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.
Welcome to my blog. I use it primarily to publish my materials from programs I present before the American Bar Association, the American College of Real Estate Lawyers, the American Inns of Court, the District of Columbia Bar, the Maryland State Bar Association, the Harvard Business School Club of Washington, D.C., and other organizations. I would love to receive any questions, comments, criticisms and suggestions you may have on any of these topics. Please check my law firm’s website, at www.samuelson-law.com, and contact me.
- All articles contained in this Blog are only as of their respective dates. None of them has been updated since then. The reader is urged to supplement all of those materials.
- Particular facts and circumstances, and changes of law or fact, may affect the statements in the articles in this Blog.