Overcoming Noneconomic Barriers to Loyal Disclosure

摘要

In 2003, following high-profile corporate scandals and heated public debate, the Securities and Exchange Commission (SEC) and the American Bar Association (ABA) adopted "loyal disclosure" rules. These rules permit attorneys to reveal confidential information to protect an entity client from the illegal conduct of its own constituents. Attorney discussion of how these rules will be utilized in practice centers around three concerns: (1) attorneys assume disclosure will always cause more harm than good for the entity client, (2) attorneys believe they cannot or should not determine that their own client's conduct is illegal, and (3) attorneys doubt that there is a person or entity to whom disclosure can be made to protect the client.