Title 15 — Commerce and Trade
Chapter 98 — Public Company Accounting Reform and Corporate Responsibility
§ 7245. Rules of professional responsibility for attorneys
Statutory text
Not later than 180 days after , 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—
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
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.
Legislative history
Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.
Sarbanes-Oxley Act of 2002
Pub. L. 107–204 title III § 307 · 116 Stat. 745
Enacted · 15 U.S.C. § 7245
(Pub. L. 107–204, title III, § 307, July 30, 2002, 116 Stat. 784.)
Source evidence
Code source credit
(Pub. L. 107–204, title III, § 307, July 30, 2002, 116 Stat. 784.)Enacted provision · exact public law section
SEC. 307. RULES OF PROFESSIONAL RESPONSIBILITY FOR ATTORNEYS. Deadline. Not later than 180 days after the date of enactment of this Act, 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.
1 of 1 references resolved to an enrolled provision