A Tale of Two Lawyers

Joseph is a lawyer in a large corporate law firm and, above all, values maintaining personal loyalty. Many years ago, Joseph was offered the job of representing a bank in an upcoming acquisition deal. Joseph was told that if he wanted to represent the bank, he would have to keep his involvement a secret from the other members of his firm: one of his colleagues was representing one of the bank’s major competitors. Joseph accepted the offer; however, as part of this, he was required to establish a “wall” between himself and several of his colleagues that would block them from even talking with him. Joseph felt as though he needed to tell the main partner who was being “walled off” what was going on, so he told her as much of the truth as he felt able to do. However, when news of the deal Joseph was representing broke, the partner he had “walled off” was furious, and felt personally betrayed and hurt. To this day, Joseph feels that he should have acted differently.

Joseph is a lawyer in a large corporate law firm in a major US city. In his youth, he developed a commitment to social justice, which he connects to his Christian upbringing. In law school, Joseph ran the first prison project on his campus and worked primarily with lower-class minority inmates, providing legal representation. 

After law school, he served as a clerk for a federal judge and was later offered a position with a corporate firm. While this meant he would no longer be working with prisoners or defendants in the criminal justice system, he felt that many of the other aspects of working as a lawyer, such as counseling people and working with other lawyers, would be quite rewarding. As a corporate lawyer, he is still able to fulfill his commitment to social justice by helping to coordinate his firm's pro bono work (legal work that lawyers do without charge for nonprofits or other non-business organizations). He sees this as one of his major contributions to the community. 

Joseph describes a number of key values that inform his daily life both as an individual and as a lawyer. Most important among these values are listening to clients, being innovative in finding solutions to problems, and above all, maintaining personal loyalty. 

Joseph’s commitment to the principle of loyalty was challenged when he received a call from the chief lawyer, or general counsel, of First National Bank, a large bank in his city. He told Joseph that the bank had the opportunity to acquire a group of banking branches that were being sold by another large institution. The law firm the bank usually worked with was not able to represent it due to a conflict of interest. Interested in finding out more about this opportunity, Joseph rushed to a meeting with the officers of First National. 

Joseph learned many details of the plan, but was told that if he wanted to represent the bank, he would not be able to tell anyone associated with their competitors about the upcoming deal. (The bank was concerned that competitors might try to outbid them.) This entailed secrecy from his own firm, because one of his colleagues represented one of the bank’s major competitors.

When he returned to his office, Joseph was torn. Should he accept the terms of the agreement and represent the bank? This would mean an opportunity to do high profile work with significant financial rewards. Should he remain silent and not tell his colleagues, or should he turn the work down? What was most important in this situation? 

In a meeting with the chair of his department and managing partner at the law firm, Joseph explained the situation and suggested that he needed to establish a “wall” between himself and other lawyers at the firm that would block them from even talking with him. Considering the potential benefits for the firm, both of Joseph’s supervisors approved his recommendation. 

Still, Joseph felt as though he needed to tell the main partner who was being “walled off” what was going on. So he called her on the telephone and informed her that he was now working for that specific bank and that the bank required that the partner be walled off before negotiations began: 

‘What’s this all about? What matter are you talking about?’ she asked. 

‘Well, I can’t tell you,’ Joseph responded. 

‘Well, just so long as it doesn’t involve a merger with First National and Second Savings. Because if it is, I have a problem with it.’ 

Although the issue did not include Second Savings, it was very close to it since he would be working on a merger for First National. So Joseph decided to cut the tense situation very close and said, “No, it’s not about that,” which was accurate, but not the complete truth. With that response, both Joseph and his colleague got off the phone. 

In reflecting on his actions as he hung up the phone, Joseph considered his responsibilities. Knowing that he had told the complete story to those members of his firm who were most responsible, he felt that he had fulfilled his ethical obligations. He considered that he hadn’t breached his obligations to the client and had satisfied his need to let his partner know about the case. 

However, as news broke on the deal Joseph was representing, he learned that the partner he had walled off was furious. She felt betrayed and personally hurt. 

Joseph has since told this story many times (it took place many years ago), and most people have advised him that he did the right thing. Still, if he faced the same situation today, he would act very differently: 

“I probably would have gone back to the new client, and I probably would have said to him, ‘Look, everyone in our firm is a professional. In order for us to make an intelligent decision about this, I have to have a complete and open conversation with all of my partners, including partners who are connected to the other bank. And you have to just trust my partners that they will not disclose this confidence.’ And then if he had said, ‘Sorry, you’re either going to keep this to yourself or it’s not going to happen,’ then I probably would have declined.”

Joseph also recognizes that if he had proposed this alternative to the bank, he probably would have lost the job. However, because the partner he offended rarely speaks with him and the incident led to some other mistrust among lawyers at his firm, he thinks that may have been the best alternative: 

“I felt that I owed the highest duty to the client, to follow their instructions in terms of not disclosing the matter. I felt I executed my duty of loyalty and candor to my partner as best I could under those circumstances … I think I touched all the right ethical bases, and everything I did was by the book, but it wasn’t necessarily the best way to handle it.”

Do you think Joseph handled this situation in a responsible manner? Why do you think Joseph continues to be bothered by what happened? Have you ever told someone something that was “somewhat accurate” but not true? Is there a time when you believe such an action is justifiable?