If a lawyer represents an organization and discovers officer misconduct, what is the appropriate action?

• A. Take steps to protect the organization, including elevating issues to appropriate authority.
• B. Defend the officer regardless.
• C. Keep it confidential and do nothing.
• D. Report the misconduct to competitors.

Answer: (A)

The main idea is that when a lawyer represents an organization, the organization is the client, and the lawyer must act to protect the organization if officer misconduct could cause substantial harm. The first obligation is to escalate the issue through the organization’s proper channels—informing the appropriate higher authority within the organization (such as senior management or the board) and pursuing internal remedies. This aligns with the duty to act in the best interests of the organization and to address wrongdoing that could harm it.

Defending the officer or doing nothing would fail to protect the client and would not fulfill the lawyer’s fiduciary duty to the organization. Reporting to competitors is improper and could create additional conflicts and harm. If internal channels fail to rectify the misconduct and substantial harm remains a risk, the lawyer may take further steps consistent with the confidentiality rules, including seeking outside authorities when appropriate, but the initial and primary action is to elevate the issue within the organization.