ABA Formal Opinion 98-410 (Opinion 410) specifically addressed the situation when an attorney for a corporation is also on the board of that corporation.  A lawyer is not prohibited from taking on this dual role but must consider certain ethical issues before doing so – primarily with respect to conflicts, confidentiality, and confusion caused by the fact the lawyer is wearing two hats. 

The opinion recommends that, even before accepting the board position, the lawyer should discuss with the corporation’s executives and other board members: i) the different responsibilities of legal counsel and director, including the difference between legal advice and business advice; ii) that the client is the entity and not the constituents; iii) that conflicts may arise which require the lawyer to recuse herself as a director or recommend other independent counsel; and iv) that the attorney client privilege may not extend to matters…