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*This outline is adapted from Chapter 27, Ethical Responsibilities,
Norton Bankruptcy Law & Practice 2d (Thomson-West 2005)
| I. Sources of Applicable Law | 1 |
| II. Fiduciary Duties of the DIP and DIP Counsel | 5 |
| A. Fiduciary Duties, In General | 5 |
| B. Management of the Estate | 9 |
| C. DIP Duties With Respect to Asset Sales | 16 |
| D. Drafting a Reorganization Plan | 19 |
| E. Duties of DIP Counsel | 20 |
| III. Qualification to Serve as DIP Counsel | 26 |
| A. Disinterestedness and Lack of Any Adverse Interest | 26 |
| B. Representation of Multiple, Affiliated Entities | 29 |
| C. Attorney Direction by Management | 34 |
| D. Fee-Related Disqualification | 36 |
| E. DIP's Counsel's Representation of the Estate's Creditors | 42 |
| F. Attorney's Ownership Interest in the DIP and Serving as Officer or Director | 46 |
| G. Effectiveness of Curative Measures | 47 |
| H. Disclosure is Mandatory | 50 |
| I. Sanctions for Conflicts and Failure to Disclose Potential Bases for Disqualification | 57 |
| I. Sanctions for Conflicts and Failure to Disclose Potential Bases for Disqualification | 57 |
| J. Conclusive Effect of Fee Award, and Indemnity for Ethical Violations | 62 |
| IV. Prepetition Retainers and Fee Agreements | 65 |
| A. Source of Retainer | 65 |
| B. Earned on Receipt Retainers | 67 |
| C. Installment Retainers | 73 |
| D. Limiting the Scope of Representation | 76 |
