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LEADER 00000cam a2200661Ka 4500
001 ocn733045654
003 OCoLC
005 20190405013601.7
006 m o d
007 cr cnu---unuuu
008 110627s2011 enk ob 001 0 eng d
020 9781139092876|q(electronic book)
020 1139092871|q(electronic book)
020 |z9780521762557
020 |z0521762553
020 9780511806360
020 0511806361
035 (OCoLC)733045654
040 N$T|beng|epn|cN$T|dCDX|dE7B|dOCLCQ|dUPM|dOCLCQ|dYDXCP
|dOCLCF|dOCLCO|dOCLCQ|dYDX|dOCLCQ|dUEJ|dUAB|dOCLCQ|dAU@
043 e-uk---
049 RIDW
050 4 KD2088|b.L68 2011eb
072 7 LAW|x001000|2bisacsh
082 04 346.41/0664|222
084 LAW022000|2bisacsh
090 KD2088|b.L68 2011eb
100 1 Loughrey, Joan,|d1968-|0https://id.loc.gov/authorities/
names/n2011012417
245 10 Corporate lawyers and corporate governance /|cJoan
Loughrey.
264 1 Cambridge ;|aNew York :|bCambridge University Press,
|c2011.
300 1 online resource (xxxiii, 350 pages).
336 text|btxt|2rdacontent
337 computer|bc|2rdamedia
338 online resource|bcr|2rdacarrier
340 |gpolychrome|2rdacc
347 text file|2rdaft
490 1 International corporate law and financial market
regulation
504 Includes bibliographical references (pages 311-335) and
index.
505 0 Machine generated contents note: 1. Introduction -- The
role of corporate lawyers and their firms: the issues --
The scope of the book -- Corporate lawyers -- The large
corporate firms -- Smaller firms -- In-house lawyers --
The corporate client -- Corporate governance -- The
organisation of the book -- 2. The international
perspective -- Introduction -- The comparative landscape:
the United States, Australia and Canada -- The United
States -- The US Legal profession and corporate scandals -
- A profession under scrutiny -- The ABA Model Rules --
The Sarbanes-Oxley Act 2002 -- Australia -- Canada --
Extraterritorial regulation of the corporate lawyer --
Europe and the in-house lawyer -- The cross-border
provision of services and double deontology -- The global
role of UK (and US) corporate lawyers -- 3. The roles of
the corporate lawyer -- Introduction -- The legal services
business -- The professional role and public service -- A
public-service role? -- The standard conception of the
lawyer's role -- Zealous advocacy -- Neutrality --
Renegotiating the professional role -- The social
functions of the corporate lawyer -- Counsellor -- The
duty to counsel on ethical issues -- Counselling respect
for the law -- Gatekeeper -- Whistle-blower -- Conclusion
-- 4. Identifying the corporate client -- Introduction --
Establishing the retainer -- Express and implied retainers
-- Implying a retainer: relevant factors -- Identifying
the client in owner-managed companies -- Start-ups --
Majority shareholders and alter ego companies -- Minority
shareholders -- Identifying the client in groups -- The
consequences of acting for more than one corporate
constituent -- Conflicts of interest -- Informed consent -
- The reasonableness of representation -- representing
joint owners -- Standing to complain -- Avoiding conflicts
of interest -- Limited retainers -- Joint representation
and information barriers -- Confidentiality and privilege
-- Dispersed share-ownership companies -- Identifying the
client -- Three Rivers (No. 5) and actual authority --
Section 40 of the Companies Act 2006 and apparent
authority -- Agent acting without authority -- The effect
of the director's assertions of the client's approval --
Agents possessing authority but acting in breach of duty
to the company -- The lawyer's response to misconduct: who
is the client for up-the-line reporting? -- Conclusion --
5. The role of the corporate lawyer in intra-corporate
litigation -- Introduction -- The corporate governance
function of the unfair prejudice remedy and the derivative
claim -- The role of the lawyer in unfair prejudice
litigation in owner-managed companies -- Section 994
litigation and the interests of the company --
Representing the company -- Representing the majority --
Present clients and conflicts of interest -- The company
as a past client -- The minority shareholder as a past
client -- Where the minority shareholder was never a
client -- Problems and possible solutions -- A fiduciary
relationship surviving the end of the retainer -- The
supervisory jurisdiction of the courts -- The role of the
lawyer in the derivative claim -- Representing the company
-- Representing the company and the alleged wrongdoers --
Representing the alleged wrongdoers -- Conclusion -- 6.
The corporate lawyer as director -- Introduction --
Arguments for lawyers sitting on the board of client
companies -- It promotes the client's interests -- It
promotes the interests of lawyers and their firms --
Arguments against lawyers sitting on the board of client
companies -- The board's composition and performance and
the lawyer-director -- Conflicts of interest -- Loss of
professional independence -- Legal professional privilege
-- Conclusion -- 7. The regulation of the corporate lawyer
-- Introduction -- Civil liability controls: lawyers as
reputational intermediaries and gatekeepers -- Obligations
to the client and resulting liabilities -- An obligation
to advise -- An obligation to report up the line -- An
obligation to withhold assistance -- Dishonest assistance
of breach of fiduciary duty -- The economic torts -- Third
parties' causes of action -- Duty of care in tort -- The
economic torts -- Lawful means conspiracy -- Inducing
breach of contract -- Legislative controls -- Disciplinary
controls: the SRA Code -- Refusing assistance -- The duty
to disclose and up-the-line reporting -- Whistle-blowing -
- The common law -- Disciplinary controls: the SRA Code --
Legislative controls -- Conclusion -- 8. The case against
reform -- Introduction -- Change is unnecessary -- The
present system of corporate governance is sufficiently
strong -- Reforms should focus on other groups -- Reform
would not work -- Reputational capital -- Structural
constraints -- Cognitive bias -- Reform would undermine
legal professional privilege -- Reform would be too costly
-- Whistle-blowing -- Disclosure counsel and certification
-- Conclusion -- 9. Reforming the role of the corporate
lawyer -- Addressing fraud -- Strengthening the gatekeeper
role of in-house and external lawyers: up-the-line
reporting -- To whom should lawyers report? -- Triggering
the obligation -- To whom should the obligation apply? --
Withdrawal -- Strengthening the gatekeeper role of in-
house lawyers -- Addressing creative compliance -- The SRA
Code of Conduct and the spirit of the law -- The proposal
is too uncertain -- The proposal offends against the rule
of law -- The proposal requires lawyers to impose their
moral views on the client -- The proposal could deter
legitimate innovation and place lawyers at a competitive
disadvantage -- Lawyers will ignore it -- Withdrawing
legal advice privilege -- Third-party rights of action --
Strengthening the counselling role -- Conclusion -- 10.
The reform of the legal profession and the role of the
corporate lawyers -- Introduction -- Alternative business
structures -- How ABSs might strengthen the lawyer's
corporate governance role -- Privilege -- Professional
values -- Closing the information and accountability gap -
- Practising to share price -- How ABSs could undermine
the lawyer's corporate governance role -- Practising to
share price -- Conflicts of interest: MDPs -- Conflicts of
interest: outside-owned firms -- Innovation -- Entity
regulation -- Outcomes- and principles-based regulation --
Risk-based regulation -- Conclusion -- 11. Conclusion.
520 "This assessment of the corporate governance role of
corporate lawyers in the UK analyses the extent to which
lawyers can and should act as gate-keepers, counsellors
and reputational intermediaries. Focusing on external and
in-house lawyers' roles in both dispersed share-ownership
and owner-managed companies, Joan Loughrey highlights the
conflicts of interest that are endemic in corporate
representation and examines how lawyers should respond
when corporate agents provide instructions contrary to the
company client's interests. She also considers the
legitimacy of 'creative compliance', the ethical arguments
for and against lawyers prioritising the public interest
over their clients' interests, and their exposure to
liability if they fail to perform a corporate governance
role. Finally, she considers whether the reforms to the
legal profession will promote the lawyer's corporate
governance role and advances suggestions for reform"--
|cProvided by publisher.
588 0 Print version record.
590 eBooks on EBSCOhost|bEBSCO eBook Subscription Academic
Collection - North America
650 0 Corporate governance|xLaw and legislation|0https://
id.loc.gov/authorities/subjects/sh93000503|zGreat Britain.
|0https://id.loc.gov/authorities/names/n79023147-781
650 0 Corporate lawyers|0https://id.loc.gov/authorities/subjects
/sh94008224|zGreat Britain.|0https://id.loc.gov/
authorities/names/n79023147-781
650 0 Corporation law|zGreat Britain.|0https://id.loc.gov/
authorities/subjects/sh2008101273
650 7 Corporate governance|xLaw and legislation.|2fast|0https://
id.worldcat.org/fast/879652
650 7 Corporate lawyers.|2fast|0https://id.worldcat.org/fast/
879664
650 7 Corporation law.|2fast|0https://id.worldcat.org/fast/
879728
651 7 Great Britain.|2fast|0https://id.worldcat.org/fast/1204623
655 4 Electronic books.
776 08 |iPrint version:|aLoughrey, Joan, 1968-|tCorporate lawyers
and corporate governance.|dCambridge ; New York :
Cambridge University Press, 2011|z9780521762557|w(DLC)
2011008368|w(OCoLC)699759819
830 0 International corporate law and financial market
regulation.|0https://id.loc.gov/authorities/names/
no2008032437
856 40 |uhttps://rider.idm.oclc.org/login?url=http://
search.ebscohost.com/login.aspx?direct=true&scope=site&
db=nlebk&AN=369449|zOnline eBook via EBSCO. Access
restricted to current Rider University students, faculty,
and staff.
856 42 |3Instructions for reading/downloading the EBSCO version
of this eBook|uhttp://guides.rider.edu/ebooks/ebsco
901 MARCIVE 20231220
948 |d20190507|cEBSCO|tEBSCOebooksacademic NEW 4-5-19 7552
|lridw
994 92|bRID
