More than a decade ago, in-house attorneys were seemingly safe in their corporate cocoons, and as such, the prospect of compliance with Sarbanes-Oxley[FOOTNOTE 1], billion-dollar class action settlements, $100 million SEC fines, threats of investigations by the Department of Justice, the SEC, the IRS, the House Ways and Means Committee, and other regulators, seemed remote. Today’s in-house counsel are all too familiar with the mantra that they must play a significant part in corporate governance and in managing a corporate crisis.
In 2006 in-house attorneys were confronted with a myriad of potential exposures, many of which will continue through 2007 and beyond. The highlights of 2006 included: �307 of SOX, backdating stock options, new rules of federal civil procedure regarding electronically stored information, the McNulty Memorandum, Federal Rule of Evidence 502, liability to outside third parties, investigating boardroom leaks, and multi-jurisdictional practice and licensing. This article will profile certain of the more critical exposures and briefly discuss the protection afforded by employed lawyers professional liability insurance as in-house counsel continue to undergo a metamorphosis from corporate confidante to corporate gatekeeper.
