New in house job, potential conflict of interest

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Anonymous User
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New in house job, potential conflict of interest

Post by Anonymous User » Sun Jul 12, 2020 12:54 pm

Hypo:
- Lawyer Joe currently works for Tech Company A as in-house counsel.
- Tech Company A has long-term R&D agreement and technology licensing agreement with Tech Company B.
- Tech Company A is currently negotiating additional R&D and tech licensing agreements w Tech Company B.
- Lawyer Joe is involved in the above current negotiation.

Any issues with Lawyer Joe leaving Tech Company A and joining Tech Company B?

Anonymous User
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Re: New in house job, potential conflict of interest

Post by Anonymous User » Sun Jul 12, 2020 3:03 pm

Maybe I'm missing something, but I'm struggling to imagine a more straightforward example of a conflict besides switching to the opposite side of a litigation.

kaiser

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Re: New in house job, potential conflict of interest

Post by kaiser » Sun Jul 12, 2020 3:27 pm

Anonymous User wrote:
Sun Jul 12, 2020 3:03 pm
Maybe I'm missing something, but I'm struggling to imagine a more straightforward example of a conflict besides switching to the opposite side of a litigation.
Who said anything about litigation?

This could raise possible conflict issues since the lawyer likely learned client confidences about Company A that could have important bearing on the negotiations with Company B. So it may be necessary to screen the lawyer out of those negotiations, or to get a waiver from Company A.

Anonymous User
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Re: New in house job, potential conflict of interest

Post by Anonymous User » Sun Jul 12, 2020 4:01 pm

OP here - for more context, Tech Company A has similar relationships w many/most key tech companies in the field. If Attorney Joe was to move to another tech co in the industry, there is a good chance that the other company has collaborative/tech licensing relationship w Tech Company A.

Anonymous User
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Re: New in house job, potential conflict of interest

Post by Anonymous User » Sun Jul 12, 2020 6:16 pm

kaiser wrote:
Sun Jul 12, 2020 3:27 pm
Anonymous User wrote:
Sun Jul 12, 2020 3:03 pm
Maybe I'm missing something, but I'm struggling to imagine a more straightforward example of a conflict besides switching to the opposite side of a litigation.
Who said anything about litigation?

This could raise possible conflict issues since the lawyer likely learned client confidences about Company A that could have important bearing on the negotiations with Company B. So it may be necessary to screen the lawyer out of those negotiations, or to get a waiver from Company A.
Re-read my comment. I brought up litigation to emphasize that this is such an obvious conflict, the only conflict I can think of that's more obvious would be switching sides in a litigation.

My point was that this is like a day 1 Professional Responsibility example of a conflict scenario. I don't mean to rag on OP, but I'm kind of amazed that this even needs to be asked.

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kaiser

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Re: New in house job, potential conflict of interest

Post by kaiser » Sun Jul 12, 2020 10:50 pm

Anonymous User wrote:
Sun Jul 12, 2020 6:16 pm
kaiser wrote:
Sun Jul 12, 2020 3:27 pm
Anonymous User wrote:
Sun Jul 12, 2020 3:03 pm
Maybe I'm missing something, but I'm struggling to imagine a more straightforward example of a conflict besides switching to the opposite side of a litigation.
Who said anything about litigation?

This could raise possible conflict issues since the lawyer likely learned client confidences about Company A that could have important bearing on the negotiations with Company B. So it may be necessary to screen the lawyer out of those negotiations, or to get a waiver from Company A.
Re-read my comment. I brought up litigation to emphasize that this is such an obvious conflict, the only conflict I can think of that's more obvious would be switching sides in a litigation.

My point was that this is like a day 1 Professional Responsibility example of a conflict scenario. I don't mean to rag on OP, but I'm kind of amazed that this even needs to be asked.
Apologies, I misread your earlier post

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Spectator

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Re: New in house job, potential conflict of interest

Post by Spectator » Sun Jul 12, 2020 11:10 pm

kaiser wrote:
Sun Jul 12, 2020 10:50 pm
Anonymous User wrote:
Sun Jul 12, 2020 6:16 pm
kaiser wrote:
Sun Jul 12, 2020 3:27 pm
Anonymous User wrote:
Sun Jul 12, 2020 3:03 pm
Maybe I'm missing something, but I'm struggling to imagine a more straightforward example of a conflict besides switching to the opposite side of a litigation.
Who said anything about litigation?

This could raise possible conflict issues since the lawyer likely learned client confidences about Company A that could have important bearing on the negotiations with Company B. So it may be necessary to screen the lawyer out of those negotiations, or to get a waiver from Company A.
Re-read my comment. I brought up litigation to emphasize that this is such an obvious conflict, the only conflict I can think of that's more obvious would be switching sides in a litigation.

My point was that this is like a day 1 Professional Responsibility example of a conflict scenario. I don't mean to rag on OP, but I'm kind of amazed that this even needs to be asked.
Apologies, I misread your earlier post
So did I. A comma after "besides" would make it clearer that the intent was to say switching is a clearer example of a conflict, not that you are in fact switching sides in a litigation. That said, I agree with that poster entirely. If you were company A, would you not be pissed at this?

soft blue

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Re: New in house job, potential conflict of interest

Post by soft blue » Mon Jul 13, 2020 8:08 am

Let me drop a hypo that might provide some clarity. Company A might be Salesforce, which has contracts with almost every other significant tech company for CRM services. Salesforce's contracts, to my understanding, are pretty form -- there are a few minor terms to hash out besides price, so there are negotiations, but it's not a super super custom document.

If Company A is like Salesforce, I wouldn't imagine Company A would have a problem with it, but obviously you have to tell them and they will have some asks from you about walling yourself off from negotiations with them, etc.

(This comes from friends' experience in the Bay Area in-house market working for companies like Salesforce, Google, Sun, Adobe -- all of which have lots of contracts with other tech companies in the area.)

Anonymous User
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Joined: Tue Aug 11, 2009 9:32 am

Re: New in house job, potential conflict of interest

Post by Anonymous User » Mon Jul 13, 2020 5:41 pm

OP here. Thanks everyone for your input.
Last edited by Anonymous User on Wed Jul 15, 2020 8:13 am, edited 1 time in total.

decimalsanddollars

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Re: New in house job, potential conflict of interest

Post by decimalsanddollars » Mon Jul 13, 2020 6:03 pm

Conflicts clearly exist but may be screenable. Talk to HR or compliance counsel at Tech Co B in late stages of interviews/offer if it has not come up already by then. This would not prevent you from taking the job but may significantly limit the work you can actually do for Tech co B.

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