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The following case studies highlight the importance of the identification and disclosure of conflicts of interest, independence and confidentiality for in-house solicitors. The aim of these case studies is to support you in exercising your professional judgement when faced with similar questions within your own practice. We have provided three scenarios.

1. Employment tribunal claims against employers where individuals are named as co-respondents
2. Moving to a job where there might be a conflict of interest
3. Internal pressure to approve a contract

Case study 1 - Employment tribunal claims against employers, where individuals are named as co-respondents

You are a member of an in-house legal team at a regional bank. A member of staff at the bank has lodged a sexual harassment claim, naming both the bank and the alleged harasser, an employee, as respondents. You have been asked whether you can act for both the alleged harasser and your employer in defending the claim. Following a full investigation at the time of the original complaint (in which you were not involved), it is the position of both respondents that the alleged harassment did not happen.

What to think about

In our view, it will be comparatively rare for one solicitor to be able to represent both respondents in a tribunal claim: we analyse some of the issues you will want to have in mind below.

Identifying your client and assessing instructions

Your employer is your existing client. In this example, your contract permits you to advise employee colleagues in certain defined situations.

Before agreeing to act for employee colleagues, you must consider whether doing so would create a conflict of interest with your existing client, the bank. Under paragraph 6.2 of the Code of Conduct for Solicitors, you cannot act in relation to a matter, or particular aspect of the matter, if you have a conflict of interest, or a significant risk of such a conflict in relation to that matter or aspect of it, unless relevant exemptions apply (6.2(a)-(b)).

You may find it helpful to refer to the SRA's guidance on identifying your client when working in-house.

Conflict of interests

In this type of case, there are several ways a conflict of interests might arise. For example, if your employer believes the harassment took place, they may want to avoid corporate liability by showing they took reasonable steps to prevent it. That could involve arguing that the individual respondent acted in breach of workplace policies or their employment contract. This may lead to a direct conflict between the organisation's position and that of the employee.

The employee, on the other hand, might want to argue that their behaviour was appropriate or within policy, or that it reflected the working culture of the organisation. Even if both respondents take a consistent position at the outset, you need to consider whether their interests are likely to stay aligned as the case progresses.

A useful question to ask yourself is whether your advice would be different if you were acting for only one party.

Confidentiality and disclosure obligations

Under paragraph 6.3, you owe a duty of confidentiality to each client. Under paragraph 6.4, you must disclose to each client all information material to the matter of which you have knowledge, unless a relevant exception applies (6.4(a)-(d)).

Circumstances where competing duties arise could include: -

• Where you obtain information from the employee that is relevant to the employer's position. You would then need to consider whether disclosing that information would breach your duty of confidentiality to the employee. The same issue could arise in reverse.
• When attempting to assess the risk of a conflict, you speak to the alleged harasser to better understand their position before reaching a conclusion. During this process, you need to ensure the employee understands that you are not acting for them, that at this point you owe duties only to the employer, and that anything they say will not be treated as confidential and will, in most circumstances, be reported to the employer. You should always advise the employee of their right to obtain their own advice from any appropriate source.

Proceeding with dual representation

If you do decide to act for both parties, you should be clear with each of them at the outset about the potential for a conflict to arise later. You should also explain what would happen if a conflict does arise, including that you may need to stop acting for one or both parties.

It is important to discuss this with your employer before you agree to act. If your contract permits you to advise individual colleagues, you should still ensure your employer understands the practical implications. That includes the risk that you may need to withdraw partway through, and the potential for delay, disruption or increased costs if new legal representatives need to be appointed.

You should not assume that your employer understands your professional obligations as a solicitor and, in particular, how this impacts the role of an in-house solicitor. You may wish to refer your employer to the SRA guidance for employers on solicitor's professional obligations, or key points for governing boards, chief executives and senior officers in organisations employing in-house solicitors.

Keeping a record of your decision

You should make a clear written record of the reasons for your decision. This should include the steps you took to assess the risk of a conflict, the factors you considered, and any conversations you had with your employer or the individual employee. You should also keep the position under review as the case progresses.

Case study 2 - Moving to a new job where there might be a conflict of interest

You are an in-house solicitor at a local authority who regularly advises on redevelopment projects and associated tender applications. You have been offered the role of legal counsel at Construction Company A, which regularly bids on redevelopment projects in the local authority's area.

You are about to start your new role at Construction Company A but know that you may be asked detailed questions about the legal advice given to the local authority. You want to be certain how much you can disclose without being in breach of your professional duties.

This type of career move is common, but it raises important issues relating to confidentiality, disclosure and conflicts of interest. We explore these below.

Ongoing duty of confidentiality

As outlined in paragraph 6.3 of the Code of Conduct for Solicitors, you must keep the affairs of current and former clients confidential unless disclosure is required or permitted by law or the client consents.

Before starting your new role, you explain to your new employer that you have professional duties which restrict what you can disclose about your previous work. You highlight your ongoing duty of confidentiality to your former employer and the risk that conflicts may arise if you are asked to advise on matters relating to your previous organisation, the local authority.

Raising these issues at the outset helps to clarify expectations and reduce the risk of misunderstanding or inappropriate instructions once you start advising your new employer.

Material information and conflicts

Paragraph 6.4 of the Code of Conduct for Solicitors requires that you disclose to your current client, now Construction Company A, all information material to the matter on which you are acting and of which you have knowledge, unless an exception applies (paragraphs 6.4(a)-(d)).

Material information is information relevant to the specific issue on which you are advising, and that could influence your client's decisions. This may include internal views on risk, negotiating positions, or knowledge of the rationale behind decisions made during a tender process.

After joining Construction Company A, you are asked to advise on a dispute with the local authority related to a redevelopment project. In your former role you advised the local authority on this same dispute.

As you previously advised the local authority on this same matter, you hold material information related to the dispute. In acting for Construction Company A, you should disclose this material information under your duty of disclosure (6.4). However, because this information was obtained while working for the local authority it remains subject to your ongoing duty of confidentiality (6.3) and cannot be disclosed.

This creates a conflict of interest between your duties: you are required to disclose the information to your current client but prohibited from doing so by your duty of confidentiality to your former client. As a result, you are unlikely to be able to act on the matter.

Managing the situation

At the outset of your employment you highlighted to Construction Company A the risk that your duty of confidentiality to your former employer may lead to conflicts when advising on matters in relation to the local authority. This situation has occurred with respect to the above matter on which you have been asked to advise.

Construction Company A understands that, as it has hired someone with experience in the same sector, you may hold confidential information about former employers or clients. It understands that this creates practical limitations about what you can disclose.

You speak to your new employer and secure informed consent under the exemption in paragraph 6.4(b) of the Code of Conduct for Solicitors. As part of your discussion, you explain that you will withhold material information that you would, if not for your existing duty to your previous client, disclose. You use non-related examples to explain what types of information this may include. You record this informed consent in writing and keep a personal record of the discussion to support your decision making.

You use your professional judgment to revisit this consideration as required.

If that conversation does not take place, you risk being in breach of your duties by sharing something you should not, or by being unable to provide information material to the client.

Using experience without breaching confidentiality

As you settle into your new role, you continue to draw on the experience, insight and commercial understanding you have developed from your previous employment. This is entirely appropriate.

However, you ensure that, in doing so, you do not breach your ongoing duty of confidentiality. While you apply your skills and experience, you do not disclose confidential information, including sensitive commercial information or facts relating to disputes or negotiations between the local authority and Construction Company A.

Case Study 3 - Internal pressure to approve a contract

You are an in-house solicitor at a scale-up tech firm and are under pressure to rapidly approve customer contracts with broad exclusions of liability, including for data loss and breach of statutory duties, which may not be enforceable. The contract in question is for a major deal that would significantly benefit the company. The Head of Legal has been on leave, and sales colleagues insist this was the agreed position. When pushed, they produce an old draft policy labelled ‘for discussion.' You are told a delay will impact the deal.

You must now decide whether to approve terms you suspect were never signed off, or to escalate and potentially delay or stop a major deal.

Regulatory considerations

Situations like this can place in-house solicitors in a difficult position, especially where commercial colleagues are applying pressure and senior legal oversight is temporarily unavailable. However, you are still expected to exercise independent judgement. You will need to consider and balance the following:

• Your duty to act with independence (Principle 3). This includes resisting pressure to approve terms you believe are inappropriate or legally flawed.
• Your duty to act with integrity (Principle 5), particularly if you are not confident that the terms were ever properly approved.
• Your duty to act in the best interests of each client (Principle 7), which includes looking beyond immediate sales targets and considering the long-term legal and reputational risks.
• Your obligation to provide a competent service delivered in a timely manner (paragraph 3.2 of the Code of Conduct for Solicitors). If you do not have enough time or information to carry out a proper review, you should not agree to the contract.
• Your obligation to not abuse your position by taking unfair advantage of clients or others (paragraph 1.2 of the Code of Conduct for Solicitors). Approving the customer contracts as currently drafted, with potentially unenforceable exclusions of liability, could amount to helping your client to take unfair advantage of its customers.

To help clarify the position, you could check past contract files or internal correspondence to see whether the policy was formally signed off. It is also important to speak to someone with appropriate authority within the business. This should be someone senior, such as a board member, Director or CEO, rather than relying solely on information from the sales team.

Where the SRA Principles appear to conflict, those which safeguard the wider public interest must take precedence over an individual client's interests.

Competence and realistic timescales

You are under pressure to approve the contract quickly, however, you have an obligation under paragraph 3.2 of the Code of Conduct for Solicitors to ensure the service you provide to your client is competent, as well as delivered in a timely manner. If a proper review is not realistically possible within the timeframe (for example because key context, approvals or documents are missing), you should make that clear to your client.

In this situation you may want to consider taking the following steps:

• Seek to agree a revised, realistic timescale to complete the work or confirm that you are not in a position to approve the contract.
• If the Head of Legal remains unavailable, escalate to someone with equivalent authority. Explain the risks clearly and outline why you need more time or clarity to carry out the work properly.
• If you are still being asked to proceed without the opportunity to review the terms properly, set out your professional obligations and the potential consequences of approving terms that may be unenforceable or unlawful. This should include recording your rationale to support your decision making, particularly where this may need to be justified. Potential consequences may include legal risk to the company or a breach of your duties under the SRA Principles.

Keep a full written record of the concerns raised, who you spoke to, and any decisions made. You should refer to the SRA's reporting up guidance.

You should consider whether making a protected disclosure is appropriate if you have concerns that the conduct in question could relate to one or more of the following acts:

• Criminal offence
• Breach of a legal obligation
• Miscarriage of justice
• Danger to the health and safety of any individual
• Sexual harassment,
• Damage to the environment, and/or
• Deliberate concealment of information tending to show any of the above five matters.

As of 2 June 2026, the SRA is a Prescribed Person under the Public Interest Disclosure Act 1998 (PIDA). This means that disclosures made to the SRA may qualify for statutory protection. Such protection can shield you from detriment or dismissal for making the disclosure.

Please be aware that, depending on the type of business and the nature of the wrongdoing, it may be that one of the other prescribed persons would be better placed to receive your disclosure. Read the full list of prescribed persons, and the areas in which they will receive disclosures of wrongdoing, at Whistleblowing: list of prescribed people and bodies - GOV.UK.

To make a qualifying disclosure, you as the whistleblower must believe that you are acting in the public interest.

Read guidance on Whistleblowing to the SRA.

Further support

Solicitors must understand their ethical obligations, which are set out in our Standards and Regulations, guidance and warning notices.

If you require assistance in understanding our rules or your ethical obligations, you should contact our Professional Ethics Guidance Service by email, telephone or via webchat.

Our Professional Ethics Helpline is open from Monday to Friday 10.00 - 13:00 and 14:00-16:00 and you can choose to remain anonymous.

Web chat can be accessed from our Guidance page and is open Monday to Friday: 09.00 -10.00 [closed Wednesday], 13.00 -14.00 and 16.00 -17.00

You can also contact us by emailing our Professional Ethics team and we will triage and respond to your enquiry, typically within 5 –10 working days.

We also provide guidance for employers of in-house solicitors including guidance for employers on solicitor's professional obligations, and key points for governing boards, chief executives and senior officers in organisations employing in-house solicitors.