Future Direction of Corporate Law
July 10, 2009
We are entering a period in which we will see a great deal of regulation including the adoption of new rules and regulations by the SEC, and other regulatory authorities. We are going into a period that will be challenging for executives because they are going to have to understand a great deal more about the legal system. The role of the board of directors is fundamentally changing. Sarbanes-Oxley has absolutely changed the rules of the game. As time passes, these changes will become even more important and noticeable. Boards are going to become much more involved in decision making and in the general activities of their corporations. Boards have always been involved, but their responsibilities have been ratcheted up by the new law. Without a doubt, this is the most significant development in corporate law in many years.
I’m concerned that there is not enough sense of community on the part of law firms. There is no question that we have become a business, and our approach is dictated by business concerns. As a business, you don’t get a whole lot of points for helping in your community, serving on community boards, dedicating time to charities, doing lots of pro bono work. I’d like to see lawyers be more committed to their communities.
Personally, I would like to see a time requirement associated with being a member of the bar. To be a bar member, you would have to spend 100 hours a year in some service-related activity, whether it is providing legal services to the poor or helping local schools or churches or doing whatever. Courtroom lawyers are forced to perform pro bono services because they get assigned cases. The judge says, “You are going to take this case.” The lawyer doesn’t have a choice. This commitment has not universally taken hold. We are members of a community. Candidly, I think the reputation of the legal profession has not gone up in the past 20 years; it has gone down. The perception of lawyers has diminished and we need to change the system to restore the view of the legal profession as caring, fighting for justice, fighting for right. It is not about suing and getting lots of money.
Carmelo M. Gordian is chairman of Brobeck’s Firmwide Business and Technology Group. He practices in corporate and general business law with emphasis on corporate finance, venture capital, initial and secondary public offerings, mergers and acquisitions. Gordian represents technology-based growth companies, institutional venture capital firms, major technology-focused investment banks, and numerous public companies.
He received his B.A. cum laude from Harvard University in 1980 and his J.D. from Harvard Law School in 1983.
He is a member of the American Bar Association, State Bar of Texas, State Bar of New York and the Travis County Bar Association.
Gordian has been chairman of Brobeck’s Firmwide Business and Technology Group since 2000. He was managing partner at Brobeck, Phleger & Harrison llp’s Austin Office from 1994 to 2000 and a partner at Gordian & Associates from 1993 to 1994.
Representative clients include SBC Communications, Goldman Sachs & Co., SG Cowen & Co., Lehman Bros., Austin Ventures, Robertson Stephens, Sevin Rosen Funds, TL Ventures, Safeguard Scientifics, i2 Technologies, Nokia Corporation, Silicon Laboratories, and Inet Technologies.