New Work on Attorney Liability After SOX

Attorney Liability After Sarbanes-Oxley
by Marc I. Steinberg

$189.00 | Law Journal Press
Available October 31, 2005
looseleaf, one volume, approximately 500 pages, updated as needed
ISBN: 978-1-58852-131-6

Publisher's Description: Because of their important role in corporate decision making, corporate and securities lawyers are now being sued with regularity. The Sarbanes-Oxley Act of 2002, along with increased SEC enforcement and private litigation on the state level, has led to new responsibilities -- and new dilemmas -- for the legal profession. For lawyers simultaneously trying to meet the needs of corporate clients, serve the interests of shareholders, and limit their own exposure to liability, Attorney Liability After Sarbanes-Oxley by Marc I. Steinberg is a much-needed new guide.

"Up-the-ladder" Reporting and Beyond
What should an attorney do when fraud is afoot? When should an attorney stop representing a client - and what are the rules regarding a "noisy withdrawal"? Attorney Liability After Sarbanes-Oxley provides detailed answers to questions about how to handle these situations. It examines inside and outside counsel's potential exposure to liability in a variety of contexts, offering guidance on:

• practical measures to avoid exposure to liability
• implementation of law compliance programs
• primary liability under Federal Securities Laws
• liability under the state securities laws (primary, as well as aiding and abetting liability)
• common law liability, including legal malpractice, negligent misrepresentation, fraud,
• conspiracy, and aiding and abetting breach of fiduciary duty
• “client-identification” and the limits of the attorney-client privilege
• in-house counsel's role within the boardroom
• handling whistleblower complaints in accordance with SOX
• conflicts of interest, including questionable fee arrangements and the propriety of a lawyer serving on the client's board of directors

Attorney Liability After Sarbanes-Oxley discusses the significance of recent cases affecting primary and secondary attorney liability. It also provides guidance on such matters as client in-take procedures, the use of clear and comprehensive engagement letters, when to write letters to clients and/or memos to the file, and other steps that can nip trouble in the bud.