The Ohio Board of Professional Conduct today issued an advisory opinion concerning a lawyer’s responsibilities when representing a client-organization.

In Advisory Opinion 2018-01, the board concludes that a lawyer represents the organization, not the individual owners, officers, or employees of the client-organization, and must possess a clear understanding of the best interests of the organization.

The board emphasizes that best interests are determined by the client-organization and not the lawyer. However, when conflicts between constituents occur concerning the legal steps to be taken in the best interests of the client-organization, the lawyer must act with “commitment and dedication to the interests” of the client-organization and follow the directions of the highest constituent in the organization, that is, the board of directors.

The board also advises lawyers to clarify with the client-organization at the outset of the representation how the reporting relationships among the constituents must work to avoid conflicting directions.

In addition, the board explains that a lawyer does not owe any ethical duty to insurers, contractors, or other third parties related to the client-organization because they are not defined by the rule as “constituents” and do not hold equivalent positions within the organization, such as owners, directors, officers, employees, members, and shareholders.