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Foreword: Corporate Lawyers: Ethical And Practical Lawyering With Vanishing Gatekeeper Liability, Marc I. Steinberg
Foreword: Corporate Lawyers: Ethical And Practical Lawyering With Vanishing Gatekeeper Liability, Marc I. Steinberg
Fordham Law Review
As the articles in this Colloquium illustrate, the role of the corporate lawyer—both as in-house and outside counsel—is instrumental in effectuating ethical lawyering, sound corporate governance practices, and law compliance. These timely contributions that are summarized at a later point in this Article comprise a valuable resource to assess the functions, obligations, and perceptions of the corporate attorney, as well as the public policy ramifications of counsel’s conduct.
Compliance Elites, Miriam H. Baer
Compliance Elites, Miriam H. Baer
Fordham Law Review
As corporate compliance has expanded its influence, so too has the status of those who implement and oversee the firm’s compliance function. Chief compliance officers (CCOs), who are often (but not exclusively) lawyers by training, increasingly boast the types of resumes one associates with elite lawyers. In many ways, this is good news for compliance. There may, however, be several downsides to a strategy of relying so heavily on a cadre of compliance elites. The aim of this Article is to discuss one of these downsides. High-performing lawyers nurture a potent, yet underexplored, cognitive blind spot. Having performed extremely well …
Bad Agent, Good Citizen?, Claire Hill, Brett Mcdonnell, Aaron Stenz
Bad Agent, Good Citizen?, Claire Hill, Brett Mcdonnell, Aaron Stenz
Fordham Law Review
Analyses of agents’ behavior normally focus on whether an agent is a good agent or a bad agent— whether or not an agent is faithfully pursuing the interests of her principal. But we should also consider whether a lawyer acting as a good agent is also promoting the public interest (i.e., a good citizen) or not (i.e., a bad citizen). Similarly, we should ask whether lawyers acting as bad agents are also harming society, or whether they may actually be promoting the public interest even though they are not promoting their clients’ interests.
Value Creation By Transactional Associates, Cathy Hwang
Value Creation By Transactional Associates, Cathy Hwang
Fordham Law Review
How do transactional associates add value to deals? Other scholars have characterized transactional lawyers as transaction cost engineers, regulatory arbitrageurs, and enterprise architects. But those words describe partners. Although most of the deal team is made up of associates—and the vast majority of deal lawyers begin and end their careers in law firms as associates—the literature has said little about the work of associates. This Article seeks to illuminate what transactional associates do and how they add value to deals. Building on literature in contract design and transactional lawyering, it argues that associates help to mitigate some of the shortcomings …
Economic Inequality, Access To Law, And Mandatory Arbitration Agreements: A Comment On The Standard Conception Of The Lawyer’S Role, Sung Hui Kim
Fordham Law Review
This Article contends that these autonomy-based defenses of the standard conception cannot withstand the “economic inequality” objection. According to this objection, the moral worthiness of lawyering under the standard conception cannot be reconciled with a legal system that is so marred by gross economic inequality such that only the wealthy have access to lawyers. It can also not be reconciled with the fact that the wealthy routinely use lawyers to undermine the public interest and exploit others who cannot afford lawyers. After examining responses to the economic inequality objection, this Article concludes that these responses do not take seriously how …
Gatekeepers, Cultural Captives, Or Knaves?: Corporate Lawyers Through Different Lenses, Donald C. Langevoort
Gatekeepers, Cultural Captives, Or Knaves?: Corporate Lawyers Through Different Lenses, Donald C. Langevoort
Fordham Law Review
Here, I simply want to move things forward in the study of the professional responsibility of corporate lawyers in two ways that are somewhat related. One is to push harder on consciousness by looking more closely at the lengthy continuum— not a binary yes/no—in the awareness of wrongdoing risk as heavily influenced by the “slippery slope.” That is a layman’s intuition put to use well beyond academic research: armchair philosophers have long understood that the road to hell is not only paved with good intentions but starts in small, often unconscious steps that gradually grow larger and harder to stop. …
Forming Start-Up Companies: Who’S My Client?, Nancy J. Moore
Forming Start-Up Companies: Who’S My Client?, Nancy J. Moore
Fordham Law Review
Consider the following scenario: three individuals—a magician, a baker, and a puppeteer—want to start a business that will run birthday parties for children. The magician will put up most of the money, the baker has extensive experience with children’s birthday parties, and the puppeteer, who has an MBA, will manage the business. They meet with a lawyer to help them form a company, including advising them on such issues as choice of entity and allocation of ownership and control. Before the lawyer agrees to the representation, she must ask herself: “who will I represent?”
Using General Counsel To Set The Tone For Work In Large Chapter 11 Cases, Nancy B. Rapoport
Using General Counsel To Set The Tone For Work In Large Chapter 11 Cases, Nancy B. Rapoport
Fordham Law Review
This Essay suggests that one way for the general counsel to help bankruptcy professionals make better staffing and budget decisions is to communicate her values more clearly to those professionals at the beginning of the engagement. In her role as the chief legal officer, the general counsel needs to let the bankruptcy professionals in on her thought processes. How does she watch over her own attorneys’ decisions in other types of cases? What expenses does she consider reasonable? If she takes an active role in monitoring her bankruptcy professionals’ work, her values (assuming that they’re good values) will contribute to …
Chief Legal Officer 5.0, Omari Scott Simmons
Chief Legal Officer 5.0, Omari Scott Simmons
Fordham Law Review
This Essay builds upon the business-lawyer value-creation literature by analyzing the contemporary CLO and argues for an enhanced CLO role. It emphasizes the sometimes ignored and underemphasized demand-side considerations involved in the provision of legal services. These demand- side considerations will help to predict the competencies and expanded skill sets CLOs will need to navigate the challenging contemporary business environment. Part I of this Essay discusses CLOs’ sophisticated purchasing competencies. It explores how CLOs have revolutionized legal service provision by addressing problems stemming from information asymmetries between the client corporation and external legal service providers. Part II examines how the …
Getting In And Out Of The House: The Worlds Of In-House Counsel, Big Law, And Emerging Career Trajectories Of In-House Lawyers, Eli Wald
Fordham Law Review
The traditional story of in-house counsel is of a transformation and triumph over “Big Law” in a zero-sum game for power, prestige, and money. That story, however, is inaccurate descriptively, prescriptively, and normatively. Descriptively, in-house lawyers were part of the legal elite dominating corporate counseling before large law firms first rose to power and prominence. In-house counsel then lost ground and the position of general counsel to Big Law lawyers between the 1940s and 1970s, only to mount an impressive comeback to elite status beginning in the 1970s. Yet the in-house comeback was not a simple power struggle with Big …
Corporate Law As An Existential Project, David Yosifon
Corporate Law As An Existential Project, David Yosifon
Fordham Law Review
This Essay proposes that corporate law in particular can be a potent resource for the formation of meaning in our minds and in our lives.