|Jottings By An Employer's Lawyer|
Friday, February 10, 2006
Sarbanes Oxley - The Reach?
provide information ... regarding any conduct which the employee reasonably believes constitutes a violation of section 1341 [mail fraud], 1343 [wire fraud], 1344 [bank fraud], or 1348 [securities fraud], any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders.What does that statutory gobbledy-gook mean? The answer provided by Law Professor Robert Vaughn of American University as quoted in the article, "The basic principle is this: Is the information something that investors and shareholders should know about?". If Professor Vaughn is right and his standard is interpreted expansively, it could bring any complaint about any practice of material size within the protective fold of Sarbanes Oxley.
OSHA, the agency charged with the enforcement of the whistleblowing provisions of Sarbanes Oxley, thought Livingston's complaints were not protected. But the District Court for the Middle District of North Carolina gets to make its own determination and has scheduled a hearing next Monday on Wyeth's motion for summary judgment. If you are keenly interested and would like to see the Motion and Response, you are out of luck since they were filed under seal. In my experience, a move almost certain to engender more interest and attention than anything you could possibly do.
Bet that as it may, once the Court issues its hopefully not sealed ruling on the Motion, we will have taken another small step along the way of finding out just how big Sarbanes Oxley will be.