Whistleblower Obligations of Attorneys
There are times when an attorney, in representing a corporation or other business entity, cannot simple "go along to get along" or "see no evil, hear no evil, speak no evil". Times arise when the interests of some owners don't correspond with those of other owners, or when the interests of the owners generally don't correspond with the interests of the board of directors, of the managing partner(s), or of individual directors, officers or employees. Times also arise when the desire or rush of the business people to consummate a transaction may go too far. These duties are particularly applicable when the attorney is representing a publicly-traded company. Sarbanes-Oxley, the regulations adopted thereunder, and the various rules of professional conduct or responsibility dictate, among other things, who the client really is, when and how an attorney has an obligation to report to higher-ups in the company, to the SEC, and otherwise publicly. The purpose of this article is to focus upon the laws, rules and regulations governing the obligations of attorneys to speak-up, or to be whistleblowers, in such situations.
