Actually, the attorney's responsibility is to the law, the court, and his client. Not some foreign dudes who were stupid enough to get into bed with the client with no written contract.
And no lawyer in a Commonwealth country is going to maintain that the absence of a written contract means that a partnership didn't exist. There is clear evidence that the "shareholders" were not angel investors who had no role in the operations of GLBSE - some of them even performed the roles of office-bearers and it's apparent that they held regular meetings to discuss GLBSE issues.
If a lawyer told Nefario to with-hold information from the co-owners (because that's what they are) of GLBSE, it's not because no written partnership agreement exists (the absence of written partnership agreements is common enough that legal systems have default ways of dissolving partnerships, and this particular one did have by-laws - signed or not), it's because Nefario consulted that lawyer as an individual rather than on behalf of GLBSE.
It's more than clear that the partners
did regard it as a toy company and didn't seek legal advice before deciding to throw it together - nobody who's obtained competent legal advice is going to set up an enterprise in a manner which exposes them to unlimited personal liability - but that doesn't mean that no laws apply to it.
It's never in your best interests to talk, especially to a group and especially on record.
There are circumstances where you have a positive
obligation to disclose material information and it's utter bullshit to pretend that an investigation into the operations of GLBSE - a business for which
all of the partners are legally responsible - is not material information. If Nefario was seeking legal advice on behalf of GLBSE rather than as an individual, you bet he had an obligation to disclose that material information to his co-owners - the business, and not Nefario personally, would be the client in that instance. Likewise, a CEO of a real company seeking legal advice on behalf of the company could not with-hold that advice from the board of directors.
He has produced zero evidence of having consulted a lawyer and zero evidence of being advised to close down the business - which I've already pointed out that the lawyer could have given without disclosing the existence of any active investigation. There is no way that if I'm seeking legal advice on behalf of a business - something I've done on many occasions - I am not going to get my lawyer to confirm that advice in writing 1) so there is no confusion about the advice when I relay it to others and 2) so that if it turns out to be unsound advice, I have evidence that we were badly advised.