Reporter's Explanation of Changes
1. Paragraph (a): Add references to shareholders, operating and other similar types of agreements
The reference to a partnership agreement is underinclusive because lawyers also practice in professional corporations and professional limited liability companies.
2. Paragraph (b): Substitute "client controversy" for "controversy between private parties"
This change clarifies that the Rule applies to settlements not only between purely private parties, but also between a private party and the government. See ABA Ethics Opinion 394.
 "[P]artners and associates" has been replaced with "lawyers" in recognition that lawyers associate together in organizations other than traditional law firm partnerships.