In-House Counsel Navigating New and Recurring Ethical Challenges

Audra Leigh Braden | Clark Hill

As Collin County Deputy Member in Charge, Audra Leigh Braden represents companies and individuals in disputes related to contracts, trade secrets, collections, and business torts. She also represents companies as their outside general counsel overseeing legal, risk, and compliance functions.

As outside general counsel, Audra manages companies’ legal matters through relationships with other Clark Hill attorneys and coordinates representation for all legal issues, including corporate, litigation, immigration, data privacy and cybersecurity, real estate, employment, and intellectual property matters. She also attends Board meetings and Officer meetings, as well as maintains regular contact with clients regarding active and potential new matters.

In her general litigation practice, Audra advises technology and energy companies, among others, on strategies to achieve their legal goals and resolve disputes. As a litigator for over a decade, Audra has extensive courtroom experience, including jury trials, bench trials, and injunction evidentiary hearings. She supports her clients through the entire litigation process.

Allen W. Nelson | Clark Hill

Allen W. Nelson has significant experience leading global teams and providing advice on a wide range of topics important to boards of directors, members of executive management, and investors. Allen focuses on leveraging his experience to provide tailored solutions to General Counsels, in-house lawyers, entrepreneurs, and business owners who want lawyers that can “plug and play” into their businesses.

Currently, Allen serves as the fractional General Counsel for a private equity owned national retail company, an international family-owned retail company, as early-stage EMS company, and other companies in various industries.

Allen was the General Counsel, Corporate Secretary, and Chief Administrative Officer of one of the world’s largest publicly traded claims management firms, which operates in more than 70 countries around the world. Allen advised the company’s Board of Directors and senior management on a wide variety of legal and business issues including mergers and acquisitions, ethics and compliance, litigation matters, government investigations, and negotiations. At various times during his tenure, Allen was also responsible for internal audit, ethics and compliance, human resources, corporate communications, and real estate.

While serving as Chief Compliance Counsel, Allen also managed legal matters for the company’s political activities, its risk management function, and handled litigation, traditional labor and employment, and intellectual property matters. Allen currently teaches an upper-level course on in-house practice at Duke University School of Law as a senior lecturing fellow. Topics include ethics and compliance, public company matters, litigation, international law, employment law, and a wide variety of other corporate law topics.

I. Conflicts of Interest | 1:00pm – 1:20pm

• Directly adverse conflicts: Rule 1.7(a)(1)
• Material limitations: Rule 1.7(a)(2)
• Representing former clients: Rule 1.9

II. Confidentiality and Privilege | 1:20pm – 1:40pm

• Confidentiality obligations: Rule 1.6
• Corporate client privilege: Rule 1.13

III. Business Transactions and Compensation Conflicts | 1:40pm – 2:00pm

• Ethical concerns in compensation via stock or other non-monetary forms
• Business transactions: Rule 1.8

Break | 2:00pm – 2:10pm

IV. Interactions With Third Parties | 2:10pm – 2:20pm

• Represented opposing parties: Rule 4.2
• Unrepresented parties: Rule 4.3

V. Supervisory Responsibilities and Misconduct | 2:20pm – 2:40pm

• Ethical duties of supervisory lawyers: Series 5 Rules
• Addressing misconduct and reporting obligations: Series 8 Rules

VI. Litigation Risks and Procedural Considerations | 2:40pm – 3:00pm

• Imputed disqualification: Rule 1.10
• Confidentiality walls: Rule 1.11

VII. Case Law and Best Practices | 3:00pm – 3:10pm

• Key legal precedents interpreting ethical rules for in-house counsel
• Best practices for ethical compliance and risk mitigation