Supreme Court Justice Potter Stewart once stated that "the propriety of a lawyer serving as a member of the Board of Directors of his corporate client remains, even today, a vexing problem of professional responsibility.” Historically, accountants have been assumed, as well as required, to be independent of any enterprise in which they express an opinion regarding the enterprise's financial statements. Independence had been interpreted to mean that accountants may not serve on the board of directors or invest in any enterprise which they, or their firm, audit, or for whom either expresses an opinion on the enterprise's financial statements. By contrast, attorneys have been counsel to an enterprise, have served as officers and directors, and have invested in the enterprise. The purposes of this article are to: (1) compare and contrast the difference between the accounting and the legal profession's self-regulation of board membership; (2) analyze the trend towards requiring more independence of attorneys as it relates to simultaneously providing legal advice to a client and serving on the client's board of directors; and (3) predict the future trends regarding attorneys serving as directors of clients.
Wilton S. Sogg and Michael L. Solomon,
The Changing Role of the Attorney with Respect to the Corporation,
35 Clev. St. L. Rev.
available at https://engagedscholarship.csuohio.edu/clevstlrev/vol35/iss1/8