In the absence of a clear agreement between the law firm and its corporate client, the NYC Bar Association Committee on Professional and Judicial Ethics (the “Committee”) rejected any “bright-line” rules regarding whether a law firm may undertake a representation adverse to the affiliate of a current corporate client. Instead, the Committee provided guidelines for a fact-specific determination as to whether the affiliate has become a de facto client of the firm; whether the proposed representation would materially limit the firm’s representation of the current client; or whether the firm has learned any confidences from the client or its affiliate that would be highly material to the proposed representation. If the answer to any of these queries is “yes”, written informed consent must be obtained from the corporate client before accepting representation of the adverse interest.