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Why would you invite a shareholder into the boardroom to give you legal advice? I don't see it as any more complicated than that. Of course it's a conflict of interest! It should never be done, and sadly I see it often. On many occasions we have to undo such a misguided situations. You should capture all of the communications that demonstrate the attorney was acting in his/her own interest (self interest) and not that of the company. Hire an attorney to represent the company and work on a "game plan" to remove the 1st attorney.