Beschreibung
InhaltsangabeForeword xiii Acknowledgments xv Introduction 1 PART I: THE WHISTLEBLOWERS AND THE DODD-FRANK INCENTIVES Chapter 1: The Dramatic Expansion of Whistleblower Awards under Dodd-Frank 11 Whistleblower Provisions of Dodd-Frank 13 What Is "Original Information"? 14 What Are Violations of the Federal Securities Laws? 15 Rule 10b5: Market Manipulation 19 Violating the Accounting Standards 20 False Financial Statements by Public Companies 20 Other Securities Laws 22 Protections for Whistleblowers 23 Commodity Exchange Act 23 Notes 25 Chapter 2: The Remarkable Story of Cheryl Eckard and the $96 Million Bounty under the False Claims Act 27 Who Is Cheryl Eckard? 27 Eckard's Post-termination Activities 28 Eckard's Superiors 29 Background Allegations 30 Alleged Violations 31 Timeline of Eckard's Alleged Activities 33 The Lessons of Glaxo 40 Notes 42 Chapter 3: The Pfi zer Whistleblowers Who Collected Over $100 Million under the False Claims Act 45 John Kopchinski 46 Bextra 47 The Complaint 48 Pfizer Lessons 51 Notes 53 PART II: DISINCENTIVES AND FACTORS MOTIVATING PUBLIC DISCLOSURE Chapter 4: Disincentives to Internal Whistleblowers 57 Financial Disincentives 58 Nonfi nancial Disincentives 59 Contractual Commitments and Fiduciary Duties 60 Ethics Resource Center Survey 61 Reinstatement as a Remedy 62 Empirical Study 65 Notes 67 Chapter 5: Women as Whistleblowers: Factors Motivating Public Whistleblowing 69 Sherron Watkins 69 Cynthia Cooper 71 Coleen Rowley 71 External Reporting by Internal Whistleblowers 72 Whistleblower Anonymity 74 Notes 74 PART III: ORGANIZATIONAL BEST PRACTICES Chapter 6: Why Should Organizations Adopt a Robust Whistleblower System? 79 Diminishment of Shareholder Wealth 80 Boards of Directors 81 We Were Duped! 82 Executive Whistleblowers 84 Why Independent Directors Cannot Rely Solely on Independent or Internal Auditors 86 Legal Standard 89 Caremark 90 Recommended Strategy 91 Criminal Liability of an Organization 92 Responsible Corporate Officer Doctrine 93 The Acme Markets Case 94 The U.S. Department of Justice Criminal Guidelines 96 The Disadvantages of a Robust Whistleblower System 97 Notes 98 Chapter 7: Establishing a Robust Whistleblower System 103 Problems with the Current Whistleblower System 104 Initial Steps 107 Elements of a Robust Whistleblower Policy 108 Independent Directors Must Be in Charge 109 The Whistleblower Program Must Be Independently Administered 111 Whistleblower Complaints Should be Investigated by Independent Counsel Reporting Directly to the Independent Directors 113 There Should Be No Presumption that Anonymous Complaints Are Less Deserving of Investigation 117 Motivations and Personality of the Whistleblower Are Not Relevant to the Truth of the Allegations 118 Absolute Protection of Whistleblowers' Identity Is Essential 119 Assess the Effectiveness of Hotlines and Provide Employee Compliance Training 123 Independent Counsel Should Report the Status and Results of the Investigation 124 Internal Whistleblowers Should Receive Meaningful Monetary Rewards 125 The Whistleblower Policy Must Be Communicated Effectively 127 There Should Be Milder Sanctions for Whistleblowers Involved in Illegal Group Activity 130 Retaliation Claims Should Be Independently Investigated 131 The Director of Corporate Compliance Should Become the Eyes and Ears of the Independent Directors 132 Major Dos and Don'ts for CEOs 134 Notes 135 PART IV: STATUTORY INCENTIVES AND SEC AWARD REGULATIONS Chapter 8: The False Claims Act: Qui Tam Cases 141 What Is a False Claim? 142 False Claims Act Bounties 144 U.S. Department of Justice Memorandum 146 Statute of Limitations 149 Notes 150 Chapter 9: IRS Whistleblowers 153 Section 7623(b): Mandatory Whistleblower Awards 155
Autorenporträt
Inhaltsangabe"It becomes clearer than ever before that rules and regulations relating to whistleblowing are changing, becoming ever-pervasive and affecting a multitude of industries. Step by step, as a wise and learned guide, Mr. Lipman takes us through the legislation and institutional frameworks allowing whistleblowers a voice. I encourage you to begin this journey into whistleblowing law. From stories of outstanding whistleblowers, analysis of the Dodd-Frank reforms, and other whistleblowing statutes including those relating to the IRS, to best practices in dealing with whistleblowers, to providing whistleblowers with appropriate forms to submit information to the SEC, Fred Lipman leaves no stone unturned in his A-to-Z account of whistleblower law in the United States." -From the Foreword by Dr. Gaytri D. Kachroo, Esq., Contributor to No One Would Listen by Harry Markopolos A timely and much-needed resource guiding businesses in managing their whistleblower policies in light of the new Dodd-Frank Act provisions, Whistleblowers: Incentives, Disincentives, and Protection Strategies shines a light on a topic that, until now, has been the pink elephant in the corporate boardroom. Critically examining current deterrents to whistleblowing, author Frederick Lipman reviews academic studies of whistleblowers and offers best practices for working with them. Whistleblowers provides you--whether you are a board member, C-suite executive, corporate compliance officer, attorney for whistleblowers, defense attorney, or even a potential employee whistleblower--with essential business protection strategies, as well as a look at: * The dramatic expansion of whistleblower awards under Dodd-Frank * Highprofile case studies, including the remarkable story of Cheryl Eckard andthe $96 million bounty under the False Claims Act * Disincentives to internal whistleblowers * Women as whistleblowers: Sherron Watkins, Cynthia Cooper, Coleen Rowley * Why your organization must adopt a robust whistleblower system It's the tone set at the top of an organization that impacts its corporate culture. Unfortunately, too often senior management and boards in public and private companies insulate themselves from information, to their own detriment. Sending a powerful message to U.S. corporations to seriously overhaul their compliance measures, Whistleblowers is a necessary guide, serving as a beacon for whistleblowers and their managers in presenting complaints--and staying the course.
