Joint/multiple clients and instructions through an intermediary

It is not uncommon to be engaged by two or more clients on a matter, in which case all clients are jointly and severally responsible for our fees. If this is the case, you must consider conflicts and information sharing. A reduced risk of different interests exists when acting for connected parties on a matter where their interests are aligned (e.g. group companies, director and his company, husband and wife, etc.). We have a standard Substantial Common Interest Conflicts Rider to Engagement Letter that should be used where we are acting in this manner. Before we can act, we must have the clients' informed consent that each are happy to instruct us; that their respective interests are, and will remain, aligned; and that they are happy with the sharing of all relevant information between the joint clients. In the unlikely event of their interests diverging, it also allows us to review whether we could continue to act for the clients. The rules on joint privilege may also be relevant for litigious matters. If in doubt, contact the Compliance Team.

The conflict rules also allow for Keystone to act for multiple clients in competitive situations where those clients are competing for the same objective (i.e. the auction exemption). This second scenario is more complex, and informed client consents and Chinese walls between the teams are required. Before you use this Conflicts Rider in your Engagement Letter, you should discuss any situation where you think there is the potential for Keystone to be approached for multiple clients with the, MLRO so that efficient management of client teams and engagement terms can be coordinated independently.

Wherever you don't just have one client who is a natural person, there is scope for the instructions conflicting or not being binding. Here are some points to consider when agreeing how we'll be instructed:

• You should do a sense check. Is the proposed method of our being instructed a good idea?
• Who is going to be authorised? Might there be a conflict? Do you have any concerns if the authorised person speaks for the client?
• With new instructions from people you don't know, you need to be sure your instructions are from someone with authority. Call the client to confirm and make a file note. This ensures the third party is not just someone with access to the client's emails!
• You need to consider what authority the third party will have. The default is full authority. If the client wants to place any limits, then this should be included in the client's email. You should make it clear that, unless agreed otherwise, you will action any instructions you receive upon receipt and without checking back with the client. Such instructions cannot be withdrawn or overruled once we have acted upon them.
• You need to consider what happens if the client changes its mind. You should say the client can remove this consent, but that will only take effect once you have been told in writing and once you have confirmed receipt of that correspondence. It will not have retrospective effect. You don't want to have acted on instructions only to find they were withdrawn between you getting the instructions and you acting upon them.
• You need to consider Legal Professional Privilege very carefully, bearing in mind legal advice privilege strictly applies to communications between the lawyer and the client.
• Finally, you need to consider what role the client wants going forwards, are they to be copied on everything for example?