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Abstract:
This paper addresses how the expectations placed on corporate officers, agents and boards have soared in the aftermath of Enron, WorldCom and other recent high profile corporate scandals. In response, we have seen the adoption of sweeping legislative reform (Sarbanes-Oxley) and one of the most aggressive criminal and civil enforcement efforts against corporate managers and corporate entities in our country's history. The question now turns to "where should we go from here?"

Abstract:
Five years after the passage of the sweeping reforms enshrined in the Sarbanes-Oxley Act and the New York Stock Exchange governance reforms, corporate practitioners continue to confront many challenges and opportunities. Indeed, we have many promises to keep - as members of the bar and as officers in service of both our Nation's highest ideals and obligations. Corporate counsel have a privileged and indispensable role to play in vindicating the rule-of-law principles that have formed the heart of our great tradition. What are these promises, these duties of ethics and ideals, that we should honor in our lives in the practice of corporate law? How can we help to ensure that our system of corporate governance and our legal institutions remain vibrant and strong, while holding true to the best traditions and legacies of the profession? In this working paper, I contend that our ethical ideals are best captured in the fundamental roles of the Lawyer as Gatekeeper ("Lawyer-Gatesman") and the Lawyer-Statesman. From the history of our profession, and in particular in many examples from Yale, we may learn from the giants upon whose shoulders we are privileged to stand to raise the bar in achieving excellence. To keep our promises, and to meet the high ideals and standards set forth in our codes of professional conduct, we should strive to be both lawyer-gatesmen and lawyer-statesmen.