Rule 1.10. Imputation of Conflicts of Interest: General Rule

(a) While lawyers are associated in a firm, none of them

shall knowingly represent a client when any one of them

practicing alone would be prohibited from doing so by Rules

1.7 or 1.9, unless the prohibition is based on a personal interest

of the prohibited lawyer and does not present a significant risk

of materially limiting the representation of the client by the

remaining lawyers in the firm.

(b) When a lawyer has terminated an association with a

firm, the firm is not prohibited from thereafter representing a

person with interests materially adverse to those of a client

represented by the formerly associated lawyer and not

currently represented by the firm, unless:

(1) the matter is the same or substantially related to that

in which the formerly associated lawyer represented the client;

and

(2) any lawyer remaining in the firm has information

protected by Rules 1.6 or 1.9(c) that is material to the matter,

or the firm retains records containing such information.

(c) A disqualification prescribed by this rule may be

waived by the affected client under the conditions stated in

Rule 1.7.

(d) The disqualification of lawyers associated in a firm

with former or current government lawyers is governed by

Rule 1.11.

ALASKA COMMENT

Definition of “Firm”

For purposes of the Rules of Professional Conduct, the

term “firm” denotes lawyers in a law partnership, professional

corporation, sole proprietorship, or other association authori-

zed to practice law; or lawyers employed in a legal services

organization or the legal department of a corporation or other

organization. See Rule 9.1(e). Whether two or more lawyers

constitute a firm within this definition can depend on the

specific facts. See Rule 9.1, COMMENTS.

Principles of Imputed Disqualification

The rule of imputed disqualification stated in paragraph

iation authori-

zed to practice law; or lawyers employed in a legal services

organization or the legal department of a corporation or other

organization. See Rule 9.1(e). Whether two or more lawyers

constitute a firm within this definition can depend on the

specific facts. See Rule 9.1, COMMENTS.

Principles of Imputed Disqualification

The rule of imputed disqualification stated in paragraph

(a) gives effect to the principle of loyalty to the client as it

applies to lawyers who practice in a law firm. Such situations

can be considered from the premise that a firm of lawyers is

essentially one lawyer for purposes of the rules governing

loyalty to the client, or from the premise that each lawyer is

vicariously bound by the obligation of loyalty owed by each

lawyer with whom the lawyer is associated. Paragraph (a)

operates only among the lawyers currently associated in a firm.

When a lawyer moves from one firm to another, the situation is

governed by Rules 1.9(b) and 1.10(b).

The rule in paragraph (a) does not prohibit representation

where neither questions of client loyalty nor protection of

confidential information are presented. Where one lawyer in a

firm could not effectively represent a given client because of

strong political beliefs, for example, but that lawyer will do no

work on the case and the personal beliefs of the lawyer will not

materially limit the representation by others in the firm, the

firm should not be disqualified. On the other hand, if an

opposing party in a case were owned by a lawyer in the law

firm, and others in the firm would be materially limited in

pursuing the matter because of loyalty to that lawyer, the

personal disqualification of the lawyer would be imputed to all

others in the firm.

The rule in paragraph (a) also does not prohibit

representation by others in the law firm where the person

prohibited from involvement in a matter is a nonlawyer, such

as a paralegal or legal secretary

thers in the firm would be materially limited in

pursuing the matter because of loyalty to that lawyer, the

personal disqualification of the lawyer would be imputed to all

others in the firm.

The rule in paragraph (a) also does not prohibit

representation by others in the law firm where the person

prohibited from involvement in a matter is a nonlawyer, such

as a paralegal or legal secretary. Nor does paragraph (a)

prohibit representation if the lawyer is prohibited from acting

because of events before the person became a lawyer, for

example, work that the person did while a law student. Such

persons, however, ordinarily must be screened from any

personal participation in the matter to avoid communication to

others in the firm of confidential information that both the

nonlawyers and the firm have a legal duty to protect. See Rules

9.1(q) and 5.3.

Rule 1.10(b) operates to permit a law firm, under certain

circumstances, to represent a person with interests directly

adverse to those of a client represented by a lawyer who

formerly was associated with the firm. The Rule applies

regardless of when the formerly associated lawyer represented

the client. However, the law firm may not represent a person

with interests adverse to those of a present client of the firm,

which would violate Rule 1.7. Moreover, the firm may not

represent the person where the matter is the same or

substantially related to that in which the formerly associated

lawyer represented the client and any other lawyer currently in

the firm has material information protected by Rules 1.6 and

1.9(c).

Rule 1.10(c) removes imputation with the informed

consent of the affected client or former client under the

conditions stated in Rule 1.7. The conditions stated in Rule 1.7

require the lawyer to determine that the representation is not

prohibited by Rule 1.7(b) and that each affected client or

former client has given informed consent to the representation,

confirmed in writing

and

1.9(c).

Rule 1.10(c) removes imputation with the informed

consent of the affected client or former client under the

conditions stated in Rule 1.7. The conditions stated in Rule 1.7

require the lawyer to determine that the representation is not

prohibited by Rule 1.7(b) and that each affected client or

former client has given informed consent to the representation,

confirmed in writing. In some cases, the risk may be so severe

that the conflict may not be cured by client consent. For a

discussion of the effectiveness of client waivers of conflicts

that might arise in the future, see Rule 1.7, COMMENT. For a

definition of informed consent, see Rule 9.1(g).

Where a lawyer has joined a private firm after having

represented the government, imputation is governed by Rule

1.11(b) and (c), not this Rule. Under Rule 1.11(d), where a

lawyer represents the government after having served clients in

private practice, nongovernmental employment, or in another

government agency, former-client conflicts are not imputed to

government

lawyers

associated

with

the

individually

disqualified lawyer.

Where a lawyer is prohibited from engaging in certain

transactions under Rule 1.8, paragraph (k) of that Rule, and not

this Rule, determines whether that prohibition also applies to

other lawyers associated in a firm with the personally

prohibited lawyer.