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Course Details

Professional Responsibility (Palmer)

Spring 2023   LAW 555-004  

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Additional Information

Skills Training
Oral Presentations
Other Professional Skills: practical legal application and analysis

30% Participation,
70% Exam

Short Answer,
Take Home,

Satisfies Senior Writing Requirement



Class meets in person.

Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.

I offer the following to students who miss class due to illness:

- Class sessions are regularly recorded. If you are absent due to illness or some other unavoidable circumstance, email me and I can send you an email with instructions for accessing the recording for the class session(s) you missed.

- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.

Meeting Times/Location
M 6:40PM - 8:30PM
Gittis Hall 2



In this course we will begin by grounding ourselves in the historical context within which professional responsibility rules for attorneys were developed and continue that grounding by looking at the evolution of those rules instigated in large part by the Watergate and Enron Scandals. From there we will explore the specific professional responsibility considerations that often arise for the inhouse or transactional attorney representing corporations or other business entities.

This class will involve the discussion of complex hypotheticals that highlight the occasional ambiguity that attorneys face when representing business entities. I will encourage students in this class to share their thoughts on how these hypothetical scenarios should resolve. Our discussions will also include a review of the more timely ethical incidents such as the Theranos Case involving Elizabeth Holmes and the Wells Fargo Account set up fraud issue and the expectations of lawyers in those organizations during these incidents. Your willingness to participate and share your thoughts will greatly enrich our discussion of this topic.

Although we will discuss the ABA Model Rules and certain SEC rules of professional responsibility this class is not intended to prepare students for the MPRE exam.

Readings - The readings will be from the casebook, Lawyering and Ethics for the Business Attorney, by Marc Steinberg a short article which I will make available entitled, Enron, Watergate and the Regulation of the Legal Profession by Arnold Rochvarg. I may post additional articles or materials and will let you know in advance of the applicable class session. There will be an in-class examination at the conclusion of the course. Attendance is mandatory and anyone missing class should send an email to me in advance. Also, there are no laptop computers permitted during class since the substantive information in the PowerPoint slides will be provided to the students after class.

Course Concentrations

Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.

Administrative and Regulatory Law Learning outcomes: Demonstrate a core understanding of administrative and regulatory law and the administrative process, including the role of statutory authorization and work of administrative agencies; Perform legal analysis in the context of administrative and regulatory law; Communicate effectively on topics related to administrative and regulatory law; Demonstrate an understanding of the role administrative and regulatory law play in our legal system and in society as a whole.

Professional Responsibility and Ethics Learning outcomes: Demonstrate an understanding of how the law affects, and is affected by, the individual course topic; Perform legal analysis in the context of the individual course topic; Communicate effectively on the legal and other aspects of the individual course topic; Demonstrate the ability to use other disciplines to analyze legal issues relevant to the individual course topic, including economics, philosophy, and sociology, as appropriate.


"Lawyering and Ethics for the Business Attorney" by Marc Steinberg
Edition: 5th (2021)
Publisher: West Academic
ISBN: 9781640208483