The University of North Carolina School of Law

The University of North Carolina School of Law Ethical Issues for the Corporate Lawyer The Nineteenth Annual Dan K. Moore Program in Ethics Co-sponsored by the UNC School of Law Center for Banking and Finance Program Highlights Include: 4 hours of continuing legal education credit (including 3 hours of ethics and 1 hour of substance abuse credit) Ethical issues in representing nonprofit corporations, including service on the board Law, business, and strategy: where should the corporate lawyer draw the ethical line? Hot topics in conflicts of interest Work-life balance and understanding the world view of attorneys October 15, 2010 The Carolina Club, George Watts Hill Alumni Center UNC-Chapel Hill, Chapel Hill, NC 1

The Dan K. Moore Program in Ethics The Dan K. Moore Program in Ethics is a well-regarded continuing legal education program sponsored annually by the UNC School of Law. This important program is dedicated to the exemplary legacy of professional ethics left to us by the distinguished life and work of Dan K. Moore, the esteemed former governor of North Carolina and a 1929 graduate of the UNC School of Law. For the past eight years the Dan K. Moore program has focused on issues relevant to attorneys who advise corporate clients: 2002 Lawyer liability in a post-enron world 2003 The SEC s lawyer conduct rules and their relationship to state bar lawyer conduct rules 2004 New challenges in ethics and governance for corporate lawyers 2005 The lawyer s role in responding to enforcement actions against a corporate client 2006 Ethical issues arising from the relationship between lawyers and accountants 2007 Conflicts of interest for corporate lawyers 2008 Ethics issues for in-house and outside corporate lawyers 2009 Ethical issues in troubled times The program will explore a variety of ethical issues that may arise for the corporate lawyer. About this year s program... The program will address a variety of ethical issues of interest to corporate lawyers, both in-house counsel and attorneys in private practice. We will discuss particular issues that arise in the representation of nonprofit entities, including concerns related to an attorney s service as a board member. We will also discuss where lawyers should draw the line between legal advice, business advice, and strategic advice. Conflicts of interest are a perennial ethics topic. We will explore several hot topics of particular concern to corporate lawyers. We will conclude with a presentation that may help us understand why lawyers absorb stress and receive some suggestions about how to counter our natural proclivities and achieve an appropriate outlook on life and balance with our personal lives. Our distinguished panelists draw on a wealth of experience in a variety of roles and contexts to provide expertise, advice, and perspective on these important issues. As was the case with prior programs, the discussion among the panelists is guaranteed to be lively and there will be ample opportunity for questions from and interchange with the audience. This program provides continuing legal education credit, including ethics and substance abuse credit, and is aimed specifically for lawyers who regularly advise corporate clients. About the Center for Banking and Finance... The Center for Banking and Finance was established at the UNC School of Law on July 1, 2000. The Center was created to recognize and further the important role of banking and finance to the economy of North Carolina, as well as the leadership role played by North Carolina-based financial institutions in the continuing evolution of the financial services industry. The Center studies the legal and policy issues related to banking and finance, advances the teaching of these important areas, and sponsors conferences for industry professionals, including the Annual Consumer Law & Consumer Credit Symposium at the Festival of Legal Learning, February 11-12, 2011, Chapel Hill, and the Fifthteenth Annual Banking Institute, March 31-April 1, Charlotte, NC. The Center is directed by Professor Lissa Broome and guided by a distinguished Board of Advisors. For more information about the Center or its activities, please contact Lissa Broome, (919) 962-7066 or lbroome@email.unc.edu, or see http://www.law.unc.edu/centers/banking/default.aspx. 2

Agenda: Friday, October 15, 2010 9:00 a.m. Registration and Coffee 9:30 a.m. Welcome & Introduction to Program John Charles Jack Boger, Dean and Wade Edwards Distinguished Professor Professor Lissa L. Broome, UNC School of Law and Professor Thomas Lee Hazen, UNC School of Law 9:45 a.m. Hot Topics in Conflicts of Interest 10:45 a.m. Break Recognizing and managing conflicts of interest are significant issues for corporate law attorneys. We will explore conflicts that may arise with former clients; officers, directors and the entity; and within the corporate family of entities. In addition, we will examine outside the box conflicts, such as representing a competitor of a client, and material limitation conflicts. A lawyer s personal conflicts that might result through board service on a client s board or if the the lawyer takes an equity intent in lieu of fees or invests in a client will also be considered. The panel will discuss effective consent to resolve conflicts. 11:00 a.m. Ethical Issues in the Representation of Nonprofit Entities We will discuss a myriad of ethical issues that arise (and are sometimes overlooked) in the representation of nonprofit entities, including pro bono representation of nonprofits. The panel will discuss the desirability of an engagement letter detailing the attorney-client relationship and the scope of the representation. Consideration will be given to approval of any professional fees when the attorney also serves as a member of the nonprofit s board. Other issues relating to attorney service on a nonprofit board include malpractice coverage, the attorney-client privilege, and statutory immunity for the unpaid director, and firm policies related to board service. 12:00 p.m. Lunch, Break-out Discussions, and Break Each lunch table will be asked to discuss how they would approach an ethical challenge that will be described at the program. After lunch, some tables will be asked to report on their discussion of the ethical challenge. 12:50 p.m. Law, Business, and Strategy: Where Does the Lawyer Draw the Ethical Line? 1:50 p.m. Break In this segment the panel will debate under what circumstances an attorney should provide advice on business or strategic matters for a corporate client, and the effect on the attorney-client privilege and malpractice insurance coverage of such advice. Is there a different line for inside counsel and outside counsel? The panel will also explore the implications of Rule 5.7 and the provision of law-related service by attorneys including financial planning, trust services, lobbying, and environmental consulting. 2:00 p.m. Outlook of Lawyers: How it Contributes to Stress and Strategies to Cope and Achieve Appropriate Life Balance 3:00 p.m. Adjourn Dr. Mary Howerton will review the research on the psychology of optimism and what it suggests for the legal profession. She will discuss strategies for increasing optimism, improving work satisfaction, and achieving a healthy work-life balance. 3

Program Panel Michael R. Abel Michael Abel is an attorney at Schell Bray Aycock Abel & Livingston, PLLC in Greensboro, where his practice concentrates on closely held businesses, tax-exempt organizations, and commingled investment funds. He serves in the general counsel role for closely held businesses and advises on a wide variety of issues. He advises tax-exempt organizations on governance issues, fundraising, unrelated business taxable income, and other tax issues. His work with commingled investment funds includes advising on choice of entity, tax, and structural issues, as well as assisting clients in evaluating investment opportunities. Abel is an adjunct professor at the University of North Carolina School of Law, teaching business planning. He is a member of the North Carolina General Statutes Commission and has served on drafting committees for the North Carolina Business Corporation, Nonprofit Corporation, and Limited Liability Company Acts. He is a graduate of Davidson College and received his J.D. from the University of North Carolina School of Law. Dianne Chipps Bailey Dianne Bailey practices with Robinson Bradshaw & Hinson in Charlotte. She represents nonprofit organizations, their senior management, and volunteer leaders. Her clients include schools and universities, churches and other religious organizations, endowments, corporate and family foundations, museums, business leagues, social clubs, trade organizations, and charitable groups. She frequently speaks and writes on topics related to tax-exempt organizations law. Bailey also has experience in mergers and acquisitions, venture capital and private equity, and general corporate and commercial law. She serves on the Women s Impact Fund board of directors and was its chair in 2009-10. She is also on the board of directors and as Co-President of the Presbyterian Hospital Foundation, and serves on advisory boards for several other community organizations. Bailey received her B.A. from the University of California at Berkeley and her J.D. from Georgetown University. Sarah Dohoney Byrne Sarah Byrne is the Conflicts Counsel at Moore & Van Allen in Charlotte. She advises the firm and its attorneys on conflicts of interest issues, legal ethics, and compliance with the Rules of Professional Conduct. Prior to joining Moore & Van Allen, Byrne practiced litigation. She is an adjunct faculty member at Charlotte School of Law, where she teaches Professional Responsibility. She is a member of the Mecklenburg County Court Clubhouse Board of Directors and of the American Bar Association s Firm Counsel Project. He received her undergraduate degree from Boston College and her J.D. from Suffolk University Law School. Mary H. Howerton, Ph.D. Mary Howerton is principal of Mary Howerton Consulting, a management consulting firm she formed in 2004. She has over twenty-five years of experience in business and nonprofit development and management. Her expertise includes professional leadership development, organizational culture development, and executive coaching for professionals and business leaders. She is also an adjunct professor at the McColl School of Business at Queens University. Howerton has served as the Executive Director of the American Cancer Society, first CEO of both Hospice at Charlotte, Inc. and the Mecklenburg County Bar Association and the Mecklenburg County Bar Foundation. She is active in a wide variety of organizations, including Justice Initiatives, Inc. She has served on the National Association of Bar Executives and the North Carolina Lawyer Assistance Program and the Center for Law & Humanities. Helga L. Leftwich Helga Leftwich is a partner and a member of the Executive Committee at Hutchison Law Group. She advises companies on corporate, securities, and transactional matters over a broad range of industries. Her areas of specialization include venture capital and other equity and debt financings, public and private offerings, mergers and acquisitions, corporate governance, equity and executive compensation, and securities laws compliance. She has represented a range of clients in connection with their initial public offerings and advises both public and private companies on a wide range of corporate and securities law issues. She is an active participant in the Council for Entrepreneurial Development, as well as various professional organizations. She received her undergraduate degree from Duke University, and an M.S.L.S. and J.D. degrees from the University of North Carolina. Robert A. Wicker Robert Wicker is Executive Vice President, General Counsel and Secretary of General Parts International, Inc., a privately held company headquartered in Raleigh. Through its subsidiaries in the U.S. and Canada, General Parts distributes automotive products in the aftermarket. Wicker has also served as Senior Vice President and General Counsel for 4

Burlington Industries and formerly practiced law in Greensboro and Raleigh. He received his undergraduate degree from the University of North Carolina-Chapel Hill and his law degree from the University of North Carolina School of Law. Program Directors Lissa L. Broome Lissa Broome is the Wachovia Professor of Banking Law and Director of the Center for Banking and Finance. She teaches Banking Law and Secured Transactions and has taught Contracts and Ethical Issues for Business Lawyers. She is the co-author of the Regulation of Bank Financial Service Activities, a banking law casebook, and co-author of Securitization, Structured Finance and Capital Markets. Broome also directs the Director Diversity Initiative which works to increase the diversity of corporate boards of directors through its training programs, advocacy, research, and diverse director database. See https://ddi.law.und.edu/default.aspx. Broome received her undergraduate degree from the University of Illinois and her law degree from Harvard Law School. Thomas Lee Hazen Thomas Hazen is the Cary C. Boshamer Distinguished Professor of Law. He teaches Business Associations and Securities Regulation, and is the author or co-author of casebooks in corporations, corporate finance, broker-dealer regulation, mergers and acquisitions, and securities regulation. Hazen is the author of a widely regarded six-volume treatise on Securities Regulation, a three-volume treatise on derivatives regulation, and a two-volume treatise on brokerdealer law. He has also served as an expert witness in a number of high profile securities cases. Hazen received his undergraduate and law degrees from Columbia. 5

Registration Please register me for The 2008 Please print the following information: Registration Information Dan K. Moore Program in Ethics Register Online! Remember, online registration is available at www.law.unc.edu/cle No printing, no mailing, no postage! Immediate confirmation. What could be easier? Mr. Ms. Mrs. Dr. Name: Firm/Company: Address: City, State: Daytime Phone: E-mail address: Name as you would like it to appear on nametag: I am a graduate of the UNC School of Law. I would like to receive CLE credit in North Carolina. Zip: Fax: I am not a graduate of the UNC School of Law. I would like to receive CLE credit in the state of: My N.C. Bar number is: My Bar Number* is: *Attendance is reported to the state you request; however, out-of-state fees are the responsibility of the attendee. Payment Information Program Fee: $195 or $150 (corporate discount for 3 or more) To Pay by Check: Please send your registration form and a check made payable to School of Law Office of CLE (please, no staples) to: UNC School of Law Office of CLE, CB #3380, Chapel Hill, NC 27599-3380, Attn: DKM Registration. To Pay by Credit Card: Please provide us with the following information: MasterCard VISA Number : Exp. Date: Signature: You May Register Online Now register online at www.law.unc.edu/cle By Mail Return the registration form to: Office of CLE UNC School of Law CB # 3380 Chapel Hill, NC 27599-3380 ATTN: DKM Registration By Fax With a credit card number (919) 843-7779 VISA and MasterCard only