In-house counsel face a number of ethical issues and challenges unique to their practice. In this memorandum, we discuss some of the ethical duties and obligations owed by a solicitor to his client in light of the Law Society of Upper Canada’s Rules of Professional Conduct as well as recent Canadian and American decisions. In particular, this memorandum provides an overview some principles of in-house ethics, including of the duty of confidentiality, the duty of loyalty and the rule of solicitor-client privilege, specifically focusing on the challenges in-house counsel face in fulfilling these duties and obligations.