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:
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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
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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:
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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.
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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
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.
10:45 a.m.
Break
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?
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.
1:50 p.m.
Break
2:00 p.m.
Outlook of Lawyers: How it Contributes to Stress and Strategies to Cope and Achieve
Appropriate Life Balance
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.
3:00 p.m.
Adjourn
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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
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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.
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Registration
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2008
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