Professional responsibility and the corporate lawyer

I. THE WORLD OF CORPORATE PRACTICE

The dynamism of the business corporation has persistently stretched the creativity of lawyers, prompting efforts both to devise novel corporate strategy and to fashion regulatory constraints upon it. Capitalism's process of "creative destruction"1 continually

creates the risk that legal rules will lag behind economic reality. Lawyers are called upon to exploit or to fill the gap. They have been at the center of such turbulence at least since the rise of the large corporation in the late nineteenth and early twentieth century. The specialization of lawyers in corporate practice and the emergence of the Wall Street law firm at that time precipitated intense concern that the legal profession was losing its independence and ethical compass.2 The result was a host of efforts designed to counter the perception that law had become less of a profession and more of a business, such as the formation of the American Bar Association and the promulgation of the Canons of Ethics.3 Indeed, the notion that lawyers constitute a distinct profession received perhaps its first systematic articulation at this time. The complexity of the era is reflected in the fact that members of the corporate bar were among the most vigorous proponents of professional and political reform, even as many of them in their private practice simultaneously helped to blunt its impact.4