I represent a small corporation, which has three shareholders who each hold roughly one-third of its corporate stock. I deal primarily with one shareholder, who is the president of the corporation. In fact, I used to represent that shareholder personally. Who is my client? Is it just the corporate entity?
Rule of Professional Conduct 1.13, titled “Organization as a Client,” makes very clear that the lawyer represents the “organization acting through its duly authorized constituents.” Comment 1 to this rule notes that the duties set forth in this rule apply not only to a corporation, but also to unincorporated associations. But the major point is that the lawyer represents the corporation, not the officers, but the lawyer works through the officers of the corporation.
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