Professional Responsibility Issues in Sophisticated Business Transactions, Litigations, and Reorganizations will examine the legal and ethical obligations of lawyers representing corporate clients in high stakes business transactions, litigations and reorganizations. Doctrinal sessions will introduce students to relevant principles from the ABA Model Rules of Professional Responsibility and their California counterparts. These sessions will be interspersed with a series of case studies starting with Elmer Rice's Counsellor at Law in which a fictitious small firm practitioner in 1930s New York City balances the strains and ethical dilemmas of the practice of law. Next will be the story of John Gellene, a junior partner at Milbank, Tweed , Hadley & McCloy and bankruptcy counsel for Bucyrus-Erie, who was convicted of a bankruptcy crime based on failure to disclose material conflicts of interest in connection with that case. The third case study, the AH Robins (Dalkon Shield) case, will focus on judicial as well as lawyer conduct in the context of mass-tort chapter 11 reorganizations. The fourth case study, the recent ASARCO chapter 11 case (which culminated in a bitter attorneys’ fee fight ultimately resolved by the Supreme Court) examines the responsibilities of lawyers representing boards of directors and insiders in the context of large corporate transactions. The final case study will pull together numerous threads from the earlier units in the course of analyzing the Texaco-Pennzoil drama involving a major M&A transaction, the largest civil judgment in US history, a major Supreme Court decision, and one of the very largest chapter 11 cases ever, that of Texaco Inc.
Enrollment limited to 20 students. Graded non-anonymously. Each student must submit three short (5-10 page) papers inspired by one or more of the case studies. Final grades will be based primarily on the quality of the written work and secondarily on the instructor’s assessment of each student’s preparation and participation in the course overall. Students may use this course to satisfy the professional responsibility requirement and one “B” course requirement for the Business Law Program. For the avoidance of doubt, this course is not a comprehensive overview of the ethical rules intended to prepare students for the MPRE exam. If you satisfy your professional responsibility requirement with this course you will have to independently prepare for the MPRE.