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
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
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
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
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
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
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

Control code: 733045654

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Extent: 1 online resource (xxxiii, 350 pages).

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Form of item: online

Isbn: 9781139092876

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Media category: computer

Media MARC source: rdamedia

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Record ID: .b131454274

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Specific material designation: remote

System control number: (OCoLC)733045654

Context

Context of Corporate lawyers and corporate governance, Joan Loughrey

Context

Item

Instantiates