Corporate guru Stephen Bainbridge of UCLA School of Law does not doubt the good intentions of the Sarbanes-Oxley provision that calls for corporate lawyers to report wrongdoing, nor of the Securities Exchange Commission regulation that codified the provision. Everyone hoped that when the SEC required outside counsel to report evidence of a material violation to the client's top legal officer or CEO, these new responsibilities would remind lawyers that their client is the corporation, not management.
But in an excerpt from his book "Corporate Governance after the Financial Crisis" just released in a UCLA collection of scholarly writing, Bainbridge argues that, in practice, SOX and the SEC regulation didn't do enough to assure that corporate lawyers act as gatekeepers. In the wake of the financial crisis of 2008, Bainbridge writes, "once again, questions are being asked about the role that lawyers played in this crisis. A reassessment of SOX's legal ethics rules thus is in order."
Alison Frankel goes on to summarize the argument in my paper. Thanks for the publicity!