Whistleblowers - Incentives, Disincentives, and Protection Strategies

Informationen zum Autor FREDERICK D. LIPMAN is a partner with the international law firm of Blank Rome LLP and is also the president of the Association of Audit Committee Members, Inc. He has more than fifty years of experience in the areas of corporate governance, mergers and acquisitions, private equity, and IPOs. He has appeared on CNBC, CNN, Bloomberg, and Chinese television as a national commentator on business topics and has been quoted in the Wall Street Journal, the New York Times, USA Today, Forbes, and other business publications. Klappentext Solid guidance for managing whistleblower policies in light of the new Dodd-Frank Act provisionsIn July 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act that greatly expanded whistleblower bounties in connection with violations of federal securities laws, including the Foreign Corrupt Practices Act. Discussing business protection strategies and best practices in dealing with whistleblowers, Whistleblowers will appeal to board members, executives, corporate compliance personnel, attorneys for whistleblowers and defense attorneys, as well as potential employee whistleblowers.* Case studies of GlaxoSmithKline, Pfizer and other high profile whistleblower incidences* Examines new Dodd-Frank incentives to whistleblowers* Recommends best practices for corporations in light of new whistleblowing incentives* Explores other federal and state statutory incentives to whistleblowingTimely and comprehensive, Whistleblowers emphasizes the disincentives to whistleblowing, reviewing the academic studies of whistleblowers with the idea of developing best practices in working with whistleblowers. Zusammenfassung Provides guidance for managing whistleblower policies in light of the Dodd-Frank Act provisions. This title: includes case studies of GlaxoSmithKline, Pfizer and other high profile whistleblower incidences; examines new Dodd-Frank incentives to whistleblowers; and, more. Inhaltsverzeichnis Foreword 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 10b-5: 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: ORG...

List of contents

Foreword 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 10b-5: 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 Rewa

Product details

• Authors: Lipman, Fd Lipman, Frederick D Lipman, Frederick D. Lipman, LIPMAN FREDERICK D, Lipman Frederick D.
• Publisher: Wiley, John and Sons Ltd
• Languages: English
• Product format: Hardback
• Released: 30.12.2011
• EAN: 9781118094037
• ISBN: 978-1-118-09403-7
• No. of pages: 288
• Series: Wiley Corporate F&A; Wiley Corporate F&A
• Subjects: Social sciences, law, business > Business > Management; Risikomanagement, Business & management, Wirtschaft u. Management, Risiko-, Notfall- u. Krisenmanagement, Risk, Contingency & Crisis Management