DOCUMENT #1

801.5 Conflicts of Interest and Required Conflict Search.

801.5.1. No attorney-client relationship is to be established and no work may be done on any matter for a new client or any matter for an existing client until a conflict review has been completed and a determination has been made that there are no conflicts or, if there are, that all conflicts have been identified and resolved. Failure to do so exposes the Firm to a risk of embarrassment, loss of other clients, disgorgement of fees, disqualification, bar grievances, malpractice claims, and other civil liabilities.

801.5.2. The Firm maintains a conflict review process. The "Preparing Lawyer,”[4] as part of the opening of a matter for a new or existing client, must identify and have a conflict check run on all individuals and entities that would be involved in the new matter, including the prospective client and supportive and adverse parties including opposing counsel, and then must personally review the resulting conflict search report to identify prospective, existing, and former representations that might create a conflict if the new matter were accepted. By signing off on the New Matter Memorandum, the Preparing Lawyer certifies that he or she has reviewed the conflict search report and confirms that either the conflict review revealed no conflicts or that any existing or potential conflicts have been resolved, necessary waivers obtained and ethics walls implemented, if required.

801.5.3. The intake process in a large and geographically diverse Firm such as the Firm, presents a number of critical issues to be evaluated. The Firm's Loss Prevention Team has enunciated those issues as follows, and they should be considered by every partner involved in the intake process:

(a) Have you obtained the prospective client's agreement (in writing) that the attorney-client relationship will not be established with respect to the matter and that no confidential information concerning it has been, or will be, disclosed to you until it has been determined that there are no conflicts, or all conflicts have been resolved, and until the prospective client and the Firm have agreed on the terms of engagement, including the payment of any required advance fee and/or cost deposit.

(b) Have you conducted a conflict search and identified and resolved all potential conflicts for all parties whose interests are involved or could be directly implicated by the matter? If you discovered an actual or potential conflict, have you sought the help of the assistant claims counsel in your office or some other loss prevention person in resolving the conflict? If you conducted a preliminary conflicts search, the search must be updated and supplemented based on the parties' names that you insert in the "Parties Involved" section of the New Matter Memorandum.

(c) Apart from the possibility of a direct conflict of interest, is there any potential “issue” conflict, business conflict or other client relations problem? If so, have you sought the help of your Practice Group Leader in evaluating and dealing with such a conflict?

(d) Is there a possibility that the nature of this new work or of the new client (e.g., governmental entity, corporate conglomerate, large financial institution), because of the high potential to produce conflicts, might preclude the Firm from taking on more desirable and more profitable work sometime in the near future?

(e) If such a prospective client refuses to agree to procedures that will allow simultaneous adverse representation by the Firm in the future on unrelated matters, as provided in the Standard Engagement Terms, consider whether the Firm should decline representation. Under such circumstances, the issue should be referred to the IBC [Intake, Billing and Collections Committee] for a decision.

(f) Have readily available references been checked, particularly a new client’s previous or current lawyer? Is the new client changing lawyers? If so, why?

(g) Has the client’s credit standing been checked?

(h) With respect to an existing client or any affiliate, has any outstanding bill been written off within the past 36 months or is any outstanding bill unpaid for 90 days or more?

(i) Is there any indication that the potential client is retaining the Firm for an improper purpose, such as using its good name to add credibility to an otherwise questionable enterprise?

(j) Has the client agreed to accept our standard terms of engagement either as an attachment to a new engagement letter or to a scope letter?

(k) Does the proposed engagement letter or scope letter adequately define and limit the scope of our representation and identify who the client is and is not?

(l) If the potential client insists on the Firm signing an engagement letter which is inconsistent in one or more significant respects with the Firm's standard terms of engagement, do not sign the client's engagement letter without the advance approval of the IBC.

(m) If the client is a trade association or other membership or group-type organization, have you provided in the engagement letter that the individual members or other constituents of the organization are not “clients” for purposes of conflict of interest rules.

(n) If there are related parties involved in the matter (partners/partnership, stockholders/corporation, etc.) should “I am not your lawyer” letters be sent to parties whom the Firm is not undertaking to represent?

(o) If there is to be a joint representation of two or more separate clients on the same matter, is this prudent and otherwise consistent with the applicable ethics rules on multiple representation?

(p) Is it clear, based on adequate questions by you, that the interests of the multiple clients are not adverse and are not likely to become adverse at any time with respect to any aspect of the subject of the representation.

(q) Have you advised the clients in the proposed joint representation, in the engagement letter, of the effects of such a representation on your professional responsibilities, on the attorney-client privilege, on the requirement to withdraw from representing any of them if a dispute arises between them, etc.? If they have agreed to a modification of these responsibilities, have you clearly expressed any modification in the engagement letter?

(r) Is any portion of the fee to be paid by a party other than the client? If so, have you made it clear in writing to the client and to the party paying the fee what your responsibilities are and are not to each of them?

(s) Will there be any relationship between the Firm or a Firm lawyer and the client other than that of attorney-client (e.g., officer, director or partner in the client’s organization; acting as personal representative, trustee, or similar fiduciary; a business transaction with the client; investment in the client’s securities; acting as a “broker” by assisting the client in finding sources of funds or other third parties with whom the client wants to do business, etc.)?

(t) Are any of these relationships the subject of Firm policy, and, if so, have you complied?

(u) Have you analyzed and made appropriate disclosures and representations to the client, in writing, regarding the effect of these relationships on the Firm’s professional duties under applicable rules?

(v) Is an ethical wall necessary or advisable to satisfy a conflict waiver or to avoid a potential conflict, and if so, have you taken the appropriate steps to initiate it?

(w) Is adequate staffing available to handle the matter, and in particular is the lawyer(s) who will do the work competent to do it?

(x) Does the proposed representation involve or potentially involve asserting a legal malpractice claim against another law Firm? If so, please remember that Firm policy requires that all such potential suits be reviewed with the appropriate Practice Group Leader and approved by the Managing Partner prior to accepting such a representation.

PRMS #1_ New client due diligence checklist - Law Firm 1