The appearance of propriety

Part of corporate housekeeping that lawyers do is to make sure that there is no potential conflict of interest or even appearance of impropriety in the company's dealings. To be candid, I hate playing the role of a cop in such matters, because I think it is common sense. We should not enrich ourselves unfairly or at the expense or in betrayal of others. 

It is easy to choose profits over integrity. Profits can be realized right away, while the effects of a damaged or upheld integrity can only be felt further down the line. Instant versus delayed gratification. People also have the tendency to justify their biases and double dealings. The most popular excuse is that both parties served know that you are assisting or working with both of them. But that is not the complete picture. 

Conflict is not confined between parties in a transaction. Everyone who will be disadvantaged or affected by your duplicity can be a source of conflict. The other bidders, the public, the shareholders, the court. All such parties should be aware and have consented. Sometimes, people do not care if you are being righteous; what they care about is if you appear that way.