TheCorporateCounsel.net

I warned last month that the SEC is going after companies for allegedly sub-par whistleblower carveouts in NDAs and various other agreements, which violates Exchange Act Rule 21F-17. The spate of enforcement actions has prompted companies to revisit their forms of agreement or even undertake an internal compliance audit. This Troutman Pepper memo gives the “Top 10” tips for getting your existing & future agreements and policies into compliance:

1. Carveout for Government Agency Contact

2. Allow Voluntary Disclosure

3. Broadly Construe the Information Disclosable

4. No Representation As to Prior Reporting

5. Do Not Limit Monetary Awards

6. No Reporting Penalties

7. Take a Holistic Approach

8. Ensure Internal Consistency

9. Ensure Organization-wide Consistency

10. Consider Third Party Agreements

Check out the memo for more color on each of these steps.

– Liz Dunshee