¹ See Rep. of the Special Representative of the Secretary General on the Issue of Human Rights and Transnational Corporations and Other Business Enterprises, U.N. Doc. A/HRC/17/31 (Mar. 21, 2011).

² See, e.g., Model Rules of Prof’l Conduct [hereinafter Mr] R. 1.2(d), 8.4(b).

³ See Alien Tort Claims Act, 28 U.S.C. § 1350.

⁴ See Prosecutor v. Alstötter (Case No. 3), 3 Trials of War Criminals 1 (U.S. Mil. Trib. 1949) (German judges and prosecutors); Prosecutor v. von Weizsaecker (Case No. 11), 14 Trials of War Criminals 1 (U.S. Mil. Trib. 1949) (lawyers in German ministries).

⁵ See Prosecutor v. Krauch (Case No. 6), 7 Trials of War Criminals 1 (U.S. Mil. Trib. 1948), Prosecutor v. Krupp (Case No. 10), 9 Trials of War Criminals 1 (U.S. Mil. Trib. 1948); Prosecutor v. Flick (Case No. 5), 6 Trials of War Criminals 3 (U.S. Mil. Trib. 1947) (cases against German industrialists).

⁶ See, e.g., Prosecutor v. Van Anraat, Judgment, The Hague Court of Appeal (Neth.), Case No. LJN-BA4676 (May 9, 2007) (finding corporate executive who supplied chemical weapons materials to Saddam Hussein guilty of complicity in violations of the laws and customs of war).

⁷ See Mr 8.4(b).

⁸ See Mr 1.16(a)(1) (prohibiting representation that requires a lawyer to violate ethical rules or other laws). Other rales allow permissive withdrawal. See, e.g., Mr 1.16(b)(2), 1.16(b)(3) (client crimes involving the lawyer’s services); Mr 1.16(b)(4) (conduct that the lawyer finds repugnant or with which counsel has a fundamental disagreement); Mr 1.16(b)(7) (other good cause).

⁹ See, e.g., Upjohn Co. v. United States, 449 U.S. 383 (1981)Google Scholar (corporate attorney-client privilege). Not all nations recognize the corporate privilege to the same extent, however. See, e.g., Case No. C-550/07-P, Akzo Nobel Chems. Ltd. v. United Kingdom, Judgment of Sept. 14, 2010 (E.C.J. 2010) (professional secrets privilege does not apply to in-house lawyers). Obviously, this disparity presents significant concerns if foreign law governs professional secrecy in a particular corporate matter. See, e.g., Mr 8.5 cmt. 7 (including “transnational practice” in choice of law analysis).

¹⁰ See, e.g., Fed. R. Civ. P. 26(b)(3) (heightened protection for attorney’s mental impressions and opinion work product).

¹¹ See, e.g., Mr 1.6(a) (broad protection covering “information relating to the representation of a client”).

¹² See Mr 3.3(a)(3), 3.3(b).

¹³ See Mr 4.1(b) (requiring disclosure unless information remains protected under Mr 1.6).

¹⁴ See, e.g., Clark v. United States, 289 U.S. 1,15 (1933) (crime/fraud exception to the attorney-client privilege).

¹⁵ Mr 1.6(b)(1).

¹⁶ See, e.g., Doe I v. Unocal Corp., 395 F.3d 932 (9th Cir. 2002) (allegations of murder, forced labor, rape, and torture committed against Burmese villagers during the construction of a gas pipeline in Burma). This opinion was vacated in 2003, but the case settled prior to the scheduled rehearing en banc. See Doe I v. Unocal Corp., 403 F.3d 708 (9th Cir. 2005).

¹⁷ Mr 1.6 cmt. 6.

¹⁸ See, e.g., Cal. Bus. & Prof. Code § 6068(e).

¹⁹ See, e.g., Fla. R. Prof’l Conduct 4-1.6(b)(2).

²⁰ See Mr 1.13(a).

²¹ See Mr 1.13(b). Lawyers must “report up” all the way to the board of directors, if circumstances require. See Mr 1.13 cmt. 5.

²² See Mr 1.13(c). Lawyers for publicly traded companies have additional reporting obligations. See Sarbanes- Oxley Act of 2002, 15 U.S.C § 7245.

²³ See Mr 5.1(a) (measures to ensure that other lawyers comply with ethical obligations); Mr 5.3(a) (measures to ensure that non-lawyer conduct “is compatible with the professional obligations of the lawyer”).

²⁴ See Mr 5.1(b) (supervision of junior lawyers); Mr 5.3(b) (supervision of non-lawyer personnel).

²⁵ See Mr 8.3(a). There is an exception from reporting where the grounds for the report otherwise are confidential. See Mr 8.3(c).

²⁶ See Mr 8.4(a).

²⁷ See S.C. Res. 1970, paras. 9-21, U.N. Doc. S/RES/1970 (Feb. 26, 2011) (arms embargo, travel ban and asset freeze).

²⁸ See Exec. Order No. 13566,76 Fed. Reg. 11,315 (Mar. 3, 2011) (prohibiting financial transactions with Libyan interests).