Did a special counsel to the governor have to end a simultaneous corporate consulting engagement?

Plain-English summary

A private lawyer contracted to serve substantially full time as special legal counsel to Vermont's governor and also entered a consulting agreement with Control Electric Corporation. The corporate work excluded matters involving Vermont or its regulatory agencies.

The committee read DR 5-105(A) and (B) as turning on whether adverse effects on independent judgment or differing interests will arise or are likely to arise. It found that the two contracts alone did not establish a conflict requiring withdrawal; the corporate-work exclusion meant a conflicting matter was not shown likely on the stated facts.

The opinion warned that information gained for one client could affect the other, especially advance knowledge of state regulatory or promotional plans. It did not assume the lawyer could not protect both clients' confidences. It said any later conflict would have to be evaluated in the particular matter.

Currency note

This opinion was issued in 1979 under Vermont's former Code of Professional Responsibility. The Vermont Supreme Court's rules history says the Rules of Professional Conduct replaced the Code and applied to lawyer conduct after September 1, 1999; the court later made comprehensive amendments in 2009. 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 Treat this page as historical context, not current guidance.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, deadline, or requirement.

Common questions

Q: Did the two contracts require automatic withdrawal?

A: No. The committee said their simultaneous existence alone did not require the lawyer to withdraw from either.

Q: Did the opinion clear every later matter?

A: No. It said a conflict could arise in a particular matter and withdrawal would depend on review of that situation.

Q: What corporate-work limit did the committee consider?

A: The lawyer’s work for Control Electric excluded matters involving Vermont or state regulatory agencies.

Background and rules framework

The opinion quoted DR 5-105(A) through (C) and EC 5-15 on independent judgment, differing interests, consent after disclosure, and potentially divided loyalty.

Citations and references

Vermont Code of Professional Responsibility:

• DR 5-105(A)–(C); EC 5-15.

See also

• Vermont Ethics Op. 81-08: Opposing state agencies
• Vermont Ethics Op. 79-29: Attorney General’s office defending judges

Source

• Landing page: VBA conflict of interest opinions
• Original PDF: Vermont Advisory Opinion 79-05
• Rules history: Vermont Rules of Professional Conduct, “These rules apply to lawyer conduct after September 1, 1999.”