Minimizing Corporate Liability Exposure When the Whistle Blows in the Post Sarbanes-Oxley Era

Journal of Corporation Law, Vol. 30, No. 3, (Spring 2005)

SMU Dedman School of Law Legal Studies Research Paper No. 378

20 Pages Posted: 2 Feb 2018

See all articles by Marc I. Steinberg

Marc I. Steinberg

Southern Methodist University - Dedman School of Law

Seth A. Kaufman

Southen Methodist University (SMU), Dedman School of Law, Alumnus

Date Written: 2005

Abstract

Over the past few years, numerous newspapers and magazines have featured stories discussing whistleblowers. From Sherron Watkins at Enron to Cynthia Cooper at Worldcom, employees who reported perceived corporate fraud have received widespread attention. With this increased public focus, Congress chose to provide statutory protection in the whistleblower corporate or securities law context through enactment of the Sarbanes-Oxley Act of 2002 (SOX).

Prior to SOX, federal and state statutes (as well as common law) existed to protect whistleblowers in specific settings. For example, the False Claims Act provides protection to individuals who report fraudulent activities committed against the federal government. States likewise provide some degree of whistleblower protection, but each state's laws can vary regarding the persons protected, the procedural requirements for establishing the existence of retaliation, the type of evidence required to prove retaliation, and the available remedies. In part to eliminate the "patchwork and vagaries of current state [whistleblower] laws," Congress enacted SOX. For attorneys who provide legal counsel to corporations, the contours of the SOX whistleblower provisions merit exploration. In-house as well as outside lawyers must understand the complexities implicated to advise their clients to minimize potentially massive liability exposure.

Keywords: whistleblowers – protection, Sarbanes-Oxley Act of 2002, SOX, retaliation, employee protection, discrimination claims, corporate liability

Suggested Citation

Steinberg, Marc I. and Kaufman, Seth A., Minimizing Corporate Liability Exposure When the Whistle Blows in the Post Sarbanes-Oxley Era (2005). Journal of Corporation Law, Vol. 30, No. 3, (Spring 2005), SMU Dedman School of Law Legal Studies Research Paper No. 378, Available at SSRN: https://ssrn.com/abstract=3116419

Marc I. Steinberg (Contact Author)

Southern Methodist University - Dedman School of Law ( email )

P.O. Box 750116
Dallas, TX 75275
United States

Seth A. Kaufman

Southen Methodist University (SMU), Dedman School of Law, Alumnus

TX
United States

Here is the Coronavirus
related research on SSRN

Paper statistics

Downloads
17
Abstract Views
364
PlumX Metrics