Responsibility of Lawyers Advising Management

THE MOST IMPORTANT RESPONSIBILITY OF THE LAWYER UNDER THE ABA CODE, ACTING AS AN OUTSIDE COUNSEL, IS THE DUTY TO PERFORM COMPETENTLY. HE MUST ALWAYS BE AWARE THAT HIS REAL CLIENT IS THE ENTITY, NOT MANAGEMENT OR SHAREHOLDERS, PARTICULARLY WHERE AN INTERNAL CONFLICT BETWEEN THE INTERESTS OF MANAGEMENT AND THE ENTITY ARISES. HE MUST HAVE EXPERT KNOWLEDGE ON MATTERS ON WHICH HE RENDERS ADVICE, AND HE MUST BE OBJECTIVE. HIS ADVICE SHOULD ALWAYS BE STRICTLY ACCORDING TO LAW. HE MUST BE AWARE CONSTANTLY OF HIS DUTY OF CONFIDENTIALITY WITH RESPECT TO HIS CLIENT. ATTORNEYS PRACTICING BEFORE THE SEC HAVE THE DUTY TO COMPLY WITH APPLICABLE RULES AND REGULATIONS. THE EMPHASIS, HOWEVER, SHOULD NOT BE ON LAW ENFORCEMENT AS SUCH, BUT ON THE PROTECTION OF THE CLIENT'S RIGHTS, SUBJECT TO ETHICAL CONSIDERATIONS. IF THE ATTORNEY KNOWS THAT HIS CLIENT HAS VIOLATED SECURITIES LAWS, HE MUST DISCLOSE SUCH VIOLATION.