Name: Milton C. Regan/Jeffrey D. Bauman

Title: Professor/Professor

School: Georgetown University Law Center

Mailing Address:

600 New Jersey Ave. N.W.

Washington, D.C. 20001

Phone: 202-662-9414/202-662-9061

Email: regan@law.georgetown.edu

bauman@law.georgetown.edu

************************************

Summary Description:

In 1999, we began teaching a three-credit course that today is entitled “Legal Ethics and Corporate Practice.” This course satisfies the Professional Responsibility requirement at Georgetown. Because there was no casebook that addressed this subject, we developed our own materials. Those materials, as they have evolved, were published in 2005 by Thomson/West. The program that is the subject of this application consists of both the course and the casebook. References to “the book” should be understood to include both the course and the book.

One of the principal pedagogical goals of the course was to integrate professional responsibility and legal ethics into a substantive area of law rather than having professional responsibility simply be a stand-alone course (which it is at Georgetown and most other schools). Professor Bauman had already done such integration in the Corporations casebook of which he is a co-author.

Of perhaps even greater significance, the course was designed to introduce students to the complexities of being a lawyer engaged in corporate representation and to demonstrate that ethical problems do not come neatly labeled as such when a lawyer is facing decisions in her practice that require substantial judgment. In that connection, Professor Regan has used these ideas as the basis for a book he has recently authored (“Eat What You Kill: The Fall of a Wall Street Lawyer”) and for several law review articles.

The numerous corporate scandals over the past few years underscore that corporate representation today is perhaps more complex, challenging, and socially important than ever before. Legal Ethics and Corporate Practice aims to enhance the ability of lawyers to operate effectively in this environment. First, the book is organized primarily around the kinds of work that corporate lawyers do rather than around traditional ethical concepts. Chapters deal with matters such as securities regulation and disclosure, negotiations, legal opinions, regulatory counseling and compliance, internal investigations, mergers and acquisitions, shareholder litigation, and many others. The book includes a chapter on the work of Enron’s in-house and outside counsel as a vehicle for examining the kinds of questions that arise in legal work on complex transactions. Students thus learn how different types of tasks generate a range of issues that cut across ethical categories.

Second, the book exposes students to the latest thinking and research on the social-psychological dynamics of organizational settings, different theories of the lawyer’s role, competing conceptions of corporate responsibility, the history and structure of corporate legal departments and large law firms, and different concepts of moral accountability. This material helps place corporate practice in a broader social, economic, and cultural context.

Finally, the book uses problems in almost every chapter as the main focus of discussion and analysis in order to prompt students to draw on the practical and conceptual material to which they have been exposed. This approach is designed to make students sensitive to the numerous ethical, legal, practical, and organizational factors that lawyers must take into account when engaged in creative problem-solving.

In addition to its obvious relevance for students who plan to spend time in law firms or business organizations, the book also can serve as an effective way for any law student to learn legal ethics. Appreciating the texture of daily law practice should make ethical concepts more vivid for students. Ideally, it will help them develop a more sophisticated capacity to identify and deliberate about ethical issues as they are likely to arise in concrete settings in perhaps the most common attorney-client relationship.

************************************

Program History:

We began the course in 1999 and it has been offered every year thereafter (the course has been offered under different names in past years). It will be offered in Spring 2006 of the 2005-06 academic year. We have taught the course together and individually. The enrollment each year is between 25-30 students. Because Corporations, which is a pre-requisite, is usually taken in the second year, most of the students in the course are third-years. Unlike other Professional Responsibility courses in the curriculum which are two credits, our course is three credits.

Student response to the course has been almost uniformly enthusiastic. Students regularly express appreciation for gaining some exposure to the types of problems they will face shortly and an understanding of the complexity of those problems. They also welcome the material we have developed on the structure of law firms and the varied nature of corporate practice.

************************************

Expanded Program Description (Optional):

NOTE: The following is an edited version of the preface to the casebook which is a part of the project that is the subject of this application.

We began teaching the course that is the basis for this book a few years before the recent parade of corporate scandals that began with Enron’s collapse in late 2001. Why? Because a huge percentage of law students graduate and go on to represent corporate clients in either law firms or corporate legal departments—but few receive systematic guidance on the distinctive and complex ethical questions that corporate practice raises. In light of the substantial number of lawyers representing corporations, and the enormous impact that these business entities have on modern life, this seemed to us a serious omission. Convinced that it was important to fill this gap, we resolved to publish the first major casebook on ethical issues in corporate practice.

The events since Enron’s fall, of course, have only strengthened our conviction. The behavior of corporations and the professionals who advise them are now the object of searching scrutiny. Why, critics ask, didn’t the lawyers stop the looting, the fraud, and the manipulation of loopholes? They must have been blinded by greed, or co-opted by management, or motivated simply to look the other way. In light of this behavior, is there anything we can do to make lawyers take the role of gatekeeper more seriously?

We have no laundry list of reforms whose adoption we are certain will lead to more ethical behavior by lawyers. We believe, however things are not as simple as some critics charge. Training law students and corporate lawyers to be sensitive to ethical issues must begin with a detailed appreciation of precisely what corporate lawyers do. We need to understand the organizational and social settings in which they work, the tasks that they perform, and the judgments that they are called upon to make.

In other words, we need a feel for the texture of the corporate lawyer’s daily experience, and the ways in which it shapes her understanding of the situations in which she is immersed. Focusing on these issues is crucial because ethical issues rarely come labeled as such. Awareness that any given set of circumstances has an ethical dimension instead is the product of a complicated process of perception and interpretation—in essence, the exercise of judgment.

Our firm belief that fostering ethical conduct requires helping students and lawyers develop good judgment leads us to structure this book in specific ways. First, it is organized primarily not around traditional ethical concepts but around work flow—the various kinds of work that corporate lawyers do. The questions that arise when lawyers are engaged in different tasks typically cut across a range of ethical categories. A lawyer experiences the world not as someone focused on confidentiality or conflict of interest, but as someone involved in drafting an opinion letter, or advising on disclosure for a securities filing, or conducting an internal investigation. We therefore use these and other tasks as the point of departure in most chapters.

Second, we include within the chapters extensive material on just what a lawyer does when she is engaged in a particular type of work. This ideally will make students and lawyers more sensitive to the how the lawyer’s work is organized, the various parties with interest in and influence on that work, and the kinds of decisions that the lawyer must make when involved in a particular matter. Combining awareness of these considerations with knowledge of regulatory provisions relevant to the lawyer’s conduct should allow the reader to imagine more vividly how events can unfold and ethical issues may arise.

Finally, most chapters close with problems that ask students to respond to a complex situation calling for the exercise of practical and ethical judgment. This requires familiarity not only with ethical rules, but often with statutory provisions and common law doctrines that are more relevant to corporate lawyers. Furthermore, fashioning a suitable response also may require taking account of organizational structures, group processes, business objectives, psychological tendencies, and other factors. Our hope is that this will enable students and lawyers to cultivate their capacity for judgment, rather than simply acquire knowledge of legal rules.

We believe that the approach we take in this book is valuable not only for those who are interested in or practice corporate law, but for anyone concerned with legal ethics. One reason is that the book covers as wide a range of functions that lawyers perform—including criminal prosecution and defense—as do most traditional casebooks. More important, as we have witnessed, learning this subject by developing an appreciation of how ethical issues arise in the course of the lawyer’s work flow can be an especially powerful way of coming to “know” legal ethics. This is the case regardless of the field in which a student or lawyer ultimately practices. Knowledge acquired with sensitivity to how daily experience unfolds is valuable in any human endeavor. In legal ethics, we are firmly convinced that it is indispensable.

************************************

Supporting Materials:

We will mail the following list of materials. Thomson/West will mail Item 4 separately from our mailing of Items 1-3.

1. Course Syllabus for Spring 2006 (pdf)

2. Table of Contents of Casebook.

3. Selected Problems from Casebook.

4. Casebook.