On the 15th anniversary of the Sarbanes-Oxley Act, (the Act), enacted July 30, 2002, in-house counsel should pause to reflect on how the on-going legacy of that seminal law continues to impact the role of the general counsel, lawyers' professional responsibilities, and the relationship of corporate counsel to governance. This anniversary also provides a teaching moment for younger lawyers unaware of this legacy, and for corporate leadership to better understand the critical responsibilities of corporate counsel to good governance.

Background

The Sarbanes-Oxley legacy is grounded in: (i) the Act itself; (ii) the perceived role of lawyers in the corporate scandals that prompted the Act (e.g., Enron, WorldCom); (iii) corporate responsibility-related best practices arising from the Act; (iv) revisions to multiple sections of Model Rules of Professional Responsibility concerning client confidentiality and “reporting up-and out”; and (v) the increase in prominence of the general counsel as technical expert, wise counselor and partner to management.