Posted on: Friday, November 26, 2004
Company lawyers targeted by SEC
By Carrie Johnson
The Washington Post
WASHINGTON — By all appearances, Steven Woghin was a lawyer at the top of his game. After years in government service, the former Justice Department attorney had worked his way up to a comfortable six-figure salary and the chief legal job at software maker Computer Associates International Inc.
But this fall, the facade came crashing down, as Woghin pleaded guilty to criminal securities fraud and obstruction of justice charges. Prosecutors said he backdated sales documents and urged employees to lie to investigators of a $2.2 billion accounting fraud at the Long Island, N.Y., company. Woghin, 57, now faces a maximum 25-year prison sentence.
Woghin's guilty plea came after regulatory crackdowns over the past year against lawyers at companies where fraud was discovered, including Rite Aid Corp., Symbol Technologies Inc. and Warnaco Group Inc.
Prosecutors and enforcement officials at the Securities and Exchange Commission have warned that they will avidly pursue lawyers and accountants, who are supposed to help companies hew to the rules, if they bend them instead. They're also pushing companies and their attorneys to reveal more information about wrongdoing than ever before, sometimes urging companies to waive attorney-client privilege or face prosecution.
Legal experts said the SEC will play the lead role in policing lawyers because criminal charges against them can be extremely difficult to prove without clear evidence of personal enrichment or obstruction of justice. The SEC, which files civil charges, faces a lower burden of proof.
This week at Washington's Ritz-Carlton hotel, a group of current and former SEC leaders met to assess the agency's efforts to crack down on lawyer misconduct. Lawyers have undergone heightened scrutiny since the December 2001 collapse of Houston's Enron Corp. — a failure that resulted, in part, from secret, debt-laden business partnerships created with the approval of in-house lawyers and prominent law firms Vinson & Elkins and Kirkland & Ellis. In the past two years, the SEC has brought about 30 cases involving lawyers, officials said this week. SEC enforcement chief Stephen M. Cutler told an audience in September that more cases were on the way against lawyers who helped clients bilk mutual fund investors and attorneys who conducted sham internal investigations.
Responding to complaints from defense lawyers at this week's American Bar Association meeting that the agency was moving too aggressively, deputy enforcement director Linda Chatman Thomsen said, "I'm delighted that you're all worried. It's part of the job."
She stressed that the agency is not targeting lawyers alone, but instead it is closely examining the role that all executives and advisers played in corporate accounting blowups.
Experts say many of the corporate abuses of the 1990s, from excessive executive compensation packages to tax shelters to off-books deals, happened with the know-how, and blessing, of legal advisers.
"If your lawyer isn't going to help you out, it's going to be very hard to do ... much more so than without accountants," Boston University law professor Susan P. Koniak said.
Koniak, who specializes in legal ethics, argues that the spike in enforcement against lawyers has not changed behavior in most legal suites because cases the government has filed involve gross examples of personal excess or coverups, rather than a series of incremental actions with which corporate lawyers might better identify.
But there is little disagreement that regulators are more interested now in allegations of lawyer misconduct than ever before.
