Comments of the Corporation, Finance and Securities Law Section: Table of Contents

Before the U.S. Securities and Exchange Commisssion

Standards of Professional Conduct for Lawyers
Part 205
Rule Making

File No. S7-45-02

Task Force

Kenneth B. Winer, Co-Chair
Gregory S. Bruch, Co-Chair
Bruce A. Baird
David M. Becker
James E. Day
Gary L. Goldsholle
Abbey G. Hairston
Paul Huey-Burns
Howard Kramer
David B.H. Martin
Phillip Parker
Richard H. Rowe
Paul Schott Stevens

Note: The task force that prepared this letter was by co-chaired by Kenneth B. Winer and Gregory S. Bruch and included David M. Becker, James E. Day, Gary L. Goldsholle, Abbey G. Hairston, Paul Huey-Burns, Howard Kramer, David B.H. Martin, Phillip Parker, Broc Romanek, Richard H. Rowe, and Paul Schott Stevens. The comments in this letter represent the consensus of the task force as a whole and do not necessarily mirror the views of each individual task force participant or member of the District of Columbia Bar.

Table of Contents

Introduction

Proposed Part 205 Will Dramatically Change the Attorney-Client Relationship and May Bring a Host of Negative, Unintended Consequences
Recommendations
1. The Definition of "Appearing and Practicing Before the Commission in the Representation of an Issuer."
  1. Appearing and Practicing Before the Commission
  2. In the Representation of an Issuer
  3. Becoming Aware of Information
2. The definition of "evidence of a material violation"
  1. Quantum of Evidence
  2. Type of Violation
3. Proposed Part 205.3(a)’s Requirement that "[A]n Attorney Appearing and Practicing Before the Commission in the Representation of an Issuer…Shall Act in the Best Interest of the Issuer and its Shareholders
4. The Reporting Requirement of Part 205.3
  1. Content of the Report
  2. Timing of the Report
5. The Attorney Documentation and Recordkeeping Provisions
6. The "Appropriate Response" Requirement
7. The Noisy Withdrawal Provisions
  1. The Noisy Withdrawal Provisions Should Not Apply To Attorneys Representing Issuers in Government Investigation and Enforcement Actions
  2. Need for adequate time
  3. Scope of Withdrawal
  4. Scope of Disaffirmation
8. The Supervisory Attorney Provisions
9. The Qualified Legal Compliance Committee
10. The Sanctions Provision

Conclusion
Footnotes