“Fredo, you’re my older brother and I love you. But don’t ever take sides with anyone against the family again. Ever.”
So said Michael Corleone after the always tactful Fredo defended Moe Greene against the Corleone family’s efforts to take over his hotel (“Mike, you don’t come to Las Vegas and talk to a guy like Moe Greene like THAT!“).
Sometimes clients try to tell their lawyers not to take sides against members of their corporate family. But here, lawyers are on better ground than Fredo — assuming they take the rights steps at the outset of the engagement to identify their client.
Over-identifying clients can cause lots of problems — it creates obligations to entities you don’t represent, and it unnecessarily subjects lawyers to conflicts. It’s good practice to include language in your engagement letter that makes clear that you don’t represent a client’s parents, subsidiaries, or affiliates unless expressly identified.
Sometimes clients will try to get their lawyers to include affiliates in the engagement letter, or will present their own guidelines, which broadly define the “client” to include all (even unnamed) corporate family members. Of course, you can negotiate that as you see fit; you might well agree if it is a significant client of your firm. But in those circumstances, it is prudent to ask for a list of, and run conflicts checks on, all such affiliates; you don’t want to find out down the road that a company you sued is an affiliate of your biggest client.
So it turns out that Fredo really was smart, not like everybody said, like dumb. He was just in the wrong profession. But unless you want to end up like Fredo, you’d better make sure that you have an engagement letter that identifies with specificity the entity or entities that you represent. And if you already do that, go ahead and reward yourself with a banana daiquiri. Or, as they say in Spanish, banana daiquiri.
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