St. Mary's Journal on Legal Malpractice & Ethics


Corporate law norms are reflected in lawyers’ ethical duties. The enactment of benefit corporation legislation across the country signals a legislative acknowledgment that corporate law can serve as a public, rather than a merely private, ordering mechanism. Benefit corporations expressly adopt a public benefit as a legal purpose of the enterprise. While many have written about this important development with respect to corporate fiduciary law, this essay is the first to explore the professional and ethical responsibility of lawyers representing benefit corporations. In the last century, as scholars and courts drove an understanding of corporate law that elevated the interests of shareholders above all other corporate constituents, the legal profession moved away from a model of public professionalism and embraced the ideal of the zealous advocate as a response. As a result of benefit corporation legislation, I suggest a return to an ethical model in which attorneys representing these entities explicitly acknowledge that they owe duties that extend to non-shareholder stakeholders and the public.