A lawyer for a business organization needs to be careful in
identifying both who they serve and to make express who they do not
serve. Confusion as to these points has important
implications in a variety of contexts including the related (albeit
not co-extensive) realms of the attorney-client privilege and an
attorneys obligation of confidentiality and who has standing to
assert a malpractice claim against the attorney.
These issues can be especially fraught in the area of small
businesses, and the outcome of the analysis can turn on questions
of organizational form. Historically, the attorney for a
corporation and the consequent obligations are owed to the
corporation, that "person that exist in the mind of the
law," itself and not to any of the constituents thereof such
as directors, officers, employees and shareholders. While it
is possible for an attorney to enter into an attorney-client
relationship with both the corporation and a constituent thereof,
proper
