In a world where international transactions and business deals are becoming more sophisticated, the lawyer-client relationship is key in moderating the accuracy, transparency and legality of these transactions. In this paper I will highlight the evolution of the lawyer-client relationship including explaining the shift in power of the relationship between lawyers and clients. In addition, I will give a special attention to the lawyer''s duty of confidentiality and highlight the impact of this duty on the notion of conflict of interest and it is the failure to maintain these two issues which form a part of lawyers'' professional rules of conduct which may lead to corporate corruption. This paper will provide a comparative overview of the duty of confidentiality and the lawyer client regulations in the USA and Egypt and their attempt to shun corporate fraud and application thereof. In this way, the lawyers'' ability to comply with professional responsibility rules and the importance thereof to avoid corporate corruption will be highlighted.