U.S. Code » Title 15 » Chapter CHAPTER 98— PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER III— CORPORATE RESPONSIBILITY

15 U.S.C. § 7245

Rules of professional responsibility for attorneys

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Not later than 180 days after July 30, 2002, the Commission shall issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers, including a rule—(1) requiring an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the company or any agent thereof, to the chief legal counsel or the chief executive officer of the company (or the equivalent thereof); and(2) if the counsel or officer does not appropriately respond to the evidence (adopting, as necessary, appropriate remedial measures or sanctions with respect to the violation), requiring the attorney to report the evidence to the audit committee of the board of directors of the issuer or to another committee of the board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors.(Pub. L. 107–204, title III, § 307, July 30, 2002, 116 Stat. 784.)
Notes of Decisions
Cited in 13 cases, 2003–2017 · leading case: Lawson v. FMR LLC, 134 S. Ct. 1158 (2014).
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Lawson v. FMR LLC, 134 S. Ct. 1158 (2014). · cites it 2× “15 U.S.C. § 7245 . Similarly, Title I of the Act created the Public Company Accounting Oversight Board (PCAOB) and vested it with the authority to register, regulate, investigate, and discipline privately held outside accounting firms and their employees.”
Berman v. Neo@Ogilvy LLC, 801 F.3d 145 (2d Cir. 2015). · cites it 4× “15 U.S.C. §§ 7245 (1), (2). Again significantly to our case, the SEC’s Rule 3 of its Attorney Standards contemplates an attorney reporting to the Commission only after internal reporting, see 17 C.”
Paul Somers v. Digit. Realty Trust, Inc., 850 F.3d 1045 (9th Cir. 2017). · cites it 4× “See 15 U.S.C. §7245 . This is in addition to internal reporting by auditors, which was already mandated by the Exchange Act.”
Van Asdale v. Int'l Game Tech., 577 F.3d 989 (9th Cir. 2009). “, 15 U.S.C. § 7245 . We thus agree with the district court that dismissal of the Van Asdales’ claims on grounds of attorney-client privilege is unwarranted.”
Ruben Carnero v. Boston Sci. Corp., 433 F.3d 1 (1st Cir. 2005). “” See 15 U.S.C. § 7245 (2005). The SEC has applied this internal reporting provision to domestic and foreign attorneys.”
Wadler v. Bio-Rad Labs., Inc., 212 F. Supp. 3d 829 (N.D. Cal. 2016). · cites it 3× “(citing 15 U.S.C. § 7245 ). Other federal cases also seem to support the conclusion that privileged communications and confidential information may be used, with appropriate protections, to establish whistleblower retaliation claims under the federal common law.”
Somers v. Digit. Realty Trust, Inc., 119 F. Supp. 3d 1088 (N.D. Cal. 2015). · cites it 2× “15 U.S.C. § 7245 requires attorneys to “report evidence of a material violation of securities law .”
Hudes v. Aetna Life Ins. Co., 806 F. Supp. 2d 180 (D.D.C. 2011). “at 14 (quoting 15 U.S.C. § 7245 ). In fact, § 307 is an authorizing statute directing the SEC to promulgate rules of professional responsibility for lawyers appearing before the Commission and in no way creates, either explicitly or implicitly, a waiver of the World Bank’s…”
New York State Bar Ass'n v. Fed. Trade Comm'n, 276 F. Supp. 2d 110 (D.D.C. 2003). “In addition, the FTC also points to the Sarbanes-Oxley Act of 2002, 15 U.S.C. § 7245 , as a statute that regulates the ethical conduct of attorneys.”
Lawson v. FMR LLC, 724 F. Supp. 2d 141 (D. Mass. 2010). “This definition could indicate that Congress was aware of how to broaden the scope of individuals affected by the statute, and chose to do so in Section 307, and did not choose to do so in Section 806.”
Miller v. McDonald (In Re World Health Alternatives, Inc.), 385 B.R. 576 (Bankr. D. Del. 2008). “” Sarbanes-Oxley Act § 307, 15 U.S.C. § 7245 (2005). The standards must contain a rule requiring “an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the issuer up-the-ladder within the company.”
Carnero v. Boston Sci. (1st Cir. 2006). “" See 15 U.S.C. § 7245 (2005). The SEC has applied this internal reporting provision to domestic and foreign attorneys.”
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