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37 S. Tex. L. Rev. 1167 (1996)
Between an Ethical Rock and a Hard Place: Balancing Duties to the Organizational Client and Its Constituents

handle is hein.journals/stexlr37 and id is 1183 raw text is: BETWEEN AN ETHICAL ROCK AND A HARD
PLACE: BALANCING DUTIES TO THE
ORGANIZATIONAL CLIENT AND
ITS CONSTITUENTS
ELLEN A. PANSKY*
I.  INTRODUCTION   ..........................................  1167
II. CONFLICTS VICARIOUSLY CREATED THROUGH CLIENT
RELATIONSHIPS    .........................................  1169
A. It is Paramount to Identify the Client ................ 1170
B. A Distinction Exists Where a Potential Conflict is
Created by Merger or Acquisition ................... 1173
III. IMPLIED ATrORNEY-CLIENT RELATIONSHIPS AND
DUTIES FLOWING TO INTENDED BENEFICIARIES ........ 1178
A. Intended Beneficiary ................................ 1179
B. Duties to Constituents and Affiliates Do Not Arise
Where the Organizational Entities' Interests are
Adverse to the Constituent or Affiliate .............. 1181
C. Implied Relationship Between Attorney and Client.. 1184
IV.  CONCLUSION    ............................................  1187
I. INTRODUCTION
BOB: Hello, Jan. It's Bob over at the bank.
LAWYER: Good afternoon, Bob. How are Barbara and the
kids?
BOB: Just fine thanks. Listen, Jan, I was so impressed with the
work you've done for the bank, I thought I'd pick your brain for
a minute about the best way to structure the compensation pack-
age I'm being offered.
LAWYER: That's right! Congratulations on your promotion
to management! Sure, Bob, tell me the terms of your deal.
* Principal, Pansky & Markle, Los Angeles, California; B.A., U.C.L.A., summa cum
laude, 1974; J.D., Loyola University of Los Angeles, 1977. Ms. Pansky is a Charter Mem-
ber of the ABA Center of Professional Responsibility, Chair of the Gender Bias Commit-
tee for the National Association of Women Lawyers, Chair of the L.A. County Bar
Committee on Professional Responsibility and Ethics, and Immediate Past President of the
Association of Professional Responsibility Lawyers.

1167

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