990050 | Office of Legal Ethics Counsel & Advisory Committee of the Supreme Court of Missouri

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Informal Opinion Number: 990050

Rules: 4–1.7

Client-Lawyer Relationship

Conflict of Interest: Current Clients

Subject: Conflict of Interest - Current Client

Summary: merger discussions between law firms when law firms represent adverse parties in a lawsuit

Reference Note: Effective July 1, 2007, Rule 4 dash–1.7 was amended. This opinion is based on Rule 4 dash–1.7 in effect prior to that date.

QUESTION: Attorney´s firm is defending Client A in a lawsuit filed by Plaintiff. Plaintiff is represented by Law Firm C. Attorney´s firm has been contacted by Law Firm C about a possible merger. Both firms recognize that a merger between the two firms cannot take place during the pendency of the lawsuit. Is it unethical for Attorney´s firm to discuss a merger with Law Firm C while the lawsuit is pending against Client A? If it is not ethical for these discussions to continue, is it necessary for Attorney´s firm to disclose to Client A the fact that Attorney´s firm was contacted and met with representatives of Law Firm C?

ANSWER: Discussions regarding merger with Law Firm C create a conflict of interest under Rule 4 dash–1.7(b). Attorney may continue those discussions only if Attorney makes full disclosure to Client A and Client A consents. Even if the discussions do not proceed, if a future merger is still under consideration, the fact should be disclosed to Client A.

Informal Opinions are ethics advisory opinions issued by the Office of Legal Ethics Counsel to members of the Bar about Rule 4 (Rules of Professional Conduct), Rule 5 (Complaints and Proceedings Thereon), and Rule 6 (Fees to Practice Law) pursuant to Missouri Supreme Court Rule 5.30(c). Written summaries of select Informal Opinions are published for informational purposes as determined by the Advisory Committee of the Supreme Court of Missouri pursuant to Rule 5.30(c). Informal opinion summaries are advisory in nature and are not binding. These opinions are published as an educational service and do not constitute legal advice.

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