Ethics: Simultaneous Representation Of Corporation And Major Shareholder For Common Goal Not Related To Corporate Mgmt./Control May Not Be A Conflict, But A Dispute Over Corporate Mgmt. Can Create A Conflict Between The Corporation And Major Shareholder

Discussion Occurred When Corporate Attorney Sought To Collect Unpaid Fees.

            When a trial court granted and disallowed some unpaid fees by a corporate attorney representing the corporation and major shareholder, separately and together at times, the Fifth District in Cyril Lawrence, Inc. v. K.S. Aviation, Inc., Case No. F079662 (5^th Dist. Oct. 26, 2021) (unpublished) reminded us that there may not be a conflict between representing a corporation and a major shareholder, depending on the circumstances.  Where the corporation, major shareholder, and other shareholders are unified in interest in opposing a third party claim not implicating management issues, simultaneous representation of the corporation and a major shareholder will not pose a problem.  However, where there is a dispute about corporate management or control, it would be a conflict to represent both the corporation and major shareholder as against other shareholders.  (Buehler v. Sbardellati, 34 Cal.App.4^th 1527, 1540 (1995).)