CCH Explains New Reporting Duties Of Corporate Attorneys
(RIVERWOODS, ILL., April 23, 2003) – Attorneys working for public
companies now have authoritative guidance on their newly established
obligations to report corporate wrongdoing under the Sarbanes-Oxley
Act. CCH INCORPORATED (CCH), a leading provider of securities law
information and software, has published Reporting Duties of
Corporate Attorneys: SEC Rules and Explanations, by James Hamilton
and Ted Trautmann, a concise, useful guide to the controversial new
attorney reporting rules recently adopted by the Securities and
Exchange Commission. (76 pages, $39. For more information or to order,
call 800-248-3248 or visit the CCH Online Store at onlinestore.cch.com.)
"This is the first time that securities law and SEC
regulations have spelled out the duties that a lawyer owes to the
company in this regard," said co-author James Hamilton.
Reporting Duties of Corporate Attorneys walks readers through
each reporting requirement, including becoming aware of evidence of
material violations and reporting such evidence up the ladder of
It also explains the alternative of reporting the evidence to a
qualified legal compliance committee (QLCC), an optional new form of
board committee that companies may establish to receive and address
reports of wrongdoing.
Related issues, such as supervisory and subordinate attorney
duties, the safe harbor for disclosing confidential information
necessary to defend against misconduct charges, the effect of parallel
state ethics proceedings and the safe harbor for good faith compliance
are covered as well.
The clear, comprehensive guidance helps securities attorneys and
corporate counsel comply with the new "up-the-ladder"
reporting duties and avoid SEC disciplinary action.
Reporting Duties of Corporate Attorneys: SEC Rules and Explanation
consists of two parts. An "Explanation" section analyzes and
explains the rules. A "Text of the Rules" section reproduces
the pertinent SEC rules.
Part I - Explanation
Chapter 1: Introduction
Issuer as Client
Chapter 2: Reporting Duty
Evidence of Material Violation
Assessment of Issuer's Response
Chapter 3: Qualified Legal Compliance Committee
Definition and Role
Assumption of CLO Investigation
Chapter 4: Disclosure of Issuer Confidences
Defense Against Misconduct Charges
Prevention of Further Harm
Waiver of Evidentiary Privileges
Chapter 5: Supervisory and Subordinate Attorneys
Supervisory Attorney Duties
Subordinate Attorney Duties
Chapter 6: Sanctions, Remedies and Discipline
Parallel State Proceedings
Good Faith Compliance
Private Right of Action
Part II – Text of Rules
17 CFR §205.1
17 CFR §205.2
17 CFR §205.3
17 CFR §205.3
17 CFR §205.4
17 CFR §205.5
17 CFR §205.6
About the Authors
James Hamilton, JD, LLM and Ted Trautmann, JD, are securities law
analysts for CCH. An attorney with over 20 years experience tracking,
analyzing and explaining securities law, Hamilton is a
nationally-recognized securities expert who has written numerous books
on securities law topics. Trautmann is the coordinating editor of the Journal
of Global Financial Markets. Hamilton and Trautmann are co-authors
of several books, including Sarbanes-Oxley Act of 2002: Law and
Explanation, Responsibilities of Corporate Officers and Directors
Under Federal Securities Law, Informal Corporate Disclosure under
Federal Securities Law and Guide
to Regulation FD and Insider Trading Reforms. Both
are regular contributors to CCH
Federal Securities Law Reports.
Availability and Pricing
For more information or to order a copy of the 76-page Reporting
Duties of Corporate Attorneys: SEC Rules and Explanations, call
800-248-3248 or visit the CCH Online Store at onlinestore.cch.com.
Single copies are $39, plus applicable shipping, handling and tax.
Quantity discounts and school adoption prices are available.
About CCH INCORPORATED
CCH INCORPORATED, headquartered in Riverwoods, Ill., was founded in
1913 and has served four generations of business professionals and
their clients. The company produces more than 700 electronic and print
products for the tax, legal, securities, insurance, human resources,
health care and small business markets. CCH is a Wolters Kluwer
company. The CCH web site can be accessed at cch.com.
The CCH Business and Finance web site can be accessed at business.cch.com.
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EDITOR’S NOTE: For members of the press, a complimentary copy of Reporting
Duties of Corporate Attorneys: SEC Rules and Explanations is
available by contacting Leslie Bonacum at 847-267-7153 or email@example.com.