Title 15 — Commerce and TradeRelease 119-73
§7245 Rules of professional responsibility for attorneys
Title 15 › Chapter CHAPTER 98— - PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER III— - CORPORATE RESPONSIBILITY › § 7245
Summary
The Commission must issue rules not later than 180 days after July 30, 2002, setting standards for lawyers who represent companies. Lawyers must report evidence of a material securities-law violation, breach of fiduciary duty, or similar wrongdoing to the company’s chief legal officer or CEO. If those officers fail to act, the lawyer must report to the audit committee, an independent directors' committee, or the board.
Full Legal Text
Title 15, §7245
Commerce and Trade — Source: USLM XML via OLRC
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.
Reference
Citations & Metadata
Citation
15 U.S.C. § 7245
Title 15 — Commerce and Trade
Last Updated
Apr 6, 2026
Release point: 119-73