Curriculum Guide · Courses

Professor Alan Lieberman

LL.M Course 950 (cross-listed) | 2 credit hours

Conducting an internal corporate investigation requires a thorough understanding of the corporate privilege, attorney-client privilege, work product doctrine, and the rules of professional responsibility governing conflicts and multiple representations. The self-reporting and professional responsibility provisions of Sarbanes-Oxley and the SEC’s recently implemented cooperation initiative present a variety of difficult practice issues that are critical to a lawyer’s fundamental responsibility to represent solely the client’s interests. The course is designed to provide the student with an in-depth understanding of these and related rules and practices as applied to issues commonly encountered in representing corporations, individuals and the government in a complex securities investigation.

Students will gain practical knowledge of issues and opportunities arising through interaction and negotiation with the SEC and DOJ during the investigative process, the strategic decisions of waiver and cooperation, and considerations important to minimization of risk to the client.

The syllabus will follow an integrative approach using case studies requiring students to apply procedural and ethical precepts to a variety of fact patterns typical of concurrent SEC/DOJ investigations. Class participation is encouraged.

Strongly Recommended: Securities Regulation or significant government or industry experience.