Providing legal representation to just one can itself become very complex. One can only imagine, then, just how much more difficult it may be to represent the interest of an entire organization.
Attorneys often need to be privy to a client’s sensitive information. When that information belongs to a professional organization, added safeguards may be put in place to help prevent unauthorized disclosures. Many might claim that any information received by an attorney from a client organization is protected by attorney-client privilege. That, however, is not always the case.
Indeed, a common misunderstanding related to attorney-client privilege is the notion that no matter what a client says or does, their attorney cannot disclose any of it. The American Bar Association’s Model Rules of Professional Conduct contradict that assumption. They even go so far as to authorize attorneys to disclose information even without a client’s approval (albeit in very unique circumstances). This right extends to cases where the client is an organization. The ABA does permit the disclosure of information if an attorney knows that anyone associated with their client organization is engaged in conduct, intends to engage in conduct or has refused to act to stop conduct that is in violation of the law or the legal obligation of the organization. In such an instance, the attorney is permitted to take such information to highest authority within the organization granted with the power to act upon it.
An attorney is permitted to not disclose any information in such a situation if they do not believe it would be in the best interest of the organization to do so. It essentially all comes down to their interpretation. If they ultimately decide to disclose it, they may go even above the ABA’s traditional guidelines for non-authorized disclosures in doing so.