Jeff Rosenblum is a senior legal and human capital executive whose career spans public-sector leadership, labor and employment law, and legal ethics education. He most recently served as chief human capital officer for the Federal Deposit Insurance Corporation, where he oversaw nationwide human resources operations and led major initiatives related to compensation, benefits, and workforce structure. Prior to that role, Jeff Rosenblum was assistant general counsel for labor, employment, and administration at the FDIC, supervising litigation and advising on complex ethics and employment matters. His earlier experience includes senior legal positions at the Securities and Exchange Commission, the Department of Justice, and the Department of Labor, where he worked directly on ethics programs and compliance issues. In parallel with his government service, he has taught legal ethics and employment law as an adjunct professor at George Mason University Law School for nearly two decades, giving him a strong foundation for examining how ethical rules apply in modern in-house counsel settings.
How Legal Ethics Shape the Role of In-House Counsel
Legal ethics refers to the unique professional responsibilities of lawyers, including client confidentiality, their fiduciary responsibilities, and avoiding conflicts of interest. It extends to virtue, such as maintaining attorney-client trust and confidence, and pursuing cases zealously and to the best of their ability within the bounds of the law. It also encompasses functions such as judicial and prosecutorial impartiality within the broader legal system.
Many facets of legal ethics fall within the rules of professional responsibility, with lawyers subject to sanctions such as disbarment for failing to adhere to them. It reflects the balances that lawyers must strike between their own interests and those of their various clients, who deserve impartial protection.
In Kaye v. Rosefielde (N.J. Super. Ct. App. Div. 2013), the defendant, Mr. Rosefielde, provided in-house services, establishing and managing several small business entities that Mr. Kaye owned. He represented Mr. Kaye, as well as a trust that Mr. Kaye set up for his children.
Mr. Rosefielde acquired a minor equity stake in a small company he established on behalf of Mr. Kaye openly and without attempting to deceive Mr. Kaye. However, it went against an ethical rule that defines acceptable business transactions undertaken on behalf of a client.
The American Bar’s Model Rules of Professional Conduct, Rule 1.8 stipulates that the “lawyer shall not enter into a business transaction with a client or knowingly acquire an ownership, possessory, security or other pecuniary interest adverse to a client” unless it meets specific thresholds. These include fair, reasonable, understandable, and fully disclosed transactions and terms.
Additionally, lawyers must provide the client with “reasonable opportunity to seek the advice of independent legal counsel on the transaction” in writing. The lawyer should not apply information gathered on behalf of the client in any way that disadvantages them without obtaining the client’s informed consent.
Mr. Kaye alleged malpractice by Mr. Rosefielde, claiming that it violated Rule 1.8 as he had not received a written advisory to obtain a transactional review by another attorney. Mr. Rosefielde’s defense hinged on the idea that the business transaction in question did not fall under Rule 1.8, as he operated in-house. Additionally, he occasionally served as an officer of the company (not as a lawyer), with fiduciary interests aligned with the client.
Nonetheless, the Appellate Division court threw out both arguments because “no rational basis to exempt attorneys who corporate clients have hired to serve as in-house counsel from the ethical requirements of RPC 1.8.” The decision underlines the Rule 1.8 restrictions that apply whenever an attorney gains an equity interest in their client’s business or assets. RPC 1.8 applies whether the lawyer is acting as an officer of the company or as counsel to the company.
Examples of legal ethics disputes range far beyond this corporate in-house counsel case. They may involve breaking rules that define confidentiality, lawyer-client relationships, and conflicts of interest, whether in corporate law settings or family law cases involving divorce, custody, guardianship, and the public interest. Therefore, lawyers must remain tuned into the ethics of their field.
About Jeff Rosenblum
Jeff Rosenblum is a former chief human capital officer of the Federal Deposit Insurance Corporation, where he led labor, employment, and human resources functions across headquarters and regional offices. His career includes senior legal roles at the Securities and Exchange Commission, the Department of Justice, and the Department of Labor, with a focus on ethics, employment law, and administrative practice. He has also served as an adjunct professor at George Mason University Law School for nearly twenty years, teaching courses in legal ethics, employment law, and legal writing.
