Could a corporation's lawyer represent one shareholder against another in a corporate-assets suit?
Apply this to your situation
This page answers the general question as of 1994. Ask about yours and see what the current Missouri Rules of Professional Conduct say for your facts, with citations.
Plain-English summary
A lawyer prepared a corporation's formation documents, stock certificates, minutes, and a buy-sell agreement. The question was whether that lawyer could represent one shareholder against another in litigation over the corporation and its assets.
The opinion answered no without both shareholders' consent. It said the extent of the lawyer's corporate work meant the lawyer was also viewed as having represented both shareholders. The opinion cited no numbered rule.
Currency note
This 1994 opinion predates Missouri's 2007 amendments to its Rules of Professional Conduct. An official reference note identifies July 1, 2007 amendments to Rules 4-1.9 and 4-1.10. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context and verify current rules before relying on it.
Common questions
Q: Could the lawyer represent shareholder A against shareholder B?
A: Not unless both shareholders consented.
Q: Why did the earlier corporate work matter?
A: The opinion said its extent meant the lawyer was also viewed as representing both shareholders.
Background and rules framework
The opinion based its conflict conclusion on the extent of the lawyer's prior corporate work and the resulting representation of both shareholders. It cited no numbered rule.
See also
- Missouri Informal Op. 2021-05: Company manager joint representation
- Missouri Informal Op. 940174: Guardianship family conflict
Source
- Landing page: https://mo-legal-ethics.org/informal-opinion/940172/
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
QUESTION: Attorney previously prepared the Articles of Incorporation, Bylaws, stock certificates and minutes of meetings for corporation X. Attorney subsequently prepared a Buy-Sell agreement at the direction of the corporate accountant. May Attorney now represent shareholder A against shareholder B in a suit related to the corporation and its assets? ANSWER: No, Attorney´s representation of the corporation has been to such an extent that he is also viewed as representing the two shareholders. Therefore, Attorney may not represent either shareholder in the lawsuit unless both consent.
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