1 - Introduction

Summary

The role of corporate lawyers and their firms: the issues

In 2010 a leading City law firm, Linklaters, attracted unwelcome media attention when the bankruptcy examiner's report into the collapse of Lehman Brothers found that a legal opinion it had provided to its client had been used to mislead US authorities, although there was no suggestion that Linklaters itself had done anything wrong. The media interest was short-lived and gave rise to no broader debate about the role corporate law firms played for their corporate clients.

In contrast, in the United States, even before Enron collapsed in 2000, there was lively debate on the subject of corporate lawyers and their corporate governance role. After Enron, and with the introduction of the Sarbanes-Oxley Act 2002 which imposed obligations on lawyers to report managerial misconduct up the line within the company, a vast quantity of literature was produced on the subject.

In the United Kingdom there has been little recognition that corporate lawyers have any role to play in corporate governance. There are no references to lawyers in the Cadbury, Greenbury, Hampel, Turnbull, Higgs, Smith or Walker Reports – the main reports in the United Kingdom on corporate governance issues – nor are lawyers mentioned in the UK Corporate Governance Code. Meanwhile the professional codes of conduct for solicitors and barristers provide very little guidance on the issues which confront lawyers representing organisational clients. The issue has also received little academic attention.