This program will address ethical and legal issues that corporate and outside counsel face in advising corporations, directors and officers, handling shareholder and derivative suits, and responding to government investigations.  The program will present a scenario involving the discovery of possible accounting irregularities at a public company in which panelists will role play various parts, including that of corporate counsel, outside counsel, auditor’s counsel, and SEC counsel.  Topics will include attorney-client privilege when representing a corporate entity, multiple representations, issues regarding internal investigations, responses to client misconduct, issues dealing with outside auditors, and the impact of the Sarbanes-Oxley legislation.  This program’s updated content will entitle attendees to CLE credit if they attended the 2009 program.