Questions on Duties to Organizational Clients

1. The Model Rules work on the theory that a lawyer can be counsel for an entity like a corporation alone, without also representing its constituents. Not only can a lawyer represent an entity like a corporation, but he or she can also represent an unincorporated organization such as a union or partnership. Why do you think that this entity approach was chosen? Why not simply understand any lawyer for an entity as a lawyer who jointly represents its constituents?

2. On the other hand, as we have already seen, a lawyer can also jointly represent individuals engaging in a common enterprise or business venture. This brings up a serious conceptual problem. How does one determine whether a lawyer is representing the entity alone or merely jointly representing its constituents (or even, perhaps, jointly representing the entity and its constituents)? How might the theory of representation one adopts make a difference when the constituents of the entity come into conflict?
For example, consider the following situation:

Two hundred people owning land adjoining an airport hire you to sue the airport for nuisance. They agree that a vote of the majority is enough to bind all of them to a settlement. In the end, 101 people want to settle -- the remaining 99 have told you that they do not want you to settle and do not give you the authorization to settle for them. Can you enter into a settlement for the 99 if dissenters if you are representing a group entity alone? Can you do so if you are merely representing 200 people jointly?

3. Officers of the A Corp. and the A Corp.'s corporate counsel talk casually to the corporate counsel for the B Corp., a wholly owned subsidiary of the A Corp., concerning details of a suit against the A Corp. The plaintiff in the suit against the A Corp. seek discovery of these conversations on the ground that they were in the presence of non-privileged parties (and therefore not subject to the attorney-client privilege). What result?

4. You are corporate counsel and like to talk with people on the assembly line about cases that the corporation is pursuing. Is this compatible with the duty of confidentiality that yuou have to your client?

5. You find out that the corporation that you are counsel for is a front for the Mob. Does MR 1.13(b) apply? What should you do?

6. You are counsel for a corporation and find out that an employee has cheated on his income taxes. Does MR 1.13(b) apply? What should you do?

7. Imagine that you are counsel for a small corporation with three shareholders. Two of the shareholders, who are also officers, have been leading the corporation to enter into contracts with entities owned by the officers, to their advantage and to the disadvantage of the corporation. When you confront them about this they tell you not to inform the minority shareholder who is not an officer. Can you do so anyway? Let's say that to keep you from informing the minority shareholder, they fire you. Can you still inform the minority shareholder?