New York City Bar Ethics Opinions
Free plain-English summaries of legal ethics opinions issued by the New York City Bar, with full citations and source links on every page.
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Must a New York-admitted government lawyer (DOJ or other federal, state, or local agency) comply with the New York Rules of Professional Conduct even when doing so requires disobeying a superior's directive?
Per the opinion, yes. The committee concludes that the Rules apply to all New York lawyers, including government lawyers. A government lawyer's discretion to refuse a superior's directive that would r…
Can a New York lawyer or law firm represent two or more clients bidding against each other for the same asset?
Representing competing bidders for the same asset generally creates a conflict of interest, but the conflict is often waivable in a firm setting using separate teams and information walls, or by a law…
Can one lawyer represent multiple witnesses as "pool counsel" in a government or internal corporate investigation?
Yes. A lawyer may serve as pool counsel for multiple witnesses in a government or internal investigation, subject to the conflict and confidentiality rules. The lawyer must screen for concurrent confl…
When in-house counsel represent a parent and its corporate affiliates, when is joint representation a conflict and can it be waived in advance?
For wholly owned affiliates, the parent's interests control and there is no conflict between separate clients. For affiliates the parent controls but does not wholly own, inside counsel must treat eac…
Can a lawyer contact the in-house counsel of a represented organization directly, without going through its outside counsel?
Yes, generally. The no-contact rule does not bar contacting an organization's in-house counsel, even when outside counsel is retained, so long as the contacting lawyer has a reasonable, good-faith bel…
When a government lawyer represents an agency, who is the client, and when can the lawyer also represent the agency's officials or employees in a civil case?
A government lawyer's client is ordinarily the agency, not the public at large or the individual official. The lawyer may also represent an employee personally only if a disinterested lawyer would fin…
When may a lawyer represent both a corporation and its officers or employees in a government investigation?
There is no per se bar, but the joint representation is permissible only if a disinterested lawyer would conclude it serves both the company's and the constituent's interests under DR 5-105(C), both c…
What conflict-checking records and systems must a New York law firm keep to comply with DR 5-105(e)?
Every New York law firm, including solo practitioners, must keep written or electronic records of each engagement (at minimum client names, adverse party names, and a description of the matter) and mu…
Can one law firm represent clients with differing interests in a corporate deal, or a client adverse to another firm client in a separate matter?
Yes, with disclosure and informed consent, if a disinterested lawyer would believe the firm can competently represent each client; the transactional context is judged more flexibly than litigation, we…
Does representing a trade association make every member a client, barring the lawyer from later opposing a member?
The opinion concluded there is no per se rule that representing a trade association creates an attorney-client relationship with each member; whether a member becomes a client, and thus whether the la…
If a lawyer for a limited partnership discovers the general partner is looting it, must the lawyer tell the limited partners, and may the lawyer tell outsiders?
The opinion concluded that a lawyer for a limited partnership must disclose the general partner's improprieties to the limited partners, since the entity is the client, but may not reveal the informat…
When a government agency is the opposing party in litigation, which of its officials may a lawyer interview without the agency's counsel present?
The opinion concluded that DR 7-104(A)(1) applies when the adversary is a government agency, so a lawyer may not communicate, outside the presence of agency counsel, with officials whose acts bind the…
Can the lawyer who represented the sponsor in a cooperative conversion also represent the new cooperative corporation afterward, agreeing to withdraw if a conflict arises?
The opinion concluded that the sponsor's and the cooperative corporation's interests are almost always differing interests under DR 5-105, so although dual representation is theoretically possible wit…
If I own an apartment in a co-op or condo, can I serve as the building's lawyer, or represent a fellow tenant, the board, or a buyer in matters involving the building?
The opinion concluded that a lawyer-tenant's own property and personal interests may compromise independent judgment, so the lawyer may represent the cooperative, a co-tenant, a buyer, or a tenants' g…
Can a lawyer for a partnership tell the limited partners about the general partner's misconduct?
The opinion concluded that a lawyer for a limited partnership may disclose the general partner's improprieties to the limited partners, because the duty of loyalty runs to the partnership entity and t…
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Legal ethics opinions from the New York City Bar interpret the rules of professional conduct for working lawyers, in response to inquiries from members and committees. They are not binding like court discipline decisions, but courts and discipline boards treat formal opinions as substantial guidance on how the rules apply. Every opinion above has a plain-English question and short answer, plus a link to the original source on the bar's site.