Frank M. Placenti is a senior M&A and corporate governance lawyer who chaired the ABA Business Law Section's Corporate Governance Committee during the turbulent pandemic period.

The centerpiece of this episode is a story Frank tells about a late-night call from an audit committee dealing with a rogue CEO who had engaged in insider trading and then concealed the resulting SEC investigation from both the company's auditors and its audit committee.

Frank designed and managed the audit committee investigation, helped the company hire SEC enforcement counsel to walk the company through resolution with the SEC, recruited new qualified directors to reshape the company's governance and compliance programs, and got the company to the other side intact and without any shareholder litigation.

Along the way he lays out lessons every investigative counsel should internalize: Audit committee counsel needs to understand the needs and concerns of the company's independent auditors and regulators and then design the investigation to produce a result that will satisfy both constituencies. Required listening for any lawyer who might one day get that midnight call.