SEC General Counsel's letter (July 23, 2003) admonishing the Washington State Bar Association.
SEC Comm'r Goldschmid's speech (Nov. 17, 2003) branding WSBA's opinion a "lawless act."
Sara Levy, “The SEC, the States and Attorney Conduct Rules: an Analysis of Preemption Issues,” 32 Hofstra L. Rev. 1681 (2004).
Susan P. Koniak, “When the Hurlyburly's Done: The Bar’s Struggle with the SEC,” 103 Columbia L. Rev. 1236 (2003).
Selected Public Comment Letters re: SEC Proposed Rule:
Implementation of Standards of Professional Conduct for Attorneys,
17 CFR Part 205. Release Nos. 33-8150 (Nov. 21, 2002)
plus Release Nos. 33-8185 and 33-8186 (Jan. 29, 2003)This page posts selected comment letters and other items on the lawyer ethics rules that the SEC initially proposed on November 21, 2002. The SEC's public comments webpage is http://www.sec.gov/rules/proposed/s74502.shtml(the SEC only web-posts comments that it receives by e-mail).
The Proposing Release (11/21/2002): The proposed rule to which these comments are directed is at http://www.sec.gov/rules/proposed/33-8150.htm and is available in a 39-page PDF file from the Federal Register site for December 2, 2002: http://www.access.gpo.gov/su_docs/fedreg/a021202c.html .
The Adopting Release and the Reporting Alternatives Release (1/29/2003): The SEC's action on January 23, 2003, substantially adopting the proposed rule is summarized in its news release at http://www.sec.gov/news/press/2003-13.htm , its final "up-the-ladder" rule and explanatory release is at http://www.sec.gov/rules/final/33-8185.htm , and its January 29, 2003 release seeking public comments (by April 7, 2003) on proposed alternative versions of a "reporting to the SEC" rule is at http://www.sec.gov/rules/proposed/33-8186.htm The Feb. 6, 2003 Federal Register (click here) published the new final rule and release 33-8185 (28-page PDF) and the new proposed rule and release 33-8186 (14-page PDF).
The webmaster received most of these letters in the posted word processor format and converted them to the posted PDF format, which may have slightly altered page breaks or other format attributes. An * indicates the letter now is posted in HTML format on the SEC's public comments webpage under the indicated file name (linked to that webpage).
ACCA Executive Summary of SEC's Rules Adopted 1/23/2003 [PDF] [MS Word]
Second Round of Comments (after 1/23/2003) *Profs Koniak, Cramton, & Cohen (+ 38 other profs) [PDF] [WPerfect] (lawprofs040703.htm)
*Public Citizen [PDF] posted at http://www.citizen.org/litigation/briefs/ (publiccit040703.htm)
*AFL-CIO comment letter [PDF] [MS Word] (rltrumka1.htm)
*Puja Sondhi, law review article on the proposed rules [MS Word] (psondhi040703.htm)
*Amer. Bar Assoc. [PDF] posted at http://www.abanet.org/poladv/new.html (aba040203.htm)
*79 Law Firms [PDF] [MS Word] (79lawfirms1.htm)
*American Corporate Counsel Association [PDF] (acca040703.htm)
*Lawyer (webmaster) Doug Schafer's comments to SEC [HTML] (schafer040703.htm)
"Forcing lawyers to blow the whistle can't come too soon," National Post (May 2, 2003).
Initial Round of Comments (before 1/23/2003) Prof. Coffee [PDF] [WordPerfect]
*Profs Koniak, Cramton, & Cohen (plus 51 other profs) [PDF] [WordPerfect] (spkoniak1.htm)
Key passage (click here) from the 54Profs letter.
See also: http://www.law.virginia.edu/home2002/html/news/2002_fall/cohen.htm
http://www.news.cornell.edu/Chronicle/03/1.16.03/Cramton-SEC.html*Prof. Moore [PDF] [WordPerfect] (moore1.htm)
*Prof. Morgan [PDF] [WordPerfect] (tdmorgan1.htm)
*Prof. Painter [PDF] [MS Word] (rwpainter1.htm)
National Organization of Bar Counsel [PDF] (as posted at L.A. County Bar's website)
*Amer. Bar Assoc.[PDF] posted at http://www.abanet.org/poladv/factsheet.html (apcarlton1.htm)
*77 Law Firms [PDF] [MS Word] (77lawfirms1.htm)
*ALAS [PDF] [WordPerfect] (alasi1.htm)
*Bay Area Law Firms [PDF] [MS Word] (mlsmall1.htm) Appendix B is a state-by-state table on the assorted client fraud dislosure rules.
*Dechert Law Firm [PDF] [MS Word] (dechert1.htm)
*New York State Bar (Business Law Section) [PDF][MS Word] (gesbackman1.htm)
*Conference of Chief Justices [PDF][WordPerfect] (jskaye1.htm)
*American Corporate Counsel Association [PDF] (bnagler1.htm)
*Lawyer (webmaster) Doug Schafer's comments to SEC [HTML] (daschafer121602.htm)
Links to articles cited in Schafer's comment letter:
Schneyer, Ted, Professionalism as Bar Politics: The Making of the Model Rules
of Professional Conduct, 14 Law & Social Inquiry 677 (1989). [Key Passages]
Pitt, Harvey L., The Georgetown Proposals, 36 Bus. Law. 1831 (1981).
Simon, William L., The Kaye Scholer Affair: The Lawyer’s Duty of Candor and the Bar’s
Temptations of Evasion and Apology, 23 Law & Soc. Inquiry 243 (Spring, 1998).*Former SEC litigator Theodore Sonde (Nat'l Student Marketing case) (tsonde1.htm)
Link to the article submitted to the SEC by Mr. Sonde in his comment letter:
Theodore Sonde and F. Ryan Keith, "Up the Ladder" and Over: Regulating Securities
Lawyers -- Past, Present & Future (2002-preliminary draft) [PDF]
[as expanded, updated, and published in 60 Wash. & Lee L. Rev. 331 (2003) [PDF].]
Key Passages (click here) from the preliminary "Up the Ladder" Article.
SEC Commissioner Harvey Pitt quoted from the Sonde-Keith article in a 1/29/03 speech:
http://www.sec.gov/news/speech/spch012903hlp.htm#footbody_5*Corporate Lawyers' Association of New Zealand [PDF] (rfpol1.htm)
See CLANZ's monitoring site: http://www.clanz.org/lawyer_client_privilege.htmlSelected News Coverage Links:
http://www.forbes.com/forbes/2002/0812/058_print.html (Aug. 12, 2002)
http://www.businessweek.com/magazine/content/02_51/b3813093.htm (Dec. 23, 2002)
http://www.law.com/jsp/article.jsp?id=1039054406018 (Dec. 6, 2002)
http://www.law.com/jsp/article.jsp?id=1039054466078 (Dec. 18, 2002)
http://www.law.com/jsp/article.jsp?id=1039054540336 (Jan 8, 2003)
http://www.nytimes.com/2003/01/24/business/24SEC.html (Jan. 24, 2003, Glater)
http://www.nytimes.com/2003/01/24/business/24NORR.html (Jan. 24, 2003, Norris)
http://newsobserver.com/news/story/2132556p-2027811c.html (Jan .25, 2003)
http://www.law.com/jsp/article.jsp?id=1043457916491 (Jan. 28, 2003)
http://dynamic.washtimes.com/twt-print.cfm?ArticleID=20030128-98574539 (Jan. 28, 2003)
http://www.iht.com/articles/85320.htm (Feb. 1, 2003)
http://news.com.com/2009-1085-983739.html (Feb. 9, 2003, reprinting a Wharton article.)
http://www.law.com/jsp/article.jsp?id=1046833528330 (March 10, 2003, Hackett of ACCA)http://www.nytimes.com/2001/08/11/arts/11LAWY.html?searchpv=day03 Covering the ABA's August 2001 rejection of the Ethics 2000 Commission's proposal to restore rules permitting lawyer disclosures to prevent or rectify certain client crime or fraud, and quoting lawyer Lawrence J. Fox of Drinker, Biddle & Reath in Philadelphia, who led the fight against that proposal, as saying: "Academics have this lofty notion that lawyers should do good for society. But I'm not buying it. I don't think we should put the lawyers in a position where they have duties to the public, except in cases of death or bodily harm."
