The Different Duties of Lawyers and Accountants

I feel that there are two legal propositions that the SEC is attempting to make into theorems, and frankly I think both of those legal propositions are wrong. Proposition one is that a private securities lawyer's preeminent duty is to the trading markets, not his client. Proposition two is that a private securities lawyer has the duty to squeal in those instances where his client has filed a false statement and the lawyer afterwards finds out about it but the client will not authorize him to reveal the fact that the original statement was false. Of course, the lawyer might have the duty to resign as counsel but does he have to go further and report his former client to the SEC. As I said, I think that those propositions are wrong. I also think that it is not in the public interest for the Securities and Exchange Commission to be pressing these legal positions. I would like to say to protect myself, when I appear before the SEC, that I think as a lawyer, I have probably lost as many clients as anyone in this room by saying You can't do that. If you are going to do it, get yourself another lawyer. This is a problem we all face. How did these two theories develop? First there was the Texas Gulf1 case. In that case there was a lawyer who was also a director. He was a defendant, and the case speaks about his liability as a lawyer being somewhat different because he had acted in both capacities. To me that case is simply the same thing as if I were administering first aid on an emergency basis. If I happened to be a doctor, the standard of care that I would be judged by would be higher than it would be if I were just a layman. The second series of cases are those cases in which the issue was whether