Corporate Lawyers and Corporate Governance

Examines the corporate governance role of English and Welsh lawyers from a legal, ethical and regulatory perspective.

Joan Loughrey (Author)

9780521762557, Cambridge University Press

Hardback, published 2 June 2011

384 pages
23.5 x 16 x 2.3 cm, 0.72 kg

'… this is a thoroughly enjoyable and stimulating text, addressing a topic of huge importance that deserves a close reading by both practitioners and legal educators.' Christopher Riley, Journal of Business Law

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.

Subject Areas: Commercial law [LNCB], Corporate finance [KFFH], Finance & accounting [KF]