CORPORATE COUNSEL AS CORPORATE CONSCIENCE: ETHICS AND INTEGRITY IN THE POST-ENRON ERA

Abstract

In placing a spotlight on the ethical challenges facing corporate counsel, the author suggests that generalized ethical guidance may be inadequate at best or inappropriate at worst. To this end the paper reviews recent U.S. regulatory changes — including SOX 307 and amendments to the ABA Model Rules of Professional Conduct — and the Canadian response. It concludes that adopting a crime-fraud exception to confidentiality rules in Canada will serve a dual purpose: signaling to legislators and the public the profession’s concern for corporate accountability, and providing an ethical anchor for corporate counsel to maintain independence in morally interdependent client relationships.