefit of, the individual constituents; in giving advice to the organization, the lawyer is taking account of the interests of the organization, not necessarily those of the individuals; and if individual constituents want legal advice about how a proposed course of conduct will affect their personal legal interests, the constituents must seek that advice from their own counsel, not from the organization’s lawyer. There is much more information in ABA Formal Opinion 514. I recommend that lawyers who advise organizational clients take a look at the opinion for the guidance it provides. Mr. Stevens is OBA ethics counsel. Have an ethics question? It’s a free member benefit, and all inquiries are confidential. Contact him at richards@okbar.org or 405-416-7055. Ethics information is also available online at www.okbar.org/ec.
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