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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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