A lawyer represents a corporate client in a merger negotiation. The client explicitly instructs the lawyer not to share certain financial projections with the opposing party, even though these projections would significantly strengthen the client's negotiating position. The client fears that public knowledge of these projections could harm their stock price. What is the lawyer's ethical obligation?
- AThe lawyer must seek a court order to compel disclosure of the projections.
- BThe lawyer should override the client's instructions and disclose the projections if it is in the client's best interest.
- CThe lawyer must follow the client's instructions and not disclose the projections.
- DThe lawyer should withdraw from representation if the client's instructions are detrimental to the case.
Show answer & explanationAnswer & explanation
Correct answer: C. The lawyer must follow the client's instructions and not disclose the projections.
The client has ultimate authority over the objectives of representation, and the lawyer must abide by the client's decisions concerning those objectives. While the lawyer should advise the client on the potential benefits of disclosure, if the client, after being fully informed, still insists on non-disclosure, the lawyer must respect that decision, provided it's not illegal or unethical for the lawyer to follow.
Why the other options are wrong
- A. Seeking a court order against the client's wishes would be a serious breach of the attorney-client relationship and confidentiality.
- B. A lawyer cannot unilaterally override a client's informed decision regarding the objectives of representation.
- D. Withdrawal is not required merely because a client makes a strategic decision the lawyer disagrees with, as long as the client's decision is not illegal or unethical for the lawyer to implement.
Client Control of Objectives
The client has the ultimate authority to determine the objectives of the representation, and a lawyer must abide by those decisions, including decisions about disclosure of confidential information.
- Lawyer advises, client decides.
- Applies to strategic decisions and objectives.
- Lawyer cannot pursue objectives against client's wishes.
Memory trick: Client's the King, You Follow Their Path.