A paralegal is assisting an attorney with a complex corporate merger involving multiple international entities. During due diligence, the paralegal discovers a minor discrepancy in an environmental compliance report from one of the acquired companies, which appears to have been overlooked by the acquiring company's legal team. The discrepancy is not material enough to derail the merger but could lead to future regulatory fines if unaddressed. The supervising attorney has indicated a desire to expedite the merger closure. What is the paralegal's most appropriate ethical action?
- ADiscuss the discrepancy directly with the acquired company's environmental compliance officer to seek clarification.
- BCorrect the discrepancy in the report without informing the attorney, assuming it's a minor administrative error.
- CBring the discrepancy to the immediate attention of the supervising attorney, providing all relevant details and potential implications.
- DNote the discrepancy in the due diligence summary but downplay its potential impact to avoid delaying the merger.
Show answer & explanationAnswer & explanation
Correct answer: C. Bring the discrepancy to the immediate attention of the supervising attorney, providing all relevant details and potential implications.
Paralegals have a duty to assist their attorneys in providing competent and diligent representation. Discovering a potential issue, even a minor one, necessitates immediately informing the supervising attorney so they can assess the risk and advise the client appropriately, fulfilling the duty of candor and avoiding potential future liabilities.
Why the other options are wrong
- A. Communicating directly with the acquired company's personnel without the attorney's explicit instruction could violate attorney-client privilege, create UPL issues, or interfere with the merger negotiations.
- B. Altering a client document without attorney knowledge or instruction is unethical, potentially constitutes spoliation of evidence, and is beyond the scope of a paralegal's authority.
- D. Downplaying an issue, even if minor, is a breach of the paralegal's duty to provide accurate and complete information, potentially misleading the attorney and client.
Paralegal Duty of Diligence and Candor
Paralegals must diligently perform their duties, accurately report findings, and promptly communicate all relevant information to their supervising attorney to ensure competent legal representation.
- Report all material findings, positive or negative.
- Do not withhold or alter information.
- Assist attorney in providing competent and ethical service.
Memory trick: Discover, Disclose, Discuss – No Hiding, No Fuss!