New and experienced lawyers alike wonder about these issues and the The OSB Bulletin’s Aug/Sept 2008 issue has a terrific primer on the subject:
Managing the Dual Roles: The Ethics of Serving on Corporate Boards, by Helen Hierschbiel:
Excerpt: “It is increasingly common for lawyers to serve on the boards of directors of for-profit and non-profit corporations. The reasons vary. Some lawyers are interested in expanding their contacts within the community; others are committed to the mission of the organization; still others desire to strengthen a relationship with a client corporation. Both for-profit and non-profit corporations seem to appreciate having lawyers become “partners” in the business and develop a better understanding of the activities of the operation. Particularly with non-profits, there is often an expectation, spoken or unspoken, that the entity will enjoy the benefit of the lawyer’s professional expertise.
Nothing in the rules governing lawyers’ professional conduct precludes simultaneous service as a director and as lawyer for the corporation. OSB Formal Op No 2005-91. Even so, assuming dual roles does present some ethical challenges of which lawyers should be mindful. With care, these issues can be managed….” (link to full article)