2014 Dan K. Moore Program in Ethics
Friday, October 24, 2014
UNC Center for School Leadership Development, Chapel Hill, NC
Emerging Issues in Privilege and Conflicts of Interest
9:30 a.m.
Welcome and Introduction to the Program
9:45 a.m.
Work Product and the Business Lawyer
The panel will discuss the elements of the work product doctrine, and how the doctrine differs from the attorneyclient privilege. When is protectable work product (as distinguished from attorney-client privilege) created in a
business or transactional practice? If attorney work product is protectable only when created “in anticipation of
litigation,” why should business lawyers worry about it? If business lawyers should worry about work product,
what exactly should be their concern?
Lawyer-Client Disputes and the Privilege for Communications within a Law Firm with the Firm’s Own
In-House Counsel
When misconduct or mistakes occur, does outside counsel have a privilege against its own client? Under what
circumstances might a privilege exist? What about the pre-litigation period, between the time that a client or
outside counsel becomes concerned about possible misconduct or mistakes and the time diplomacy has failed?
What should the client do to address its concerns? What must or should outside counsel do?
10:45 a.m.
Break
11:00 a.m.
Attorney-Client Privilege and the Internal Investigation
The panel will discuss the D.C. Circuit’s recent decision in In re Kellogg, Brown & Root, Inc. as a springboard and
discuss how a company should preserve the attorney-client privilege and work product doctrine while conducting
an internal investigation?
12:00 p.m.
Networking Lunch
Enjoy lunch with the panelists and other attendees.
12:50 p.m.
Attorney-Client Privilege and Conflicts of Interest in Mergers & Acquisitions
Who holds the duty of confidentiality and the attorney-client privilege after a merger, acquisition, or divestiture?
If there are disputes after the deal closes, who has access to information in counsel’s possession? Which deal
participants is an acquired or divested company’s former counsel disqualified from representing? How effectively
can these issues be managed in advance?
1:50 p.m.
Break
2:00 p.m.
Conflicts of Interest in a Complex World
What are the implications of the confidential information to which an experienced lawyer has been exposed when
that lawyer gets hired into corporate law department or a private firm? How can any problems be managed?
What kinds of conflicts should be easier or more difficult for the thoughtful client to waive? What kinds of
strategies should clients and outside lawyers adopt in approaching questions of waiver?
3:00 p.m.
Adjourn
Program Panelists
Alison R. Bost
Alison Bost is Womble Carlyle's Deputy General Counsel and works in the firm’s Charlotte office. She supervises the team of attorneys and
paralegals that advises the firm on all legal issues, including conflicts of interest, lateral hiring, firm expansion initiatives, personnel issues, legal
ethics and professional responsibility, and risk management. Bost also manages outside counsel on litigation matters involving the firm. Firm
clients consult Bost for legal guidance on ethics-related issues relevant to their particular businesses. She is experienced in litigation and appellate
practice. Her appellate work has addressed a number of different legal contexts, including employment law, local government/municipal law, and
federal and state constitutional law. Bost has provided pro bono appellate representation to children whose parents' rights have been terminated.
She received her undergraduate degree from Guilford College and her J.D. from Wake Forest University.
Bernard A. Burk
Bernie Burk joined the UNC School of Law faculty in 2011 following a distinguished career at Howard Rice Nemerovski Canady Falk & Rabkin, P.C.
(now Arnold & Porter LLP) in San Francisco and a year as an academic fellow at the Arthur and Toni Rembi Rock Center for Corporate Governance
at Stanford University. Burk teaches Professional Responsibility, Contracts, and Remedies. He is the co-author of Big But Brittle: Economic
Perspectives on the Future of the Law Firm in the New Economy, published in the Columbia Business Law Review and What’s New About the New
st
Normal: The Evolving Market for New Lawyers in the 21 Century, which is forthcoming in the Florida State Law Review. Burk is a Faculty Fellow at
UNC’s Parr Center for Ethics. He received his undergraduate degree at Yale University and his J.D. from Stanford University.
William G. Pappas
Bill Pappas is a partner and a member of the board of directors of Parker Poe Adams & Bernstein in Raleigh. He has provided general counsel and
corporate and governance counsel to national and international clients in the biotechnology, life sciences, nonprofit, health care, manufacturing
and pharmaceutical-related industries. He represent clients in various business law and commercial transactional matters, including corporate
governance, mergers and acquisitions, business investments/expansions/ and stock and asset purchases/sales. Pappas also serves as general
counsel to the North Carolina Biotechnology Center and serves on the board of directors of Lawyers Mutual Insurance Company. He received his
undergraduate and law degrees from the University of North Carolina at Chapel Hill.
Tammy Stringer
Tammy Stringer is Senior Vice President/Insurance Division General Counsel at BB&T in Charlotte. She joined the BB&T Legal Department in
August, 2008. Prior to joining BB&T, she was the Assistant General Counsel for Royal & SunAlliance, USA, Inc. She was also an attorney with
Fulbright & Jaworski, L.L.P. and the U.S. Securities and Exchange Commission, Division of Enforcement in Washington, D.C. Her experience is in
mergers and acquisitions, securities law and general corporate law. Stringer received a Bachelor of Arts from the University of Cincinnati and her
Juris Doctor from The American University, Washington College of Law.
Jennifer B. Venable
Jennifer Venable is General Counsel at Capitol Broadcasting Company in Raleigh. Prior to joining Capitol Broadcasting, Venable served as General
Counsel at Alfresco, an open source software company. Venable began her legal career at Brooks, Pierce, McLendon, Humphrey & Leonard,
worked as corporate counsel at iBEAM, and then as commercial counsel followed by Senior Partner Management at Red Hat. Venable received her
undergraduate degree from The College of William and Mary and her law degree from UNC 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. 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. She also serves as the University’s Faculty
Athletics Representative. Broome received her undergraduate degree from the University of Illinois and her law degree from Harvard Law School.
Bernard A. Burk (see above)
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 also 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 broker-dealer law. He has served as an expert witness in a number of high profile securities cases. Hazen received his
undergraduate and law degrees from Columbia.