Looking Ahead
Developments are occurring now that present the risk of a significant negative change in the lawyer-client relationship, including some elements of the Sarbanes-Oxley legislation. If confidentiality and lawyer-client privilege are not treated in a judicious and balanced way, the lawyer-client relationship and the interests of clients will be threatened.
What some self-proclaimed reformers do not appreciate is that the attorney-client privilege is intended for the protection of clients, not lawyers: It is the client’s privilege. The purpose of the privilege is to encourage candid communications between lawyer and client, in order to facilitate the receipt by clients of good legal advice, and presumably thereby to encourage lawful behavior. If clients come to fear that their disclosures will be revealed by their lawyers because of governmental actions that threaten the lawyers, that important and laudable purpose will be frustrated. I believe that when the interests of clients are threatened, the interests of all citizens are threatened. An important distinction is often overlooked or ignored in the debate about rules governing the conduct of lawyers practicing before the SEC. The SEC, a government regulatory agency, is a partisan in any dispute or disagreement involving the corporations that it regulates. The judiciary, the traditional regulator of lawyer conduct, is not a partisan: It is objective and independent. To subject lawyers, whose clients are regulated by the SEC and could be involved in legal disagreements with the agency, to SEC supervision and regulation, and to require the disclosure of client confidential information to a partisan in legal disputes, presents an unjustified threat to the liberty and freedom of all Americans.
Fortunately, the SEC appears to be approaching this issue judiciously, despite outcries from some who do not appreciate the important historic role of the lawyer as protector of citizens against government excesses.
In terms of law firms, I think we will see increasing specialization. That is not a change, but I think the trend will continue. The trend toward large law firms will continue, but I do not predict the demise of the small, specialized firm. The demands, particularly of business clientele and the complexities of government regulation, will require that large law firms continue to adapt. Future developments in technology also will, of course, change the lives of corporate lawyers and their clients. I hope this will enhance communication and thereby strengthen the relationship between lawyer and client.
Ultimately, I believe the renewed focus on corporate governance is good for the development of corporate law, and it is good for society. In some quarters, there has been a loss of focus on whose interests should be served by the corporate governance structure. The reinvigoration of the focus on shareholders is a positive thing. Michael L. Jamieson has been with Holland & Knight and its predecessor firm since 1965. His experience includes SEC registered public offerings and exempt offerings of securities; corporate acquisitions (both domestic and cross-border), dispositions, redemptions and reorganizations; SEC periodic reporting and compliance matters; financing transactions for regulated industries (such as electric utilities, insurance companies and bank holding companies); Eurodollar financing transactions and other international business transactions; secured lending; equipment leasing; venture capital financing; industrial development revenue bond financing; corporation, partnership, limited liability company and business trust matters; buy sell, voting trust and other shareholder agreements; employee compensation, stock purchase, stock option and benefit plans; corporate governance matters; and employment contracts.
As a member of the Section of Business Law of the American Bar Association, Jamieson serves or has served on the Committee on Corporate Laws and the Committee on Federal Regulation of Securities. He is listed in Who’s Who in America, Who’s Who in American Law, and The Best Lawyers in America (all editions). Jamieson was recently named one of the world’s leading mergers and acquisitions lawyers by Euromoney Legal Media Group magazine and listed in Chambers USA-America’s Leading Business Lawyers 2002-2003. In addition, he is a member of The American Law Institute, a Fellow of the American Bar Foundation, and served as chairman (1986 1989) of the Board of Trustees of the University of Florida Law Center Association, Inc. In The Florida Bar, Jamieson has served as a member of the Corporation, Banking and Business Law Advisory Committee for The Florida Bar Designation Plan. He is admitted to the District of Columbia, Florida and New York Bars.
In his community, Jamieson is serving or has served as a member of the Board of Governors of the Greater Tampa Chamber of Commerce; the Board of Trustees, executive committee and chairman of the Development Council of the Tampa Bay Performing Arts Center; the Board of Trustees, chairman of the Development Committee, and an original incorporator of the Community Foundation of Greater Tampa; The Alexis deTocqueville Society; the Policy Board of the Committee of 100 of the Greater Tampa Chamber of Commerce; a founding member of the Board of Directors of the Tampa Bay Business Committee for the Arts (chairman, 1989 90); the Tampa Leadership Conference; chairman of the Research Committee and member of the Board of Trustees of the Florida Chamber of Commerce Foundation; The Tampa Club (Board of Directors, 1986-1989; President, 1988); the Golden Triangle Civic Association; the University Club of Tampa; Ye Mystic Krewe of Gasparilla; and the Tampa Bay Committee on Foreign Relations. Jamieson graduated in 1964, with honors, from the University of Florida College of Law, where he was editor in chief of the Law Review and a member of the Order of the Coif. He served as law clerk to a United States Circuit Judge (Fifth Circuit) from 1964 to 1965.