Home      Login

Abstract: 

Securities lawyers face a complex ethical landscape. Numerous federal regulators, and the Securities and Exchange Commission in particular, have adopted the view that lawyers serve as more than just legal counselors. According to the latter school of thought, lawyers are also “gatekeepers” for the integrity of the securities market, uniquely positioned to prevent client transgressions. This gatekeeping ideal poses a critical question: does the securities lawyer owe an obligation to the client, to market participants, or to both? And, if both, can “gatekeeping” be reconciled with the lawyer’s obligation to zealously represent his or her clients? Or does it create an intractable conflict of interest? This article explores the gatekeeping dilemma in more detail, examining the relevant state and federal legal frameworks, as well as the paradoxes caused by the gatekeeping ideal. While the debate about the propriety of holding lawyers accountable to a “gatekeeping” standard is far from over, this article aims to provide guidance on the current state of the law to help practitioners navigate an otherwise unsettled area of professional responsibility.

Keywords: Sarbanes Oxley and the Enshrinement of Gatekeepting In Federal Law; Whistleblowing and Section 922 of Dodd-Frank

Affiliations:  1: Katten Muchin Rosenman LLP.