I take part in a public state corporation's selection process. My firm represents a shareholder of one bidding company but not the company itself. Do the conduct rules bar my participation?
Apply this to your situation
This page answers the general question as of 1993. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
The inquiring attorney's law firm represented a public state corporation. The corporation was considering proposals for a position, and Company A had submitted a proposal. The firm represented one of Company A's shareholders but had no client-lawyer relationship with Company A itself. The attorney asked whether he could participate in the discussions in the selection process for the position.
The Panel did not perceive a violation of any Rule of Professional Conduct in the attorney's participation. It noted that the attorney was not acting as legal counsel to the corporation and did not have a client-lawyer relationship with Company A.
Out of an abundance of caution, the Panel suggested that the attorney advise the corporation that his firm had a client-lawyer relationship with a shareholder of Company A. It closed by noting that its guidance was restricted to the Rules of Professional Conduct and did not extend to the State Ethics Code or other law.
Currency note
This opinion was issued in 1993 (Opinion 93-96, issued December 8, 1993), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule mentioned here.
Common questions
Q: Does representing a bidder's shareholder disqualify a lawyer from a public corporation's selection process?
A: On these facts, no. The Panel perceived no violation because the attorney was not counsel to the corporation and had no client-lawyer relationship with the bidding company.
Q: Did the Panel recommend any step even though it found no violation?
A: Yes. Out of caution, it suggested the attorney advise the corporation that his firm represented a shareholder of the bidding company.
Background and rules framework
The inquiry asked whether a lawyer's participation in a public corporation's selection process was barred where the lawyer's firm represented a shareholder of one bidder. The Panel resolved it on the absence of the two relationships that would raise a conflict: the attorney was not counsel to the corporation making the selection, and the firm had no client-lawyer relationship with the bidding company. The opinion cites no specific Rule number and rests on the general absence of a prohibition, adding a cautionary disclosure suggestion.
Citations and references
Rules of Professional Conduct:
- The opinion cites no specific Rule of Professional Conduct; it perceives no violation and rests on the absence of the client relationships that would create a conflict.
See also
- RI EAP Opinion 93-23: representing a shareholder adverse to a current or former client-employee under Rules 1.7 and 1.9
- RI EAP Opinion 93-80: a shareholder acting as lawyer to a closely held corporation under Rule 1.7
Source
- Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
- Original PDF: https://www.courts.ri.gov/Opinions/EAP%2093-96.pdf
Original opinion text
Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.
FINAL
ETHICS ADVISORY PANEL
OPINION #93-96 REQUEST #441
Issued December 8, 1993
The inquiring attorney's law firm represents a public state corporation ("the Corporation"). The Corporation is considering proposals for a position. Company A has submitted a proposal for the position. The inquiring attorney's law firm represents one of Company A's shareholders, but it has no client-lawyer relationship with Company A. The inquiring attorney asks whether he may participate in discussions in the selection process relative to the matter.
The Panel does not perceive a violation of any of the Rules of Professional Conduct by the inquiring attorney's participation in the selection process. The inquiring attorney is not acting as legal counsel to the Corporation and does not have a client-lawyer relationship with Company A. However, out of an abundance of caution, the Panel suggests that the inquiring attorney advise the Corporation that his/her law firm has a client-lawyer relationship with a shareholder of Company A.
The Panel's guidance is restricted to interpretations of the Rules of Professional Conduct and does not extend to issues under the State Ethics Code or any other rules, regulations or laws that may have bearing on the issue raised by this inquiry.
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