Legal counsel for both privately and publicly-held enterprises are at the forefront of law compliance and adherence to ethical norms. With the continual presence of government as well as private litigation against business enterprises and their attorneys, preventative lawyering consistent with ethical standards remains a key objective that should be prioritized in the law school curriculum. This coursebook, consisting of twelve separate scenarios, uses the problem method in combination with case law and subject matter analysis to make a meaningful contribution to the law school curriculum. Scenarios include dilemmas focusing on client identification, attorneys’ conflicts of interest, counseling the small business enterprise, client fraud, the business attorney as litigator, the attorney litigation privilege, and the role of inside counsel. Approximately 300 pages, the text comfortably serves as the main text for the specialized corporate “lawyering” course as well as a focused practical resource for the business associations and professional responsibility courses. The author, one of this country’s most prolific scholars, also has extensive practical experience, including being retained as an expert witness in several high-profile cases, including Enron, the national prescription opioid litigation, Mark Cuban, and Martha Stewart. The text also has an accompanying teacher’s manual that focuses on the subject matter and Scenarios presented in the book.

Imprint: West Academic Publishing
Series: Coursebook
Publication Date: 01/13/2020
Related Subject(s): Professional Identity Formation

Marc I. Steinberg, Southern Methodist University School of Law


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The fifth edition updates both judicial and government developments since the Fourth Edition was published in 2016. The text adds several cases, including a number of decisions that focus on key attorney counseling subjects. These new added cases focus on client identification in the closely-held enterprise, attorney responsibilities when confronted with client fraud, the applicability of the attorney litigation privilege, government enforcement based on alleged attorney misconduct, counsel’s role in conflict of interest situations involving the corporate client, counsel’s liability exposure for misrepresentation, responding to discovery requests by an adverse party on the client’s behalf, and issues confronting in-house counsel. The text utilizes these newly added cases in a manner that improves the focus of the narrative discussion, thereby enhancing the students’ learning experience.

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