Faculty Profiles

Jonathan Varat

Jonathan D. Varat

Professor of Law Emeritus
Dean Emeritus
B.A. University of Pennsylvania, 1967
J.D. University of Pennsylvania, 1972
UCLA Law faculty since 1976

LAW 561A/B - Perspectives on Law and Lawyering

This course is co-taught by Professors Varat and Zolt.

This seminar examines some of the largest financial scandals of the past century to determine what lawyers did or did not do to facilitate or prevent their perpetration. The fraudulent offenders include such individuals as Charles Ponzi, Charles Keating, and Bernard Madoff, and such corporations as Enron and United Health Corporation. Their frauds share many common elements and raise important questions about the legal profession. These topics include professional independence; obligations to monitor, disclose, warn, or notify government regulators; and the possibilities and limits of legal regulation and self-regulation by the profession. We will examine the actions of lawyers in different roles in these challenging circumstances, focusing on the tension between a lawyer’s duty of zealous representation and the lawyer’s legal and ethical obligations.

The five sessions will focus on:

1. Charles Ponzi and his investment scheme;

2. Charles Keating and the Savings and Loan crisis of the late 1980’s;

3. Enron’s creative off-balance sheet financial arrangements;

4. The backdating of stock options by such companies as Apple, Broadcom, KB Homes, and United Health Group; and

5. Bernard Madoff and the failure of regulators to uncover the scope and nature of the fraud.

These frauds share many common elements and raise important questions about the legal profession. These topics include professional independence; obligations to monitor, disclose, warn, or notify government regulators; and the possibilities and limits of legal regulation and self-regulation by the profession.

We will examine the relationships between in-house counsel and outside counsel; lawyers for auditors and lawyers for the clients they audit; government lawyers and lawyers representing clients the former are supposed to regulate; and the role of lawyers in political lobbying both before and after any financial irregularity.

Lawyers face financial temptations and conflicts of interest, as well as ambiguities about their ethical obligations. We will explore the actions of lawyers in different roles in these challenging circumstances, recognizing the tension between a lawyer’s duty of zealous representation and the lawyer’s legal and ethical obligations.