Corporate Lawyers and Corporate Governance (International Corporate Law and Financial Market Regulation)
Cambridge University Press, 5/31/2011
EAN 9780521762557, ISBN10: 0521762553
Hardcover, 336 pages, 23.5 x 16 x 2.3 cm
Language: English
This assessment of the corporate governance role of corporate lawyers in the UK analyses the extent to which lawyers can and should act as gatekeepers, 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.
1. Introduction
2. The international perspective
3. The roles of the corporate lawyer
4. Identifying the corporate client
5. The role of the corporate lawyer in shareholder litigation
6. The corporate lawyer as director
7. The regulation of the corporate lawyer
8. The arguments against reform
9. Reforming the role of the corporate lawyer
10. The reform of the legal profession and corporate lawyers
11. Conclusion.
'… crafted meticulously. [Loughrey's] subject is both important and controversial yet her treatment of it is impressively restrained and devoid of polemics … Strongly recommended.' Andrew Chambers, Corporate Governance: An International Review