May Practice in a Limited Liability Entity
A lawyer may practice in a limited liability entity, provided that the lawyer remains
_______ and ____.
[ABA Model Rule 1.8, comment 17]
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personally liable to the client for her own malpractice, AND
the entity complies with legal requirements for notice, insurance coverage,
and the like.
When Appropriate Response Not Taken
,If the securities lawyer believes that the CLO did not achieve an appropriate response
from the client, the securities lawyer must report the evidence to one of the
following: (3)
Notice that the Sarbanes-Oxley reporting rule is mandatory, unlike ABA Model Rule
1.13(b), which gives the lawyer some discretion about how to
proceed (see 3., supra).
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(1) the client’s whole board of directors,
(2) the audit committee of the board, or
(3) a committee made up of outside directors (directors who are not
beholden to the client).
A lawyer should resolve] doubts about veracity in favor of her client, but a lawyer
cannot ignore an
obvious falsehood.
[ABA Model Rule 3.3, comment 8]
Furthermore, a lawyer may refuse to offer evidence that she reasonably believes is
false, except for
________
[ABA Model Rule 3.3(a)(3)]
These principles apply, not just in court, but also in an ancillary proceeding, such as a
_______.
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, a criminal defendant's testimony on his own behalf.
deposition
RESPECT FOR RIGHTS OF THIRD PERSONS
Heavy-Handed Tactics
In representing a client, a lawyer must not use means that have ____________ other than to
embarrass, delay, or burden a third person.
[ABA Model Rule 4.4(a)]
Furthermore, a lawyer must not use methods of obtaining evidence that violate the
________
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no substantial purpose
legal rights of a third person.
Securities Lawyer’s Duties Under Sarbanes-Oxley Act
In response to the collapse of several high-flying corporations in 2002, Congress
passed the _____
Among other things, the Act instructs the Securities and Exchange Commission
(“SEC”) to make rules for securities lawyers who discover their clients violating the
federal or state securities laws or similar laws.
The SEC did make rules, which are now part of the “law of lawyering” that is covered
on the MPRE.
, [See 17 C.F.R. §205]
The following discussion includes highlights of the Sarbanes-Oxley rules.
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Sarbanes-Oxley Act.
Disqualification of Lawyer’s Former Firm
A lawyer’s former firm is prohibited from representing a person with interests
materially adverse to those of a client of the formerly associated lawyer IF: (2)
[ABA Model Rule 1.10(b)]
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(1) the matter is the same or substantially related to that in which the
formerly associated lawyer represented the client; and
(2) a lawyer remaining in the firm has information protected by Rules 1.6
and 1.9(c) that is material to the matter.
EXAMPLE
Bank proposes to lend a large sum of money to Y. Bank therefore asks its own lawyer
to evaluate Y’s business and legal affairs and to report back to Bank. ABA Model Rule
2.3 does not apply to this situation.
[ABA Model Rule 2.3, comment 2]
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A lawyer may practice in a limited liability entity, provided that the lawyer remains
_______ and ____.
[ABA Model Rule 1.8, comment 17]
Give this one a try later!
personally liable to the client for her own malpractice, AND
the entity complies with legal requirements for notice, insurance coverage,
and the like.
When Appropriate Response Not Taken
,If the securities lawyer believes that the CLO did not achieve an appropriate response
from the client, the securities lawyer must report the evidence to one of the
following: (3)
Notice that the Sarbanes-Oxley reporting rule is mandatory, unlike ABA Model Rule
1.13(b), which gives the lawyer some discretion about how to
proceed (see 3., supra).
Give this one a try later!
(1) the client’s whole board of directors,
(2) the audit committee of the board, or
(3) a committee made up of outside directors (directors who are not
beholden to the client).
A lawyer should resolve] doubts about veracity in favor of her client, but a lawyer
cannot ignore an
obvious falsehood.
[ABA Model Rule 3.3, comment 8]
Furthermore, a lawyer may refuse to offer evidence that she reasonably believes is
false, except for
________
[ABA Model Rule 3.3(a)(3)]
These principles apply, not just in court, but also in an ancillary proceeding, such as a
_______.
Give this one a try later!
, a criminal defendant's testimony on his own behalf.
deposition
RESPECT FOR RIGHTS OF THIRD PERSONS
Heavy-Handed Tactics
In representing a client, a lawyer must not use means that have ____________ other than to
embarrass, delay, or burden a third person.
[ABA Model Rule 4.4(a)]
Furthermore, a lawyer must not use methods of obtaining evidence that violate the
________
Give this one a try later!
no substantial purpose
legal rights of a third person.
Securities Lawyer’s Duties Under Sarbanes-Oxley Act
In response to the collapse of several high-flying corporations in 2002, Congress
passed the _____
Among other things, the Act instructs the Securities and Exchange Commission
(“SEC”) to make rules for securities lawyers who discover their clients violating the
federal or state securities laws or similar laws.
The SEC did make rules, which are now part of the “law of lawyering” that is covered
on the MPRE.
, [See 17 C.F.R. §205]
The following discussion includes highlights of the Sarbanes-Oxley rules.
Give this one a try later!
Sarbanes-Oxley Act.
Disqualification of Lawyer’s Former Firm
A lawyer’s former firm is prohibited from representing a person with interests
materially adverse to those of a client of the formerly associated lawyer IF: (2)
[ABA Model Rule 1.10(b)]
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(1) the matter is the same or substantially related to that in which the
formerly associated lawyer represented the client; and
(2) a lawyer remaining in the firm has information protected by Rules 1.6
and 1.9(c) that is material to the matter.
EXAMPLE
Bank proposes to lend a large sum of money to Y. Bank therefore asks its own lawyer
to evaluate Y’s business and legal affairs and to report back to Bank. ABA Model Rule
2.3 does not apply to this situation.
[ABA Model Rule 2.3, comment 2]
Give this one a try later!
