An underwriter retained a law firm to conduct a due diligence investigation in connection with a company’s initial public offering of stock. After the investigation was completed, the law firm undertook to represent the company’s competitor in an action against the company, alleging that the company had engaged in unfair competition. The company moved to disqualify the law firm on the grounds that it had acquired confidential information in the course of the IPO due diligence investigation that would prejudice the defense. The motion court granted the requested relief but it was reversed on appeal. The reviewing court found that New York law does not recognize the existence of a fiduciary obligation based solely on the relationship between an underwriter and issuer and, thus, none may be imputed to the underwriter’s due diligence counsel as agent.