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

"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 corporate management.

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.

Detailed Contents

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
Statutory Authority
Covered Attorneys
Issuer as Client

Chapter 2: Reporting Duty
In General
Initial Report
Evidence of Material Violation
Contemporaneous Record
CLO Investigation
"Up-the-Ladder" Report
Assessment of Issuer's Response

Chapter 3: Qualified Legal Compliance Committee
In General
Definition and Role
Assumption of CLO Investigation

Chapter 4: Disclosure of Issuer Confidences
In General
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
In General
Parallel State Proceedings
Good Faith Compliance
Foreign Attorneys
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 Single copies are $39, plus applicable shipping, handling and tax. Quantity discounts and school adoption prices are available.


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 The CCH Business and Finance web site can be accessed at

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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