PR teachers used to talk about the David E. Kelley show The Practice, which incorporated many well known legal ethics cases as plotlines. (As I recall there was even a series of teaching materials in development which used episodes from The Practice -- whatever happened to that?) A colleague of mine, who's much better informed on pop culture trends than I am, recently informed me that the new go-to source for legal ethics on TV is The Deep End, a story involving associates in a law firm who share an office and, apparently, have a much more exciting life than most junior associates at big firms.
ABC has posted an ethics quiz about last week's episode. Am I missing something, or is the defense clearly right? I didn't watch the show, but from the description of the facts it sounds like the client is clearly the corporation, not the CEO (MR 1.13(a)), and the outgoing CEO's possible diminished capacity does not in any way risk harming the company. The facts state that keeping silent will allow the new CEO to take the place of the elderly CEO -- what's wrong with that, if the board intends to transfer power to the new CEO anyway? If the question is whether the lawyer should disclose the CEO's possible diminished capacity to his family or others, then why isn't this clearly a prohibited disclosure? The confidential information about the outgoing CEO's incapacity belongs to the company, not the individual, and there appears to be no predicate for disclosure under MR 1.6(b). Again, I haven't seen the episode (maybe I should add it to my TiVo), but it seems pretty straightforward on the facts given.
[Amended to add:] My colleague the pop-culture maven, who had the benefit of having seen the episode, clarifies that management wants to make the change, and essentially ram through the successor CEO, and that the board would agree with the change only because the outgoing CEO apparently blessed it. In fact, the outgoing CEO's blessing was obtained only because of his diminished capacity, and the lawyer had reason to know this. The change in management is an action taken on behalf of the corporation and affects fundamental corporate interests. It is a decision that the board is entitled to make as a matter of corporate law. Thus, the lines of authority within the organization permit (and probably even require) the lawyer to address the matter with the board, notwithstanding the desire of management to ram through the new CEO. If that is the analysis, I don't think you really need 1.13(b) to give the lawyer permission to talk to the board. Of course, this doesn't mitigate the dramatic tension of the associate being assigned this case by the managing partner, whose loyalties are presumably with corporate management, not the board.