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Social Security Disability Appeals
Question Presented What are the ethical duties of counsel for a small closely held organization when the interests of the organization and its majority owners are adverse to the interests of minority owners? Conclusion Counsel must make a fact-based analysis to determine whether a conflict exists and, if it does, whether it can be waived. As a general rule, representation of the organization does not also imply representation of an individual owner or owners. However, a conflict can arise if the attorney has represented an individual owner in other legal matters or in such a way that might cause that individual to believe that the attorney was acting on his or her separate behalf. The ultimate resolution of the question relies heavily on the specific facts of the situation. Discussion The Committee has been asked to review the ethical issues that arise when an attorney is asked to represent the interests of both a closely held corporation or LLC and the majority owner or owners of the company, in circumstances where their interests may be adverse to the position of a minority owner or owners. Because of the closely held nature of the business, there may be no “disinterested” owner from whom counsel or the company can obtain a waiver of any conflict. Under such circumstances, can the attorney represent the business and the majority owner or owners?
Louise Driscoll
Rebecca Rozubin
Rebecca Hozubin graduated from Tulane Law School in 1996 and after working for George Kapolchok and James B. Wright and Associates , she opened her own practice, Hozubin, Moberly & Associates, in 2008. Her primary practice focus is insurance defense, insurance coverage opinions, first - party insurance disputes, SIU, personal injury litigation, business litigation, professional malpractice, and working with regulatory agencies. She is the Alaska Chair and Member of the Bad Faith Committee of the Council on Litigation Management, a member of Defense Research Institute, as well as a member of the Defense Counsel of Alaska.
Steve Goor, Alaska Bar Association
Steve Van Goor is Bar Counsel for the Alaska Bar Association, a position he has held since 1983.Prior to his work for the Bar, he served as a military lawyer (JAG) in the U.S. Army and was in private practice in Anchorage. In addition to the Alaska Rules of Professional Conduct Committee, Mr. Van Goor is a member of the Ethics Committee and regularly provides informal ethics guidance to members of the Bar. He is a frequent CLE speaker on ethics and professional responsibility issues. Mr. Van Goor is a 1975 graduate of the University of Kansas Law School and is admitted in Alaska, Kansas, and Colorado.
Mark Woelber
James Fayette
Michael Schneider
Mr. Schneider owns the Law Offices of Michael J. Schneider, P.C. He is a charter member and past President of the Alaska Chapter of the American Board of Trial Advocates (A.B.O.T.A.). He is a sustaining member of the American Association for Justice (AAJ) and a former state delegate. He has also served as Alaska’s representative to the national AAJ Board of Governors. He is an active member of the Alaska Association for Justice (former president and board member). He is a former editor of the Alaska Bar Rag and was a contributor on tort and insurance law topics. In 2002, he was presented with the Board of Governors Professionalism Award by the Alaska Bar Association in recognition of exemplary conduct in his association with the public, his colleagues and the legal community.
John Murtagh
John Murtagh is an Anchorage sole practitioner who has practiced law since 1973– in Alaska since 1976. His focus has always been on criminal defense – with an emphasis on defense of indigents – and additionally he represents attorneys in lawyer discipline cases.
He has been on the Alaska Rules of Professional Conduct Committee for over 35 years, has frequently been a presenter of programs on attorney ethics, and has served on the Board of Governors of the Alaska Bar Association.
