Title 15 — Commerce and TradeRelease 119-73not60

§7245 Rules of Professional Responsibility for Attorneys

Title 15 › Chapter 98— PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter III— CORPORATE RESPONSIBILITY › § 7245

Last updated Apr 3, 2026|Official source

Summary

Not later than 180 days after July 30, 2002, the Commission must create rules to set minimum conduct standards for lawyers who represent companies before the Commission. The rules must protect investors and be in the public interest. The rules must require a lawyer to report evidence of a serious securities-law violation or breach of duty by the company or its agents to the company’s top lawyer or CEO (or equivalent). If that person does not take proper action, the lawyer must report the matter to the audit committee, another board committee made up only of non-employee directors, or to the full 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 3, 2026

Release point: 119-73not60