The inaugural column is authored by Robert Evans III and presents the following hypothetical:
Andy, a New York corporate and securities lawyer, had just finished one meeting and was preparing for the next when one of his banker clients, Gus, called. Gus explained that he and his team were meeting with the CEO and CFO of a mid-market company later that day to talk about going public. Gus told Andy that the management team is very detail oriented, and would Andy be available to get looped into the meeting if they got past the high-level discussion and into the weeds? Andy asked what kinds of things Gus thought he might need to address. Gus said he’d want Andy to cover any SEC rules that came up and that the CEO and CFO were likely to be focused on disclosure about management compensation, limits on insider sales in the offering and after, publicity restrictions, timing, and expected costs.
The first question is whether any ethics rules are implicated by this fact pattern. What should Andy be alert to?
Additional legal ethics resources are available from the Professional Responsibility Committee. Committee membership is free for Business Law Section members.