| Description |
1 online resource (xxxiii, 350 pages) |
| Series |
International corporate law and financial market regulation |
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International corporate law and financial market regulation.
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| Contents |
Machine generated contents note: 1. Introduction -- The role of corporate lawyers and their firms: the issues -- The scope of the book -- Corporate lawyers -- The large corporate firms -- Smaller firms -- In-house lawyers -- The corporate client -- Corporate governance -- The organisation of the book -- 2. The international perspective -- Introduction -- The comparative landscape: the United States, Australia and Canada -- The United States -- The US Legal profession and corporate scandals -- A profession under scrutiny -- The ABA Model Rules -- The Sarbanes-Oxley Act 2002 -- Australia -- Canada -- Extraterritorial regulation of the corporate lawyer -- Europe and the in-house lawyer -- The cross-border provision of services and double deontology -- The global role of UK (and US) corporate lawyers |
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3. The roles of the corporate lawyer -- Introduction -- The legal services business -- The professional role and public service -- A public-service role? -- The standard conception of the lawyer's role -- Zealous advocacy -- Neutrality -- Renegotiating the professional role -- The social functions of the corporate lawyer -- Counsellor -- The duty to counsel on ethical issues -- Counselling respect for the law -- Gatekeeper -- Whistle-blower -- Conclusion |
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4. Identifying the corporate client -- Introduction -- Establishing the retainer -- Express and implied retainers -- Implying a retainer: relevant factors -- Identifying the client in owner-managed companies -- Start-ups -- Majority shareholders and alter ego companies -- Minority shareholders -- Identifying the client in groups -- The consequences of acting for more than one corporate constituent -- Conflicts of interest -- Informed consent -- The reasonableness of representation -- representing joint owners -- Standing to complain -- Avoiding conflicts of interest -- Limited retainers -- Joint representation and information barriers -- Confidentiality and privilege -- Dispersed share-ownership companies -- Identifying the client -- Three Rivers (No. 5) and actual authority -- Section 40 of the Companies Act 2006 and apparent authority -- Agent acting without authority -- The effect of the director's assertions of the client's approval -- Agents possessing authority but acting in breach of duty to the company -- The lawyer's response to misconduct: who is the client for up-the-line reporting? -- Conclusion |
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5. The role of the corporate lawyer in intra-corporate litigation -- Introduction -- The corporate governance function of the unfair prejudice remedy and the derivative claim -- The role of the lawyer in unfair prejudice litigation in owner-managed companies -- Section 994 litigation and the interests of the company -- Representing the company -- Representing the majority -- Present clients and conflicts of interest -- The company as a past client -- The minority shareholder as a past client -- Where the minority shareholder was never a client -- Problems and possible solutions -- A fiduciary relationship surviving the end of the retainer -- The supervisory jurisdiction of the courts -- The role of the lawyer in the derivative claim -- Representing the company -- Representing the company and the alleged wrongdoers -- Representing the alleged wrongdoers -- Conclusion |
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6. The corporate lawyer as director -- Introduction -- Arguments for lawyers sitting on the board of client companies -- It promotes the client's interests -- It promotes the interests of lawyers and their firms -- Arguments against lawyers sitting on the board of client companies -- The board's composition and performance and the lawyer-director -- Conflicts of interest -- Loss of professional independence -- Legal professional privilege -- Conclusion -- 7. The regulation of the corporate lawyer -- Introduction -- Civil liability controls: lawyers as reputational intermediaries and gatekeepers -- Obligations to the client and resulting liabilities -- An obligation to advise -- An obligation to report up the line -- An obligation to withhold assistance -- Dishonest assistance of breach of fiduciary duty -- The economic torts -- Third parties' causes of action -- Duty of care in tort -- The economic torts -- Lawful means conspiracy -- Inducing breach of contract -- Legislative controls -- Disciplinary controls: the SRA Code -- Refusing assistance -- The duty to disclose and up-the-line reporting -- Whistle-blowing -- The common law -- Disciplinary controls: the SRA Code -- Legislative controls -- Conclusion |
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8. The case against reform -- Introduction -- Change is unnecessary -- The present system of corporate governance is sufficiently strong -- Reforms should focus on other groups -- Reform would not work -- Reputational capital -- Structural constraints -- Cognitive bias -- Reform would undermine legal professional privilege -- Reform would be too costly -- Whistle-blowing -- Disclosure counsel and certification -- Conclusion -- 9. Reforming the role of the corporate lawyer -- Addressing fraud -- Strengthening the gatekeeper role of in-house and external lawyers: up-the-line reporting -- To whom should lawyers report? -- Triggering the obligation -- To whom should the obligation apply? -- Withdrawal -- Strengthening the gatekeeper role of in-house lawyers -- Addressing creative compliance |
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The SRA Code of Conduct and the spirit of the law -- The proposal is too uncertain -- The proposal offends against the rule of law -- The proposal requires lawyers to impose their moral views on the client -- The proposal could deter legitimate innovation and place lawyers at a competitive disadvantage -- Lawyers will ignore it -- Withdrawing legal advice privilege -- Third-party rights of action -- Strengthening the counselling role -- Conclusion -- 10. The reform of the legal profession and the role of the corporate lawyers -- Introduction -- Alternative business structures -- How ABSs might strengthen the lawyer's corporate governance role -- Privilege -- Professional values -- Closing the information and accountability gap -- Practising to share price -- How ABSs could undermine the lawyer's corporate governance role -- Practising to share price -- Conflicts of interest: MDPs -- Conflicts of interest: outside-owned firms -- Innovation -- Entity regulation -- Outcomes- and principles-based regulation -- Risk-based regulation -- Conclusion -- 11. Conclusion |
| Summary |
"This assessment of the corporate governance role of corporate lawyers in the UK analyses the extent to which lawyers can and should act as gate-keepers, counsellors and reputational intermediaries. Focusing on external and in-house lawyers' roles in both dispersed share-ownership and owner-managed companies, Joan Loughrey highlights the conflicts of interest that are endemic in corporate representation and examines how lawyers should respond when corporate agents provide instructions contrary to the company client's interests. She also considers the legitimacy of 'creative compliance', the ethical arguments for and against lawyers prioritising the public interest over their clients' interests, and their exposure to liability if they fail to perform a corporate governance role. Finally, she considers whether the reforms to the legal profession will promote the lawyer's corporate governance role and advances suggestions for reform"-- Provided by publisher |
| Bibliography |
Includes bibliographical references (pages 311-335) and index |
| Notes |
Print version record |
| Subject |
Corporate governance -- Law and legislation -- Great Britain
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Corporate lawyers -- Great Britain
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Corporation law -- Great Britain
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LAW -- Corporate.
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LAW -- Administrative Law & Regulatory Practice.
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Corporate governance -- Law and legislation
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Corporate lawyers
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Corporation law
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Great Britain
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| Form |
Electronic book
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| ISBN |
9781139092876 |
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1139092871 |
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9780511806360 |
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0511806361 |
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