Ethics for Corporate Counsel (On Demand Seminar)

A pre-recorded streaming video replay of the September 2019 webcast, Ethics for Corporate Counsel.

This CLE will focus on legal ethics issues specifically for and of interest to in-house and outside counsel for organizational clients. Business and commercial lawyers who function as outside counsel to corporations will also find this program useful when dealing with in-house counsel.

Topics to be covered include:

• Guidelines for Outside Counsel Representing Large Institutional or Corporate Clients

Large organizational clients are increasingly promulgating extensive guidelines and requirements for outside counsel that are representing the organizational client. While most of these guidelines are not objectionable and are even salutary, a few of them raise some ethical concerns, for example:

• Data Security Requirements and Audits
• Disaster Planning and Firm Continuity Plans
• File Retention and Destruction Policies
• Conflicts and Definition of Client

• Ethical Problems and Requirements for Conducting an Internal Investigation

This topic covers the ethical issues that arise when corporate counsel is called upon to conduct an internal investigation of a reported wrongdoing by officers or agents of the organizational client that may also be the subject of an outside investigation by law enforcement, including:

• Corporate counsel’s ethical duty to report wrongdoing within and outside the organization
• Protecting privileged communications with employees in the course of the investigation
• Advising employees not to cooperate with law enforcement agents conducting an external investigation of the same matter
• Avoiding conflicts by clarifying the corporate counsel’s role
• Communications by law enforcement with employees of the represented organization
• Communications by an opposing counsel with an organization’s in-house counsel after the organizational client has retained outside counsel

• Corporate Counsel Pro Bono Legal Services

Rule 1A:5 permits corporate counsel to provide pro bono legal services to Virginia clients even though the corporate counsel is not admitted by examination or on motion to practice in Virginia, so long as corporate counsel is admitted and in good standing in another state.  This section will discuss various ethical requirements and considerations when corporate counsel provides pro bono legal services.

• The obligation to provide pro bono services—Rule 6.1
• Establishing a corporate pro bono program
• Practice area and competency—Rule 1.1
• Conflicts of interest
• The attorney-client relationship, scope of the representation, and confidentiality
• Other special and ethical considerations

FACULTY

James M. McCauley, Virginia State Bar / Richmond
Dennis Quinn, Carr Maloney / Washington, DC

ABOUT THE SPEAKERS

James M. McCauley is the Ethics Counsel for the Virginia State Bar, where he has been employed since 1989, managing the Bar’s legal ethics section and staff counsel to the Standing Committee on Legal Ethics. His department writes the draft advisory legal ethics opinions, proposes amendments to the Virginia Rules of Professional Conduct, and provides informal advice via the “ethics hotline” to members of the bar and bench on matters involving legal ethics, lawyer advertising, and the unauthorized practice of law. Mr. McCauley frequently lectures and publishes on matters relating to legal ethics and the unauthorized practice of law. He taught Professional Responsibility at the T.C. Williams School of Law in Richmond, Virginia, for 15 years, and served on the American Bar Association’s Standing Committee on Legal Ethics and Professionalism from 2008–2011. Mr. McCauley started his career at the bar as an Assistant Bar Counsel for six years, prosecuting cases of attorney misconduct before the District Committees, Disciplinary Board, and Three-Judge Courts. Before joining the Virginia State Bar, he was in private litigation-focused practice for seven years. Mr. McCauley graduated cum laude from James Madison University in 1978, received his law degree from the T.C. Williams School of Law, University of Richmond, in 1982 and was on the University of Richmond Law Review. He served on the faculty of the Virginia State Bar’s Mandatory Professionalism Course from 2004–2010. He is also a Fellow of the Virginia Law and the American Bar Foundations. Mr. McCauley also served on the Board of Governors of the Real Property Section of the Virginia State Bar from 2004–2010. In 2013, he was appointed by the Chief Justice of the Supreme Court of Virginia to serve on its Special Committee on Criminal Discovery Rules. In 2014, Mr. McCauley was elected to the Board of Directors for Lawyers Helping Lawyers. Mr. McCauley is a member of the John Marshall Inn of Court in Richmond, Virginia. In 2018, he was chosen as Leader of the Year by the 2018 Class of Leaders in the Law sponsored by the Virginia Lawyers Weekly.

Dennis Quinn is a partner at Carr Maloney. He concentrates his practice on professional liability, commercial litigation, and ethics counseling. He has successfully represented hundreds of clients in legal malpractice actions, accounting malpractice actions, and ethical complaints, trying cases in most of the state and federal courts in the District of Columbia, Virginia, and Maryland. Mr. Quinn regularly advises lawyers and law firms on ethical issues, frequently speaking to bar associations and professional groups on ethics, risk management, and the avoidance of malpractice claims and bar complaints.  He is an elected representative to the Virginia State Bar Council and currently sits on the Bar’s Standing Committee on Legal Ethics.