Sample Outline

Proposed Title
Corporate Legal Advice, Investigations, Confidentiality, & the Role of Audit & Legal Professionals

Proposed Length
2500-3000 Words

A. Introduction
a) Corporate misconduct - Duty to investigate
b) Board responsibilities - Sarbanes-Oxley
c) Overlapping roles of professionals

B. Corporate Investigations
a) Legal purpose vs. non-legal purpose
b) Advantages of investigations
c) Disadvantages of investigations
d) Voluntary vs. involuntary investigations
e) Selection of investigating professional
f) Oral vs. written reports
g) Waiver of privilege to confidential information

C. Attorney Client Privilege
a) Defined
b) Purpose of Privilege
c) Waiver of Privilege
     1. Regulators
     2. External Auditors
d) Protection of Attorney Client Privilege 

D. Work Product Doctrine
a) Distinguished from Attorney Client Privilege
b) Purpose of Work Product Doctrine
c) Fact vs. Opinion Work Product
d) Applicability to corporate documents

E. Role of Internal Audit
a) Internal audit reports
b) Management asserts Attorney Client Privilege

F. Role of External Audit
a) Distinguished from role of legal counsel - Public Watchdogs
b) Accountant/Client Privilege
c) Role of external auditor in investigations

G. Role of In-House Counsel
a) Corporation as client
b) Business advice problem
c) Preserving the Attorney Client Privilege

H. Role of Outside Counsel
a) When to retain external counsel
b) Protecting confidentiality of counsel's work

I. Conclusion
a) Overlapping roles
b) Unsettled law
c) Clear rules to protect confidentiality