Corporate Law

2 Leading Lawyers Face Unusual Ethics Case re Claimed Conflict in Representing Corp. and Workers

Two leading corporate lawyers in Portland, Ore., are awaiting the results in an unusual legal ethics case, pursued a decade after the fact, concerning a claimed conflict in their representation of a corporate client and its employees in a securities matter.

Barnes H. Ellis, 72, a retired partner of Stoel Rives, and partner Lois O. Rosenbaum, 62, who followed Ellis as head of the renowned northwest regional law firm’s securities practice, went to trial last month in a legal ethics case brought by the Oregon State Bar. It contended that the two attorneys, while representing Flir Systems Inc. in a shareholder suit and subsequent investigation by the Securities and Exchange Commission, helped protect the corporation by blaming employees the two lawyers purportedly represented, too, Williamette Week reports.

The Portland Business Journal linked to copies of the disciplinary complaints against Ellis (PDF) and Rosenbaum (PDF) when it published an article in 2010 about the legal ethics case being filed.

The lawyers declined to comment when contacted by Willamette Week.

In testimony at the 12-day ethics trial, the two said they had done nothing wrong, fully disclosing potential conflicts and making sure those who wanted outside counsel got outside counsel. However, working together in a joint representation helped those involved better defend themselves by sharing information, they said.

“We didn’t favor one client over another,” testified Ellis. “In my mind, it was a perfect marriage of interests for us to represent the employees at their interviews and be able to share that information with the former officers that might have liability for past acts.”

He told the Portland Business Journal at the time the complaints were filed that “a lawyer cannot effectively represent a company if the lawyer cannot appear for the company’s employees. If that is the bar’s position, that is a new concept that has no support in the rules of professional conduct.”

Rosenbaum testified at the ethics trial that she felt the bar inquiry was “incredibly unfair” and hadn’t focused on determining the truth of what happened, Willamette Week reported. She also said the state bar’s staff “didn’t understand complex securities litigation.”

John R. “Jack” Faust Jr., a retired partner of Schwabe Williamson & Wyatt, served with Ellis on the Oregon State Bar Board of Governors in the 1970s.

“I would be astonished if Barnes Ellis did anything wrong,” he told the newspaper. “I can’t believe he would.”

Additional coverage:

Oregonian: “Oregon Bar files rare ethics complaint against two high-profile Portland lawyers”

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