Duties to Organizational Clients

William H. Simon, Columbia Law School


Loyalty to an organizational client means fidelity to the substantive legal structure that constitutes it. Although this principle is not controversial in the abstract, it is commonly ignored in professional discourse and doctrine. This essay explains the basic notion of organizational loyalty and identifies some mistaken tendencies in discourse and doctrine, especially the “Managerialist Fallacy” that leads lawyers to conflate the client organization with its senior managers. It then applies the basic notion to some hard cases, concluding with a critical appraisal of the rationale for confidentiality with organizational clients.