LAW 5016 :
In-House Counsel

This course surveys legal and ethical areas relevant to the practice of law as in-house corporate counsel to a public company. The course examines the ethical obligations and individual rights and liabilities of in-house counsel, including the rules governing an attorney's response to potential misconduct involving an organizational client. The course also focuses on protecting confidential legal communications in the corporate setting; advising the board of directors on corporate governance, fiduciary duties and liability; managing securities law compliance; implementing corporate compliance programs; conducting internal investigations; and responding to government investigations of the corporation. Through class participation and written exercises throughout the semester, students will perform the role of in-house corporate counsel. These assignments may involve responding to client requests for legal advice, commenting on draft business materials, preparing corporate policy statement, drafting contractual documents and advising employees in connection with an internal or regulatory investigation.