We could do other areas of law.
Suppose you’ve been engaged by operating business to do a public debt offering. You will work with underwriters’ counsel to draft several hundred pages of disclosures. What ethical issues arise?
You are tasked with putting together a disclosure schedule listing all “material” litigation items settled within the last two years. You look in the data room and see a number of litigation items totaling varying amounts, so naturally you list all above a threshold amount dictated to you by the senior associate. However, you also notice that of the smaller items below the threshold, many pertain to a common operating issue that has not been resolved and will likely lead to more and larger suits. You ask the senior associate whether to include the issue separately in the Risk Factors in the Registration Statement/Offering Memorandum, and he or she tells you that “the client doesn’t want to spook the potential investors, and there’s no way the underwriters are going to catch that–leave them out.” What do you do?