ABA Business Law Section - Professional Responsibility Committee

Meetingof November 19, 2011 / Washington, D.C.

SUMMARY MINUTES

The Professional Responsibility Committee of the ABA Business Law Section met in Washington, D.C., on Saturday morning, November 19, 2011, at the Section Fall Meeting. Sixteen Committee members were present in person and an additional six attended by conference telephone. Attendees are listed at the bottom of these minutes.

Overview of Committee Goals and Plans and of Progress To Date

The Chair reviewed the Committee’s goals and plans, and reported on progress to date. He stated that the Committee would have, at least initially, the following Subcommittees:

  • Subcommittee on the Ethics 20/20 Commission. This Subcommittee will follow the work of the ABA Ethics 20/20 Commission, keeping the Committee and Section membership informed of relevant developments and recommending positions to be taken by the Section on Commission proposals before the House of Delegates.
  • Subcommittee on SCEPR and the MRPC. This Subcommittee will follow the work of the ABA Standing Committee on Ethics and Professional Responsibility (SCEPR), the Committee and the Section membership informed of SCEPR’s Formal Ethics Opinions and of SCEPR proposals for amendments to the Model Rules of Professional Conduct (MRPC) or the Model Code of Judicial Conduct. This Subcommittee will also monitorother proposals for amendments to the MRPC except those made by an ABA Commission or Task Force whose work is being monitored by another Subcommittee.
  • Subcommittee on the Law Firm Counsel Project.This Subcommittee will re-launch and thereafter oversee and administer the Law Firm Counsel Project, which functions through regional luncheon meetings of lawyers who serve their law firms as General Counsel or under some other title have primary responsibility within their firms for oversight over ethics and professional responsibility matters.
  • Subcommittee on Professional Responsibilities of Securities Lawyers.This Subcommittee will continue its past role of monitoring regulatory, judicial, and disciplinary developments regarding the ethical and professional responsibilities of securities lawyers, which are governed by federal law and regulations in addition to the general rules of ethics and professional conduct applicable to all lawyers.
  • Subcommittee on Multinational Ethics and Professional Responsibility. This Subcommittee will address issues of ethics and professional responsibility in the transnational practice of law, including issues affecting multinational law firms and law departments.
  • Newsletter Subcommittee. This Subcommittee will design, launch, and publish a Committee eNewsletter. The Chair of this Subcommittee will be the Editor of the newsletter, and the Subcommittee members will constitute its Editorial Board.

The Chair noted that Sy Lorne, Chief Legal Officer of Millennium Management LLC, continues to be the Chair of the Subcommittee on Professional Responsibilities of Securities Lawyers, and reported that he had appointed Zach Rothstein, of Keller and Heckman LLP, Editor and Chair of the Newsletter Subcommittee. The Chair also reported that he had appointed Jim Holzman, of Prickett, Jones & Elliott, P.A., as the Committee’s Liaison to the Section’s Anti-Money Laundering & Antiterrorism Initiatives Task Force, and Ann Walker, of Wilson Sonsini Goodrich & Rosati PC, as the Committee’s Director for Content.

Ethics 20/20 Commission

Most of the meeting was devoted to the presentation and discussion of the proposals of the ABA Ethics 20/20 Commission. Professor Stephen Gillers (NYU Law School), a Commission member, and Ellyn Rosen (ABA Center for Professional Responsibility), counsel to the Commission, reviewed and discussed the Commission’s current proposals. They reported that the proposals relating to Technology and Confidentiality, Technology and Client Development, and Confidentiality in Connection with Conflicts Checking When Lawyers Change Firms, as well as two proposals relating to Admission on Motion,are planned to be brought to the House of Delegates in August 2012. Other proposals (Choice of Law in Determning Conflicts of Interest, Temporary Practice by Foreign Lawyers, Pro Hac Vice Admission and Foreign Lawyers, and In-House Counsel Registration and Foreign Lawyers) will be submitted to the House in 2013. The Commission has also issued a White Paper regarding Alternative Litigation Financing and will be issuing a White Paper and related proposal with regard to Alternative Law Firm Structures. Stephen Gillers stated that the latter will likely be similar to long-standing District of Columbia rules, and will very likely not propose the authorization of multidisciplinary practice or of public ownership of or other outside investment in law firms.

Section Spring Meeting Programs

The Professional Responsibility Committee will have a program at the Section Spring Meeting in Las Vegas in March 2012 entitled “What Business Lawyers Should Know About Ethics 20/20,” with an outstanding panel moderated by Bob Mundheim, a distinguished ethicist who has chaired and still serves on SCEPR. Bob is Of Counsel to Shearman & Sterling LLP.The program is scheduled for Saturday morning, March 24, from 8:00 to 10:00 a.m. The panelists will be: Andrew Perlman, Chief Reporter to the Commission, a Professor of Law at Suffolk University Law School; Sy Lorne, a former chair of this Committee, and General Counsel of Millennium Management LLC; Paula Frederick, Chair of SCEPR, and General Counsel of the State Bar of Georgia; Bob Creamer, a former member of SCEPR, and former long-time Vice President - Loss Prevention Counsel for ALAS; and James Tallon, a partner at Shearman & Sterling LLP, who advises the firm on matters of ethics and professional responsibility.

The Chair noted that, in addition to the Committee’s program, there will be four additional ethics programs at the Spring Meeting, all of them co-sponsored by the Committee:

1.The Business Law Education Committee will present a program on Ethical Issues in Contract Drafting;

2.The UCC Committee will present a program on Ethical Issues in Commercial Transactions;

3.The Career & Practice Development Committee will present a program on Ethical Issues and Dilemmas in Client and Practice Development; and

4.The Business Law Advisors Committee will present a program on Ethics of Negotiation.

Next Meeting

The Chairman reminded everyone that the Committee’s next meeting will be from 9:00 to 10:30 a.m. on Friday, March 23, 2012, at the Section’s Spring Meeting in Las Vegas, Nevada.

The meeting was thereupon adjourned.

Respectfully submitted,

Charles McCallum, Committee Chair

Attendees in personAttendees by conference phone

Bob CreamerBill Freivogel

Klaus EpplerJoel Greenberg

Edward FleischnerJames Ham

Dionne Flynn-EnzelNeil Moynihan

David HarrisonMike Roster

Richard HoweMichael Sweeney

Stan Keller

Simon Lorne

Miranda Mandel

Charles McCallum

Anna Mills

Larry Moushin

Jim Rosenhauer

Zach Rothstein

Philip Schwartz

Brian Sumner

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