This morning, the United States Supreme Court issued its opinion in the case of Free Enterprise Fund v. PCAOB. For me in the compliance world, the case was about the viability of PCAOB under Sarbanes-Oxley. For the constitutional scholars it is an important separation of powers case. Responding to concerns about accounting that led to [...]
Tag Archives: Sarbanes-Oxley
Portugal and Ethics Hotlines
Under guidelines published by the Portuguese Data Protection Authority on the 1st October 2009, a whistleblower cannot make a report anonymously. I have to admit that I can’t read Portuguese, so reading Deliberação Nº 765 /2009 does not help me much in interpreting the limitations. (Google translate helps.) Most EU member states allow anonymous reporting [...]
SOX Whistleblower Protections at Mutual Fund Companies
We know that Sarbanes-Oxley offers protections to employees at public companies, but does it also protect employees at mutual fund companies? Yes. At least according to Judge Woodcock of the Massachusetts U.S. District Court. The Employees The decision is for two cases that were combined because of the common defendant. According to the decision, Jackie [...]
Media Leak is not Protected as a SOX Whistleblower
Leaking information to the media about bad financial controls is not protected by SOX whistleblower retaliation clause. Nicholas P. Tides and Matthew C. Neumann were working as “Audit IT SOX auditors” at The Boeing Company. They made several complaints about auditing deficiencies to their supervisors. They claimed “that Boeing’s auditing culture was unethical and that [...]
Public Companies Fail to Disclose Ethics Waivers
According to Usha Rodrigues from University of Georgia Law School and Mike Stegemoller from Texas Tech University – Rawls College of Business, in their paper Placebo Ethics, public companies are failing to disclose ethics waivers. They focused on Section 406 of Sarbanes-Oxley which requires public companies to disclose when they have granted an ethics waiver [...]
Tuesday Morning Quarterback of Free Enterprise v. PCAOB
On Monday, the Supreme Court listened to the oral arguments in Free Enterprise Fund v. Public Company Accounting Oversight Board (08-861). For me in the compliance world, the case is about the viability of PCAOB under Sarbanes-Oxley. For the constitutional scholars it is an important separation of powers case. Responding to concerns about accounting that [...]
In-House Counsel as Whistleblowers under SOX
Section 806 of the Sarbanes-Oxley Act (18 USC §1514A) expressly authorizes any “person” alleging discrimination based on protected conduct to file a complaint with the Secretary of Labor and, thereafter, to bring suit in an appropriate district court. There is no exception for lawyers or in-house counsel. Recently, the Ninth Circuit tackled this issue in [...]
Whistleblower Programs: Challenges for Multinational Companies
Katherine D. Ashley, Gary DiBianco, Dana H. Freyer, Matthias Horbach, Pierre Servan-Schreiber of Skadden, Arps, Slate, Meagher & Flom LLP put together a nice article addressing the challenges of exporting the whistleblower requirements under Section 301 of Sarbanes-Oxley to operations in the European Union: Whistleblower Programs: Challenges for Multinational Companies. Section 301 of the Sarbanes-Oxley [...]
SEC’s Notice and Access Rules: What Do They Mean For Your Company?
Computershare has put together a White Paper that they distributed through Compliance Week: An Explanation of the SEC Notice and Access Rules: What Do They Mean for Your Company? (.pdf)[For Compliance Week Subscribers] Pamela Eng, Product Manager for Computershare Investor Services takes us through The SEC’s Shareholder Choice Regarding Proxy Materials rules in Release No. [...]
Lawyer’s Noisy Withdrawal from Stanford Case
Lawyers must protect their clients’ confidence, but they can’t aid in the commission of a potential crime. The Wall Street Journal covered some of the facts leading up to the “noisy withdrawal” of Thomas Sjoblom of Proskauer Rose LLP from their representation of the Stanford Financial Group: Top Lawyer’s Withdrawal From Stanford Case Waves a [...]
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