A Higher Duty: A New Look at the Ethics of the Corporate Lawyer

Although it has not always been clear to the legal profession that the conduct of its most powerful clients affects ethical responsibilities, the resulting problems have become more evident in recent years to the courts, the Securities Exchange Commission (SEC), and members of the bar. Recent developments have been diffuse, and include a changing legal conceptualization of corporations as well as numerous considerations involved in corporate legal representation. Viewed together and placed into focus, these developments shed considerable light on the sometimes conflicting duties of the corporate lawyer to clients and to the public. While some of these ethical questions are of interest to all attorneys, the current ethical dilemmas of the lawyer representing public corporations and the corporate specialist dealing in matters relating to the federal securities acts can be especially acute.

This article will analyze recent developments and endeavor to offer some solutions to the ethical conflict by proposed changes in the Code of Professional Responsibility.