Attorneys' Responsibilities: Adversaries at the Bar of the SEC
![handle is hein.journals/emlj24 and id is 757 raw text is: ATTORNEYS' RESPONSIBILITIES: ADVERSARIES
AT THE BAR OF THE SEC
By
Joseph C. Daley* and
Roberta S. Karmel**
I. INTRODUCTION
In speeches by Commissioners, articles by employees, briefs sub-
mitted in pending litigation, and responses to criticism, the Securi-
ties and Exchange Commission (SEC) has proposed that the securi-
ties bar owes certain new duties of care and disclosure to the invest-
ing public.' The successful imposition upon attorneys of these res-
ponsibilities could change radically their traditional relationship to
corporate clients.2 The proposals have been justified as necessary
because the SEC has an inadequate budget and a limited staff for
regulation of the securities industry;3 however, the proposals have
been criticized as contrary to ethical standards, unauthorized by
statute and disruptive of future securities regulation.4
* B.S. 1955, Notre Dame; LL.B. 1958, Yale University; Member, New York, Virginia,
District of Columbia, and New Jersey Bars. Mr. Daley is a partner in the law firm of
Mudge Rose Guthrie & Alexander in New York City.
** B.A. 1959, Radcliffe College; LL.B. 1962, New York University Law School; Adjunct
Associate Professor, Brooklyn Law School; Member, New York Bar. Ms. Karmel is a partner
in the law firm of Rogers & Wells in New York City.
The authors each formerly held the position of Assistant Regional Administrator, New
York Regional Office, Securities and Exchange Commission.
I See Garrett, Professional Responsibility and the Securities Laws, Address to State Bar
of Texas, July 4, 1974; Sommer, The Emerging Responsibilities of the Securities Lawyer,
[1973-74 Transfer Binder] CCH FED. SEC. L. REP. 79,631 [hereinafter cited as Sommer];
Sonde, The Responsibility of Professionals Under the Federal Securities Laws-Some
Observations, 68 Nw. U.L. Rav. 1 (1973). For an extended discussion of the impact of these
new duties see Proceedings, National Institute, American Bar Association, Responsibilities
and Liabilities of Lawyers and Accountants, 30 Bus. LAW. 1 (Special Issue: March 1975).
2 See Cooney, The SEC's Enforcement Theory, 30 Bus. LAw. 29 (Special Issue: March
1975); Corso, Opinions of Counsel: Responsibilities and Liabilities, 17 CLEv.-MAR. L. REV. 375
(1968).
See In re Emanuel Fields, SEC Securities Act Release No. 5404, [1973 Transfer
Binder] CCH FED. SEC. L. REP. 79,407 (1973); Loomis, P.L.I. SEcurriEs REGULATION TRAN-
scRiPT SERIES No. 3, at 255 (1972).
See Lipman, The SEC's Reluctant Police Force: A New Role for Lawyers, 49 N.Y.U.L.
REV. 437 (1975); Lowenfels, Expanding Public Responsibilities of Securities Lawyers: An
Analysis of the New Trend in Standard of Care and Priorities of Duties, 74 COLUm. L. REV.
412 (1974) [hereinafter cited as Lowenfels]; Johnson, The Expanding Responsibilities of
Attorneys in Practice Before the SEC: Disciplinary Proceedings Under Rule 2(e) of the Corn-](ViewImageLocal?handle=hein.journals/emlj24&div=44&collection=journals&method=preview&ext=.png&size=3)
What Is HeinOnline?
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most
Attorneys' Responsibilities: Adversaries at the Bar of the SEC
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most