TY - JOUR
T1 - Ethics in the age of un-incorporation
T2 - A return to ambiguity of pre-incorporation or an opportunity to contract for clarity?
AU - Painter, Richard W.
PY - 2005/8/24
Y1 - 2005/8/24
N2 - In this article, Professor Painter examines the scope of an attorney's professional responsibility in the age of un-incorporation. Judicial opinions and Model Rules defining the responsibilities of attorneys representing incorporated entities are inadequate, he argues, when employed in the context of un-incorporation. Without guidance from case law or rules, attorneys and clients confront many of the same dilemmas which they confronted in the pre-incorporation era when business was done principally through partnerships, trusts, and other unincorporated entities. The fluidity of the un-incorporation framework, however, renders rule making and judge-made law difficult. Instead of relying on rules and scarce case law, Professor Painter urges the use of private ordering-where lawyers and clients contract with each other ex ante-determining before entering into representation of an unincorporated entity what the attorney's ethical responsibilities will be, and to whom she owes them. By contracting for clarity in an un-incorporation relationship, attorneys can protect themselves from ethical quandaries and avoid the ambiguities that plagued the era of pre-incorporation.
AB - In this article, Professor Painter examines the scope of an attorney's professional responsibility in the age of un-incorporation. Judicial opinions and Model Rules defining the responsibilities of attorneys representing incorporated entities are inadequate, he argues, when employed in the context of un-incorporation. Without guidance from case law or rules, attorneys and clients confront many of the same dilemmas which they confronted in the pre-incorporation era when business was done principally through partnerships, trusts, and other unincorporated entities. The fluidity of the un-incorporation framework, however, renders rule making and judge-made law difficult. Instead of relying on rules and scarce case law, Professor Painter urges the use of private ordering-where lawyers and clients contract with each other ex ante-determining before entering into representation of an unincorporated entity what the attorney's ethical responsibilities will be, and to whom she owes them. By contracting for clarity in an un-incorporation relationship, attorneys can protect themselves from ethical quandaries and avoid the ambiguities that plagued the era of pre-incorporation.
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M3 - Article
AN - SCOPUS:23744446348
SN - 0276-9948
VL - 2005
SP - 49
EP - 64
JO - University of Illinois Law Review
JF - University of Illinois Law Review
IS - 1
ER -