Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice.

On March 30, 2007, Nicholas Unkovic, Managing Partner, Squire Sanders & Dempsey moderated a training on ethics lapses.

The training discussed how it was not possible to do a UWC for the effective date being an earlier date.  The UWC was not effective until everyone signed it under Delaware law.  The date that everyone signed the UWC was the effective date.  That date is the date of the approved action.  The speakers suggested putting dates next to the signatures of each person who signed the UWCs.

Insurance coverage issues may arise because the date of something occurring was unsure.

There was a difference between ratifications and UWCs.  In ratifications, it was possible to ratify actions that occurred.  The training advised against having board meetings without secretaries.  The speakers advised against waiting several months after board meetings to minute or approve the meetings.

When asked to do something unethical, the in house attorney should advise the person requesting that the corporation was bigger than any particular individual.  Exceptions should not be made for people because the exceptions set precedents for further exceptions.  To keep rapport, the attorney might consider not coming right out to state directly that the conduct requested was illegal, but the requesting party should be made aware that the request was a request to do something wrong.