(a) An attorney employed or retained by an organization represents the organization acting through its duly authorized constituents.

(b) If an attorney for an organization knows that an officer, employee or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law that reasonably might be imputed to the organization, and is likely to result in substantial injury to the organization, the attorney shall proceed as is reasonably necessary in the best interest of the organization. Unless the attorney reasonably believes that it is not necessary in the best interest of the organization to do so, the attorney shall refer the matter to higher authority in the organization, including, if warranted by the circumstances, to the highest authority that can act on behalf of the organization as determined by applicable law.

(c) When the organization's highest authority insists upon action, or refuses to take action, that is clearly a violation of a legal obligation to the organization, or a violation of law which reasonably might be imputed to the organization, and is reasonably certain to result in substantial injury to the organization, the attorney may take further remedial action that the attorney reasonably believes to be in the best interest of the organization. Such action may include revealing information otherwise protected by Rule 19-301.6 (1.6) only if the attorney reasonably believes that:

(1) the highest authority in the organization has acted to further the personal or financial interests of members of the authority which are in conflict with the interests of the organization; and

(2) revealing the information is necessary in the best interest of the organization.

(d) In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, an attorney shall explain the identity of the client when the attorney knows or reasonably should know that the organization's interests are adverse to those of the constituents with whom the attorney is dealing.

(e) An attorney representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, subject to the provisions of Rule 19-301.7 (1.7). If the organization's consent to the dual representation is required by Rule 19-301.7 (1.7), the consent shall be given by an appropriate official of the organization other than the individual who is to be represented, or by the shareholders.