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Ethical Duties When Representing an Organization

Examines lawyers’ ethical duties when representing organizations, covering entity theory, confidentiality, constituent authority, and up-the-ladder reporting requirements.
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2025-11-13 13:00:00

Arthur D. Burger

Jackson & Campbell, P.C.

Ronald C. Minkoff

Frankfurt Kurnit Klein & Selz PC

View speakers

Program Details

2025-11-13 13:00:00

2025-11-13 13:00:00

2h CLE Credits

2025-11-13 13:00:00

See credits by state

Arthur D. Burger

Jackson & Campbell, P.C.

Ronald C. Minkoff

Frankfurt Kurnit Klein & Selz PC

View speakers

Program Details

2025-11-13 13:00:00

Program Details

2025-11-13 13:00:00

Over 1,000+ webinars

2025-11-13 13:00:00

Course Overview

Navigating Ethical Duties in Organization Representation

2025-11-13 13:00:00

Participants will learn how to identify authorized decision-makers, protect confidential communications, and fulfill up-the-ladder reporting obligations when representing organizational clients. These skills help lawyers avoid conflicts and protect both the entity and themselves.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Entity Theory
Lawyers represent the organization itself, not individual constituents who act on its behalf.
02
Constituent Authority
Substantive law and governing documents determine which constituents may speak for the organization.
03
Confidentiality Scope
Under Upjohn, privilege covers communications with any employee for legal advice purposes.
04
Corporate Warnings
Lawyers must warn constituents they represent only the organization, not the individual.
05
Up-the-Ladder Reporting
Violations causing substantial organizational harm require escalation to higher authority.
06
In-House Dynamics
In-house counsel face heightened stakes since escalation risks termination from their sole employer.

Program schedule

clock 1:00 pm - 1:30 pm EST

Understanding Rule 1.13 and Organizational Representation Fundamentals

This session explores what constitutes an organization under Rule 1.13, including corporations, partnerships, LLCs, and government agencies. Participants will learn the entity theory that distinguishes organizational representation from joint representation of individuals, and identify who qualifies as constituents and the potential hazards lawyers face.

Arthur D. BurgerArthur D. Burger
Ronald C. MinkoffRonald C. Minkoff
clock 1:30 pm - 2:00 pm EST

Determining Authority and Decision-Making Within Organizations

This session examines how clients exercise their rights under Rules 1.2 and 1.4 through authorized constituents when the client is an organization. Participants will learn to determine which constituents have legal authority by examining substantive law, governing documents, and bylaws, and explore strategies for handling deadlock situations.

Arthur D. BurgerArthur D. Burger
Ronald C. MinkoffRonald C. Minkoff
clock 2:00 pm - 2:10 pm EST

Break

A short break to refresh before the next session.

Arthur D. BurgerArthur D. Burger
Ronald C. MinkoffRonald C. Minkoff
clock 2:10 pm - 2:40 pm EST

Confidentiality and Privilege in Organizational Client Context

This session covers the landmark Upjohn v. United States decision and its rejection of the narrow managing group theory for attorney-client privilege. Participants will explore how confidentiality applies differently to various constituents depending on circumstances, and learn when and how to deliver the corporate Miranda warning when interests may diverge.

Arthur D. BurgerArthur D. Burger
Ronald C. MinkoffRonald C. Minkoff
clock 2:40 pm - 3:10 pm EST

Up-the-Ladder Reporting Requirements and Practical Strategies

This session addresses the lawyer’s duty to escalate matters internally when organizational violations threaten substantial harm. Participants will examine the criteria triggering this duty, compare it with Rule 1.6 confidentiality exceptions, and learn practical strategies for carrying out escalation—including what options remain when going up the ladder fails.

Arthur D. BurgerArthur D. Burger
Ronald C. MinkoffRonald C. Minkoff
Arthur D. Burger

Arthur D. Burger

Jackson & Campbell, P.C.

Ronald C. Minkoff

Ronald C. Minkoff

Frankfurt Kurnit Klein & Selz PC

Arthur D. Burger

Arthur D. Burger

Jackson & Campbell, P.C.

Arthur D. Burger is Of Counsel at Jackson & Campbell, P.C. and chair of the firm’s Professional Responsibility Practice Group, representing law firms and lawyers in matters related to legal ethics and legal malpractice. A national leader in legal ethics, legal malpractice, and the law governing lawyers, he has been representing prominent law firms and lawyers for over two decades.

Education & Credentials

Burger earned his J.D. from The George Washington University Law School. He is admitted to practice in the District of Columbia and Maryland, and before the U.S. District Court for the District of Columbia, the U.S. Court of Appeals for the District of Columbia Circuit, the U.S. Court of Federal Claims, and the U.S. Supreme Court.

Recognition & Leadership

Burger has been selected repeatedly as a Best Lawyer® in Ethics and Professional Responsibility by Best Lawyers of America© and as a Super Lawyer® in Professional Liability Defense, and he was named " Lawyer of the Year" in Washington, D.C. for Ethics and Professional Responsibility Law by Best Lawyers of America® for 2023. He holds an AV Preeminent® rating from Martindale-Hubbell®. In Diamond Resorts v. Newton Group Transfers, LLC, 2022 WL 1642865 (S.D. Fla. 2022), the court found him "more than qualified to give his expert opinion in matters of legal ethics."

Professional Involvement

Burger has a deep background in the jurisprudence of ethics law. He was a member of the Editorial Board of the ABA/Bloomberg Law-Lawyers' Manual on Professional Conduct and is an Adjunct Professor at the Antonin Scalia Law School of George Mason University, teaching a night class in Professional Responsibility. He was a member of the ten-person American Bar Association (ABA) Committee on Ethics and Professional Responsibility from 2014 to 2017; an elected District of Columbia Bar Delegate to the ABA House of Delegates from 2011 to 2012, where he worked with the ABA Ethics 20/20 Commission; a member of the District of Columbia Bar Legal Ethics Committee from 2003 to 2009; and a member of the District of Columbia Bar Rules of Professional Conduct Review Committee from 1998 to 2004. He has taught numerous District of Columbia Bar continuing legal education courses on legal ethics and has lectured around the country.

Experience

Burger litigates in the areas of legal malpractice, fiduciary duties, motions to disqualify, internal law firm disputes, Bar disciplinary proceedings, and matters before the Office of Enrollment and Discipline of the U.S. Patent and Trademark Office. He also serves as outside counsel to law firms and provides guidance regarding potential conflicts of interest and other ethical dilemmas, and serves as an expert witness on legal ethics and the standard of care for lawyers. His speaking and publication record spans legal ethics topics including conflicts of interest, advance waivers, risk management, remote-work ethics, and the ethics of generative AI use by lawyers, presented before audiences such as the ABA National Conference on Professional Responsibility, the District of Columbia Bar, and Legalweek.
Ronald C. Minkoff

Ronald C. Minkoff

Frankfurt Kurnit Klein & Selz PC

Ronald C. Minkoff is a partner in the Litigation Group and Chair of the Professional Responsibility Group, recognized as one of New York State’s leading practitioners in attorney ethics and professional responsibility, representing attorneys in partnership agreements, discipline cases, legal fee disputes, and malpractice cases.

Education & Credentials

Taught Professional Responsibility at Columbia University School of Law, New York University School of Law, Fordham Law School, Brooklyn Law School and Benjamin N. Cardozo School of Law.

Recognition & Leadership

Named Best Lawyers in America's 2019 'Lawyer of the Year' in Legal Malpractice Law - Defendants and 2011 and 2024 'New York Ethics and Professional Responsibility Lawyer of the Year.' Recognized by Best Lawyers for Commercial Litigation. Named a New York area 'Super Lawyer' for Professional Liability: Defense Work and Business Litigation by Super Lawyers magazine for eighteen consecutive years.

Professional Involvement

Member of Committee on Standards of Attorney Conduct (COSAC) and Committee on Attorney Professionalism of the New York State Bar Association. Treasurer of the New York County Lawyers' Association. Co-Chair of NYCLA's Task Force on Professionalism. Member of American Bar Association Standing Committee on the Delivery of Legal Services. Past President of the Association of Professional Responsibility Lawyers. Member of Chief Judge Lippman's Task Force on Commercial Litigation in the 21st Century. On the Executive Committee of the New York State Bar Association.

Experience

Over 30 years of experience representing law firm partners and law firms in partnership formations, partnership disputes, lateral transitions and law-firm dissolutions. Represents businesses and individual professionals in commercial litigation including business break-ups, securities lawsuits, and domestic and international trade disputes. Serves as expert witness in legal malpractice lawsuits and attorneys' fees disputes. Former co-Managing Editor of the New York Legal Ethics Reporter and author of Lexology's New York Professional Negligence Navigator.
Arthur D. Burger

Arthur D. Burger

Jackson & Campbell, P.C.

Arthur D. Burger is Of Counsel at Jackson & Campbell, P.C. and chair of the firm’s Professional Responsibility Practice Group, representing law firms and lawyers in matters related to legal ethics and legal malpractice. A national leader in legal ethics, legal malpractice, and the law governing lawyers, he has been representing prominent law firms and lawyers for over two decades.

Education & Credentials

Burger earned his J.D. from The George Washington University Law School. He is admitted to practice in the District of Columbia and Maryland, and before the U.S. District Court for the District of Columbia, the U.S. Court of Appeals for the District of Columbia Circuit, the U.S. Court of Federal Claims, and the U.S. Supreme Court.

Recognition & Leadership

Burger has been selected repeatedly as a Best Lawyer® in Ethics and Professional Responsibility by Best Lawyers of America© and as a Super Lawyer® in Professional Liability Defense, and he was named " Lawyer of the Year" in Washington, D.C. for Ethics and Professional Responsibility Law by Best Lawyers of America® for 2023. He holds an AV Preeminent® rating from Martindale-Hubbell®. In Diamond Resorts v. Newton Group Transfers, LLC, 2022 WL 1642865 (S.D. Fla. 2022), the court found him "more than qualified to give his expert opinion in matters of legal ethics."

Professional Involvement

Burger has a deep background in the jurisprudence of ethics law. He was a member of the Editorial Board of the ABA/Bloomberg Law-Lawyers' Manual on Professional Conduct and is an Adjunct Professor at the Antonin Scalia Law School of George Mason University, teaching a night class in Professional Responsibility. He was a member of the ten-person American Bar Association (ABA) Committee on Ethics and Professional Responsibility from 2014 to 2017; an elected District of Columbia Bar Delegate to the ABA House of Delegates from 2011 to 2012, where he worked with the ABA Ethics 20/20 Commission; a member of the District of Columbia Bar Legal Ethics Committee from 2003 to 2009; and a member of the District of Columbia Bar Rules of Professional Conduct Review Committee from 1998 to 2004. He has taught numerous District of Columbia Bar continuing legal education courses on legal ethics and has lectured around the country.

Experience

Burger litigates in the areas of legal malpractice, fiduciary duties, motions to disqualify, internal law firm disputes, Bar disciplinary proceedings, and matters before the Office of Enrollment and Discipline of the U.S. Patent and Trademark Office. He also serves as outside counsel to law firms and provides guidance regarding potential conflicts of interest and other ethical dilemmas, and serves as an expert witness on legal ethics and the standard of care for lawyers. His speaking and publication record spans legal ethics topics including conflicts of interest, advance waivers, risk management, remote-work ethics, and the ethics of generative AI use by lawyers, presented before audiences such as the ABA National Conference on Professional Responsibility, the District of Columbia Bar, and Legalweek.
Ronald C. Minkoff

Ronald C. Minkoff

Frankfurt Kurnit Klein & Selz PC

Ronald C. Minkoff is a partner in the Litigation Group and Chair of the Professional Responsibility Group, recognized as one of New York State’s leading practitioners in attorney ethics and professional responsibility, representing attorneys in partnership agreements, discipline cases, legal fee disputes, and malpractice cases.

Education & Credentials

Taught Professional Responsibility at Columbia University School of Law, New York University School of Law, Fordham Law School, Brooklyn Law School and Benjamin N. Cardozo School of Law.

Recognition & Leadership

Named Best Lawyers in America's 2019 'Lawyer of the Year' in Legal Malpractice Law - Defendants and 2011 and 2024 'New York Ethics and Professional Responsibility Lawyer of the Year.' Recognized by Best Lawyers for Commercial Litigation. Named a New York area 'Super Lawyer' for Professional Liability: Defense Work and Business Litigation by Super Lawyers magazine for eighteen consecutive years.

Professional Involvement

Member of Committee on Standards of Attorney Conduct (COSAC) and Committee on Attorney Professionalism of the New York State Bar Association. Treasurer of the New York County Lawyers' Association. Co-Chair of NYCLA's Task Force on Professionalism. Member of American Bar Association Standing Committee on the Delivery of Legal Services. Past President of the Association of Professional Responsibility Lawyers. Member of Chief Judge Lippman's Task Force on Commercial Litigation in the 21st Century. On the Executive Committee of the New York State Bar Association.

Experience

Over 30 years of experience representing law firm partners and law firms in partnership formations, partnership disputes, lateral transitions and law-firm dissolutions. Represents businesses and individual professionals in commercial litigation including business break-ups, securities lawsuits, and domestic and international trade disputes. Serves as expert witness in legal malpractice lawsuits and attorneys' fees disputes. Former co-Managing Editor of the New York Legal Ethics Reporter and author of Lexology's New York Professional Negligence Navigator.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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Trusted by Legal Professionals

MCLE Credits

Alabama
Pending
2 Ethics
Alaska
Approved
2 Ethics
iOur programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Arizona
Approved
2 Professional Responsibility/Ethics
Arkansas
Approved
2 Ethics
California
Approved
2 Ethics
Colorado
Approved
2 Ethics / Professionalism
Connecticut
Approved
2 Ethics / Professionalism
Delaware
Pending
2 Enhanced Ethics
District of Columbia
No Required
No MCLE Required
Florida
Approved
2 Ethics Hours
iReceive CLE credit in Florida via Attorney Submission.
Georgia
Approved
2 Ethics
Hawaii
Approved
2 Ethics / Professionalism
Idaho
Approved
2 Ethics / Professionalism
Illinois
Approved
2 Ethics, Civility, Professionalism
Indiana
Approved
2 Ethics
Iowa
Approved
2 Ethics
Kansas
Pending
2 Ethics / Professionalism
Kentucky
Pending
2 Ethics
Louisiana
Pending
2 Ethics
Maine
Pending
2 Ethics / Professionalism
Maryland
No Required
2 CLE Hour(s)
Massachusetts
No Required
2 CLE Hour(s)
Michigan
No Required
2 CLE Hour(s)
Minnesota
Approved
2 Ethics
Mississippi
Pending
2 Ethics
Missouri
Approved
2.4 Ethics
Montana
Pending
2 Professional Fitness and Integrity
Nebraska
Pending
2 Professional Responsibility
imyLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
Nevada
Approved
2 Ethics
New Hampshire
Approved
120 Ethics / Professionalism minutes
iAs of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey
Approved
2 Ethics / Professionalism
iOur programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico
Approved
2 Ethics
New York
Approved
2 Ethics / Professionalism
iOur programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
North Carolina
Approved
2 Ethics
North Dakota
Approved
2 Ethics
iOur programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Ohio
Approved
2 Professional Conduct
Oklahoma
Approved
2.5 Ethics / Professionalism
Oregon
Pending
2 Ethics
Pennsylvania
Approved
2 Ethics
Rhode Island
Pending
2.5 Ethics / Professionalism
South Carolina
Pending
2 Ethics / Professionalism
South Dakota
No Required
2 CLE Hour(s)
Tennessee
Approved
2 Dual
Texas
Approved
2 Ethics
Utah
Approved
2 Ethics / Professionalism
Vermont
Approved
2 Ethics
Virginia
Not Eligible
2 Ethics / Professionalism Hours
Washington
Approved
2 Ethics Hours
iReceive CLE credit in Washington via Attorney Submission. myLawCLE will supply Washington state attorneys with instructions on how to gain credit.
West Virginia
Pending
2.4 Ethics / Professionalism
Wisconsin
Approved
2 General
iEthics credits can ONLY be earned through Live-Webcast programs, the Wisconsin Board of Bar Examiners does not approve Ethics through On-Demand sessions.
Wyoming
Approved
2 Ethics

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs