In-House Counsel's Evolving Duties: Statutory, Fiduciary and Ethical

Meeting Attorney Obligations During Investigations, Enforcement Actions, Litigation and Compliance Matters

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, May 19, 2011

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will prepare in-house attorneys to navigate the statutory, fiduciary and ethical pitfalls inherent in their evolving role. The panel will discuss best practices for in-house counsel to fulfill their duties and minimize liability exposure.


The in-house attorney’s role as advisor to and advocate for a company raises statutory, fiduciary and ethical concerns. Counsel must simultaneously advance the interests of the company; meet the expectations of officers, shareholders and government agencies; and fulfill legal and ethical duties.

In-house counsel must comply with the reporting requirements under Sarbanes-Oxley, ethical duties under state rules of professional responsibility and fundamental principles of fiduciary duty as company employees.

In the current climate of heightened scrutiny of in-house counsel by federal and state authorities, attorneys should act prudently during investigations, regulatory enforcement actions, litigation and compliance matters, including inquiring into potential wrongdoing and preserving relevant documents.

Listen as our authoritative panel of corporate attorneys explains how in-house attorneys should manage the legal, fiduciary and ethical pitfalls they face in their evolving role. The panel will discuss strategies for in-house counsel for fulfilling their duties and minimizing liability exposure.



  1. Introduction - role of in-house counsel
    1. Multiple roles and duties of in-house counsel
    2. Counsel in trouble – cautionary case studies
    3. Advising on non-legal risks
  2. Legal duties of in-house counsel
    1. Fiduciary duties
    2. Ethical duties
    3. Sarbanes-Oxley
    4. Compliance functions
  3. Minimizing liability exposure
    1. Reporting of corporate wrongdoing
    2. Document retention and production
    3. Representations to government authorities
    4. Compliance with regulatory requirements and agreements


The panel will review these and other key questions:

  • What are the legal and ethical obligations of in-house counsel during investigations, regulatory enforcement actions, litigation and compliance matters?
  • What privileges are potentially at risk to in-house counsel as a result of the dual role as advisor to and advocate for a company — and how can the in-house counsel avoid compromising any legal protections?
  • What are the best practices for in-house counsel to routinely employ to meet their corporate obligations and minimize individual liability?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Jonathan S. Sack
Jonathan S. Sack

Morvillo Abramowitz Grand Iason Anello & Bohrer

He has extensive experience representing individuals and companies in federal and state criminal, civil and regulatory...  |  Read More

John G. Moon
John G. Moon

Miller & Wrubel

He defends financial institutions, public companies and executives in investigations and enforcement proceedings...  |  Read More

Noah B. Perlman
Noah B. Perlman
Managing Director, Global Head of Special Investigations for Legal and Compliance Division
Morgan Stanley

He conducts and supervises internal investigations for all of the company’s business units and represents the...  |  Read More

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