The Lawyer’s Role in Corporate Governance

Recommendations of the Association’s Task Force

When: Tuesday, May 9, 2006; at 6 p.m. – 8 p.m.

 Where: New York City Bar Association, 42 West 44 th Street

In recent years, whenever a major corporate scandal has disrupted the securities markets – WorldCom, Enron, Adelphia, etc. – a cry often has gone up from the media, and sometimes from the courts and regulators: “Where were the lawyers?” The question asks why in-house and outside lawyers for the corporation failed to discern and prevent the wrongdoing before it victimized the investing public and the corporation itself.

For the past year, a Task Force of this Association has been examining the extent of lawyer involvement in corporate scandals, and considering whether corporate lawyers for public companies should be viewed as “gatekeepers” obliged to detect and abort client wrongdoing. More broadly, the Task Force has considered how the role of lawyers might be redefined to maximize the bar’s contribution to sound corporate governance practice.

This program will present, for public review and comment from the audience, the Task Force’s findings and preliminary recommendations on these topics:

• Should the role of corporate lawyers include a gate-keeping responsibility to the investing public, or should their sole duty be to their clients?
• Do the SEC ’s “reporting up” rules under Sarbanes-Oxley go too far – or not far enough – in permitting or requiring lawyers to disclose threatened or ongoing securities violations by corporate clients?
• Should New York adopt the recent amendments to ABA Model Rules 1.6 and 1.13 regarding lawyer disclosure of client financial fraud?
• Should a company’s chief legal officer, and/or its outside counsel, be required to certify the accuracy of the company’s public filings to the extent of their knowledge and responsibilities?
• What rules should govern the conduct of client-initiated internal investigations, and the selection of counsel to perform them?
• Should inside counsel, and/or outside counsel, be protected from retaliatory discharge for having reported apparent wrongdoing?
• Are there ways in which a company’s counsel and its independent auditors can better collaborate to improve the quality of financial reporting?

About the Association
The Association of the Bar of the City of New York (www.nycbar.org) was founded in 1870, and since then has been dedicated to maintaining the high ethical standards of the profession, promoting reform of the law, and providing service to the profession and the public.

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