Lawyers as gate-keepers - a return to ethics?
The business pages tell us corporate leaders, perhaps cowed by reactions to exec pay and the more general desire to rebuild the legitimacy of capitalism, are increasingly interested in ethics. An interesting question is whether this change, if it is real, will permeate into the way lawyers advise their clients.
February 23, 2012 at 08:02 AM
6 minute read
The business pages tell us corporate leaders, perhaps cowed by reactions to executive pay and the more general desire to rebuild the legitimacy of capitalism, are increasingly interested in ethics. An interesting question is whether this change, if it is real, will permeate into the way lawyers advise their clients.
The conventional view is that commercial lawyers act zealously in their clients' interests, no matter what the impact is on third parties. This 'standard conception' is that they can, and should take any step that advances their clients interest unless it is plainly unlawful or clearly in breach of professional conduct rules. The default position of this standard conception is that if the law in an area is grey, lawyers and clients can exploit uncertainty in their own favour.
To be sure, there are risks in the 'if its grey, we can play' approach. The travails of some of News International's former lawyers may be a timely example. Hackgate aside, though, there are some interesting signs that the 'client zeal' model may come under pressure.
One is an apparent change in the approach of (some) regulators. The FSAs fining of hedge fund boss David Einhorn for insider dealing is being taken as a signal that the FSA is toughening up its approach. Einhorn, told by a corporate broker acting for Punch Taverns that the company was preparing a significant equity fundraising and knowing this would depress the share price, gave instructions to sell all of his hedge fund's holding in Punch. They refused to accept Einhorn (who still protests his innocence) insistence that he had requested of the broker that he not be given confidential information (in the lingo, he had not been 'wall-crossed' – which would make the trade an insider trade). In essence, the FSA is saying Einhorn should have relied on his own judgment not reassurances he sought from others.
In a recent FT article, Hector Sants (leading on the break up of the FSA into prudential and conduct regulation) says this:
"We would like firms not to just take the narrow perspective of what can they get away with within the rules and how long can their lawyers delay, but take the broad perspective. When the right way forward is clear, they should get on with it."
Strong regulator action will be required to overcome a lawyer (or client's tendency) to take a compliance/avoidance view of their obligations ('what is the minimum I have to do to comply, or how can I avoid regulations in place rather than comply?') and the tactical use of delay. It would be interesting, indeed, if Einhorn had taken legal advice on whether the trade was lawful and waived a supportive opinion under the nose of the FSA when they came to enforcement action against him. There will be some way to go if the FSA are to encourage 'proactive' and 'judgment-led' regulation, but it if they are even halfway successful they may have a significant impact on how lawyers advise their clients. Punish enough clients who lawyer up and employ defensive, zealous tactics and the tactics become discredited. It would become clear, then, that regulators other than the professions' regulators have a key role in shaping the ethics of the legal profession. They will, likely, have to succeed in persuading the courts that in taking a proactive and judgment-based approach the rights of defendants are not being fatally weakened.
Relatedly, there is a very interesting article from Whelan and Ziv on Social Science Research Network which suggests some corporate clients are beginning to seek to regulate their lawyers' ethics. Some of this covers fairly well-known territory like increasing emphasis on diversity policies and broadening the range of competitor businesses who their outside law firms are conflicted out from acting for (a not uncontroversial approach). There is also a very interesting focus by some corporates (Walmart and Bank of America are mentioned) which include a, "prohibition on using obstructive and coercive tactics in litigation, the duty to protect the integrity of the justice system, to consider and favour negotiation and ADR over contentious adversarial strategies, and in general to act "ethically"."
There are, of course, a range of questions about this approach: how extensive is it? Does it influence their outside lawyers' behaviour? What happens when business interests and ethical interests are in opposition? It is too early to say. In large part the ethical obligations are framed within – and seen by the drafters of these requirements – as being supportive of the business aims of the clients. Put simply, more work is needed to assess whether this is window dressing or a substantive change but it does signal that the old paradigms of corporate legal ethics may be changing. One very concrete example that Whelan and Ziv take from Walmart, is one which would have had a very interesting impact in the context News International's problems:
"If Outside Counsel believes that a Wal-Mart Associate (including any Legal Department personnel) has or will engage in illegal or unethical activity as a representative or agent of the Company, the most senior Outside Counsel responsible for the matter through which such activity is discovered must immediately and confidentially contact the RLDA (or a Wal-Mart Associate General Counsel or General Counsel, as appropriate). No Wal-Mart Associate has authority to instruct Outside Counsel to act in an unethical manner in connection with any Wal-Mart matter". In other words, Outside Counsel are being used as a mechanism to monitor improper behavior of the client's agents, turning them into "lawyer – gate keepers".
I would be very interested to hear whether such clauses are being written into instructions from general counsel in the UK. I would also be very interested to hear whether such policies have any impact.
Richard Moorhead is a Professor of Law at Cardiff University. Click here to visit his blog, Lawyer Watch, and click here to follow Richard on Twitter.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View AllLatham's magic circle strikes, pay rises and EY's legal takeover: the best of Legal Week over the last few weeks
3 minute readJob losses, soaring partner profits and Freshfields exits - the best of Legal Week over the past two weeks
3 minute readMagic circle PEP hikes, the associate pay conundrum and more #MeToo - the best of Legal Week last week
3 minute readTrending Stories
- 1Call for Nominations: Elite Trial Lawyers 2025
- 2Senate Judiciary Dems Release Report on Supreme Court Ethics
- 3Senate Confirms Last 2 of Biden's California Judicial Nominees
- 4Morrison & Foerster Doles Out Year-End and Special Bonuses, Raises Base Compensation for Associates
- 5Tom Girardi to Surrender to Federal Authorities on Jan. 7
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250