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  >  Arbitration   >  Issues In Professional Responsibilities Of Corporate Lawyers by O. O. OLADELE Esq.

Issues In Professional Responsibilities Of Corporate Lawyers by O. O. OLADELE Esq.

The practice of law is becoming more and more specialized globally, and this gives importance and prominence to the role of lawyers in economic relationships. Apart from representing corporate organizations in judicial proceedings, lawyers also serve as in-house counsel to companies, advice corporate clients on statutory compliance issues and package intricate business transactions for those clients. In recognition of this fact, Justice Harlan Fiske Stone then of the United State Supreme Court remarked:

The intricacies of business organization are built upon a legal framework which the current growth of administrative law is still further elaborating.

Without the constant advice and guidance of lawyers, business would come to an abrupt halt. And whatever standards of conduct in the performance of its functions the Bar consciously adopts must at once reflected in the character of the world of business and finance. Given a measure of self-consciousness and cohesive professional unity, the Bar may exert a power more beneficent and far reaching than it or any other non-governmental group has wielded in the past. This beneficent and far-reaching power is, in part, the power to be monitors of corporate conduct./vc_column_text]

Corporate clients engage in intricate transactions that have complex legal implications, and they engage lawyers to perform diverse functions that have been classified as “monitoring” and “deal making”. Some of these transactions raise ethical issues that a lawyer must ponder and be well informed of. For instance, a company legal adviser who her company invites to serve as a director is potentially situated where her interest may conflict with her duties. A deal-making corporate lawyer must of necessity struggle with the issue of her moral independence or interdependence concerning the deals that she packages for her client.

“Experienced Attorneys Professional Representation.”

“When lawyers act as monitors and dealmakers, they often lend their reputations to clients, and their actions are sometimes difficult to distinguish from actions of their clients. Clients can be dependent upon lawyers to frame and carry out their business objectives as lawyers are dependent upon clients for employment.?2 In this relationship, legal practitioners, rules of professional conduct need to be proactive in guiding corporate lawyers to proper understand their professional responsibility, and in situating them for value-added service delivery that modern day commerce demands.


“Globally Minded.”


“Courage to Go Deep.”

While the Rules of Professional Conduct for legal practitioners in Nigeria appear over time to have adequately regulated the general practice of law in Nigeria, it is, by contemporary global standard, inadequate in guiding and regulating the practice of corporate lawyers. The rules do not adequately address important issues such as the status and duties of the in-house lawyer, the role of a corporate lawyer in statutory compliance issues, the nature and limit of the corporate lawyers duty of care to corporate constituents, her fiduciary relationship, if any, with shareholders, avoidance of conflict of interest and duty in organizational context and other ethical concerns.