This course will examine the legal and ethical obligations of lawyers representing corporate clients in high stakes business transactions, litigations and reorganizations. The early sessions will introduce students to relevant principles from the ABA Model Rules of Professional Responsibility and their California counterparts. We will then move on to a series of case studies starting with Elmer Rice's
Counsellor at Law in which a fictitious small firm practitioner in 1930s New York City balances the strains and ethical dilemmas of the practice of law. Next will be the story of John Gellene, a junior partner at Milbank, Tweed , Hadley & McCloy and bankruptcy counsel for Bucyrus-Erie, who was convicted of a bankruptcy crime based on failure to disclose material conflicts of interest in connection with that case. Mr. Klee represented Milbank in dealing with the consequences of Mr. Gellene's actions, both in an internal firm investigation and in the Madison Wisconsin Bankruptcy Court. The third case study, the AH Robins (Dalkon Shield) case, will focus on judicial as well as lawyer conduct in the context of mass-tort chapter 11 reorganizations. The fourth case study, the recent ASARCO chapter 11 case, examines the responsibilities of lawyers representing boards of directors and insiders in the context of large corporate transactions. The final case study will pull together numerous threads from the earlier units in the course of analyzing the Texaco-Pennzoil drama involving a major M&A transaction, the largest civil judgment in US history, a major Supreme Court decision, and one of the very largest chapter 11 cases ever, that of Texaco Inc. Mr. Klee also played a significant personal role in this matter as bankruptcy counsel for Pennzoil.
Enrollment limited to 24 students. Graded non-anonymously. Research paper related to issue or issues raised by one or more of the case studies required. Mr. Bussel will supervise and evaluate up to 12 papers and Mr. Klee will supervise and evaluate up to 12 papers. Final grades will be based primarily on the quality of the research paper, and secondarily on the instructors’ assessment of each student’s preparation and participation in the course overall. Students may satisfy the professional responsibility requirement, one “B” course requirement for the Business Law Program, and the significant analytic writing requirement by successfully completing this course.