Although the role and responsibilities of in-house counsel for PE sponsors are often clearly defined on paper, the reality is that they are forced to wear many different hats in a wide variety of contexts. Amidst evolving scenarios, GCs and other legal personnel can subsequently find it difficult to identify when they face a conflict of interest arising from their role or to optimize efforts to protect the firm. Those and other typical ethical quandaries faced by in-house counsel were outlined in a recent Practising Law Institute panel that featured Sarah A. Mudho, GC and CCO at Wellspring Capital Management; Gitanjali Workman, GC and chief operating officer at Soros Capital Management; and Michael S. Hong, partner at Davis Polk. This second article in a two-part series identifies unique ethical issues that in-house counsel confront and guidance for navigating common types of conflicts of interest. The first article examined the importance of identifying the correct client in the context of PE sponsor and fund formation representation, as well as attorney-client privilege considerations in PE transactions. For other issues related to in-house counsel, see “In‑House Legal Teams Prove Their Value and Prompt New Approach to Legal Spending” (Feb. 15, 2022); and “Outdated Technology and Poor Transparency Severely Compromise PE Firms’ Ability to Manage Outside Counsel Expenses” (Feb. 9, 2021).