Reply To: What to do (law school question) VERY IMPORTANT

Brony, now that you clarified your hypo, I can elaborate more in response.

If you think the senior associate is lying and deliberately covering up the connection between the different actions, you should escalate to the partner and take other steps to ensure the matter is addressed properly. There are more subtle or less subtle ways to do this. For example, you could email the partner something like, “I just want to make sure that if the SEC were looking at this they would accept our assertion that we reached a good-faith conclusion and the matter was appropriately disclosed.” This would frame it as though you share the senior associate/partner’s interests, and would simultaneously create a documentary record that the matter was raised and possibly not addressed appropriately.

If the higher-ups refuse to address it and you have grounds to believe they are motivated by bad faith; sure you should be willing to quit and blow the whistle. But this is unlikely for several reasons. First, public disclosures are put together by a team including trustees, underwriters, investment bankers, and all of those entities’ lawyers. All a junior associate would have to do to get the team’s attention would be to call a junior in any of the other groups doing diligence. Any one team hoping for a quick, convenient payday would have a hard time convincing the others to put the legality of the deal at risk. Second, none of the lawyers I have encountered would have any interest in doing this at all, let alone in using it as an excuse to bad-mouth a junior associate on a review. Notwithstanding Top Law Schools rhetoric, big firm lawyers are human and most often try to do the right thing both in crafting disclosures and in reviewing co-workers. There are perverse structural incentives on both counts, but if you work for a firm where a single protestation like this could result in firing, you should not mourn the loss of your job – you should have been looking to leave as soon as possible before this.