To The Readers Of The Metropolitan Corporate Counsel:
In my inaugural address last May, I noted that one area I believed required attention and focus by the organized bar was the role of lawyers in corporate governance and compliance. I noted that whilethe business community reacted to corporate scandals by adopting new and enhanced compliance efforts and new rules of conduct imposed by government and regulators, the legal profession had not examined the lawyers' rolein such challenging situations.
We must ask the question, "Where were the lawyers?" Our Association, sitting in the business capital of the world, is particularly well-suited to explore issues relating to the role of lawyers, in an effort to provide guidance for our professional activity as both law firm and corporate attorneys. Many months of brain-storming and meetings with small groups of lawyers in different areas of practice led to the conclusion that, even though other bar groups had done some work on aspects of the issue, none had undertaken a thorough review in the context of recent business scandals or offered practical guidance to members of the profession.
I am happy to announce that we now have formed a Task Force that will move forward with this endeavor. I am particularly pleased that Tom Moreland, former chair of our Executive Committee and a partner at Kramer Levin Naftalis & Frankel, LLP, has agreed to chair the Task Force. The mission of the Task Force reads as follows:
The Task Force will examine the role of counsel, both in-house and outside, with respect to counseling about corporate conduct. The Task Force will examine all aspects of the role of individual lawyers and law firms by examining recent failures to perform that role effectively as alleged by government agencies, Congress and the courts. The Task Force will also consider the interplay between ethical rules, privileges and the evolving enforcement climate.
The Task Force may use various means to develop information, including interviewing lawyers, corporate executives and government officials, reviewing published cases and regulatory opinions and conducting public hearings. In addition to issuing a report on its conclusions, the Task Force will consider proposing guidelines for lawyers and law firms to ensure that they conduct themselves in an ethical manner and adhere to appropriate standards of professionalism. The Task Force will also consider making recommendations to the Association and its committees on the need for additional educational programs on these topics.
The final list of Task Force members will be announced shortly. It will include lawyers from many areas of practice and in different practice settings, including general counsels, ethicists, a law professor, experts in professional responsibility, plaintiff securities lawyers, lawyers with SEC backgrounds, a federal judge, chairs or former chairs of law firms, and many others.
The Task Force intends to focus its energy on examining the lawyer's role in guiding clients to do the right thing and provide guidance for lawyers facing dilemmas of how to conduct themselves in challenging corporate settings and in the aftermath of corporate scandals. The committee expects to complete its work by spring, 2006.
Bettina B. Plevan