Ethical Issues in Transactional Practice

Synopsis In this course the panel uses four scenarios to raise various ethical issues that arise in the representation of buyers and/or sellers in purchase and sale transactions and makes recommendations for the proper resolution of these ethical dilemmas.


I. Introduction
II. Scenario #1: Representing a Client in a Purchase and Sale
        A. Scenario #1: Representing a Client in a Purchase and Sale
        B. What If It’s Not So Clear?
        C. Potentially Confidential Legal Development
        D. Discovery of Fact
III. Scenario #2: Representing a Client Before the IRS
        A. Scenario #2: Representing a Client Before the IRS
        B. What About My Reputation?
IV. Scenario #3: Representing a Client in an Ongoing Relationship
IV. Scenario #4: Representing a Client in a Completed Transaction
        A. Scenario #4: Representing a Client in a Completed Transaction
        B. What About the Tax Opinion?
        C. Circular 230, § 10.21

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Alexander B. Patterson

Alexander Patterson
Davis Polk & Wardwell

Alexander B. Patterson is an associate in Davis Polk & Wardwell’s Tax Department. He joined Davis Polk in 2007.

Mr. Patterson graduated, cum laude, from Harvard University in 2003 and in 2007 received his J.D. from the University of Virginia School of Law, where he was a member of the editorial board of the Journal of Law & Politics. He is admitted to the bar of New York.

Photo of Bernard Wolfman

Bernard Wolfman
Harvard University Law School

Bernard Wolfman is the Fessenden Professor of Law Emeritus at Harvard Law School. His principal teaching and scholarly interests have been in the field of federal income taxation and the professional responsibility of tax practitioners. Before joining the Harvard faculty in 1976 he served as the Dean and Gemmill Professor of Tax Law and Tax Policy at the University of Pennsylvania Law School.

Professor Wolfman received his undergraduate and law degrees from the University of Pennsylvania. From 1948 to 1963 he practiced law in Philadelphia in the firm of Wolf, Block, Schorr and Solis-Cohen, serving as the firm’s Managing Partner from 1961. In 1963 he joined the Penn law faculty.

Professor Wolfman’s bibliography includes articles in law reviews and professional journals; his books are Dissent Without Opinion: The Behavior of Justice William O. Douglas in Federal Tax Cases (senior author), 1975; Federal Income Taxation of Corporate Enterprise (with Diane Ring, Fifth Edition, 2008); Ethical Problems in Federal Tax Practice (with Deborah Schenk and Diane Ring, Fourth Edition, 2008), and Standards of Tax Practice (with J. Holden and K. Harris, Sixth Edition, 2004).

During the fall of 2003 he served as Senior Adviser to the Assistant Attorney General for the Tax Division, U.S. Department of Justice. From 1963 to 1968 and from 1977 to 1980 Professor Wolfman was a consultant on tax policy to the U.S. Treasury Department. He has served as a member of the Council of the A.B.A. Section of Taxation and as Council Director of its Committees on Corporate Taxation, Standards of Tax Practice, and Tax Policy and Simplification. He has also served on the Council of the A.B.A. Section of Individual Rights and Responsibilities. From 1974 to 1994 he served as a consultant to the American Law Institute's Federal Income Tax Project, and from mid-1987 he served for two years as special consultant to the Iran/Contra Independent Counsel, Lawrence Walsh.

Professor Wolfman is President of the Federal Tax Institute of New England and a Fellow of the American Bar Foundation. He is also a Fellow of the American College of Tax Counsel, having served for six years as its Regent from the First Circuit.

Photo of Diana L. Wollman

Diana Wollman
Sullivan & Cromwell LLP

Diana L. Wollman joined Sullivan & Cromwell in 1993 and was elected partner of the firm in 1999. Ms. Wollman specializes in U.S. Federal and New York State tax matters, and her practice includes advising on planning, transactions, IRS audits and controversies, requests for private rulings, compliance, ethics and professionalism.

She is a frequent speaker on international taxation, ethics and professionalism, and a variety of other topics. Recent engagements include a Practicing Law Institute presentation she devised called, “My Tax Lawyers’ Fingerprints Are On My Dea— Is That a Problem?” and moderating a panel at the University of Chicago Federal Tax Conference on the implications of the growing trend towards Economic Nexus and whether it is an appropriate standard for international taxation. Ms. Wollman has published papers on a variety of issues, ranging from financial products and derivatives to the U.S. earnings stripping rules and U.S. treaty obligations.

She is an active member of the NYSBA Tax Section, currently serving as the co-chair of the Committee on Compliance, Practice & Procedure, and has worked on numerous reports on a range of subjects. Ms. Wollman was previously an Adjunct Professor at Columbia Law School, teaching “Ethical Issues in Tax Practice” and “International Taxation.”

Ms. Wollman graduated from Harvard University in 1986 with an A.B. and received her J.D. in 1991 from UCLA Law School, J.D.

Photo of Kathleen L. Ferrell

Kathleen Ferrell
Davis Polk & Wardwell

Kathleen Ferrell is a member of Davis Polk & Wardwell’s Tax Department. Her business transactions practice centers on advice to corporate and private equity fund clients on mergers, acquisitions, spinoffs and other major corporate transactions. She also advises clients on joint ventures, bankruptcy, reorganizations, workouts and tax legislative and administrative matters.

She served in the Treasury Department’s Office of Tax Policy from 1987 to 1990, as an Attorney-Adviser in the Office of Tax Legislative Counsel and as the Special Assistant to the Assistant Secretary of Tax Policy.

She graduated, magna cum laude, from the University of South Carolina in 1978 and in 1981 received her J.D. from the University of Virginia School of Law, where she was the co-founder of the Virginia Tax Review.


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Course Code : 776314
Length : 1hr 8min
Recorded Date : 4/24/2009
Format Type : Video

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