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More information from http://www.researchandmarkets.com/reports/2216069/
Whistleblowers. Incentives, Disincentives, and Protection Strategies. Wiley
Corporate F&A
Description: Solid guidance for managing whistleblower policies in light of the new Dodd-Frank Act provisions
In 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 whistleblowing
Timely 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.
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 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
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
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 Reduction of Award Percentage 156
Section 7623(a): Discretionary Awards 157 Form 211 158
IRS Whistleblowers Awards 159 IRS Award Determinations 160
Award Administrative Proceedings 162 Appeal to Tax Court 164
Duration of Process and Award Payment 164 Confi dentiality of Whistleblower 165 Right to Counsel 165
IRS Contracts 165
Disqualifi cation of U.S. Treasury Department Federal Employees 166 Notes 167
Chapter 10: Other Statutory Incentives and Protections for Whistleblowers 169 Act to Prevent Pollution from Ships 169
False Patent Marking Statute 170 U.S. Tariff Act of 1930 172 State False Claims Statutes 173 Whistleblower Protections 179 Barker v. UBS 180
Other Statutory Whistleblower Protections 185 Notes 186
Chapter 11: A Step-by-Step Guide to SEC Whistleblowers Awards under Dodd-Frank 189 Summary 190
SEC Investor Protection Fund 194
Does the Whistleblower Need an Attorney? 195 Step-by-Step Guide 196
Determining Whether the Over $1 Million Threshold Is 202 Satisfied Determining the Amount of an Award 202
Must an Employee Comply with the Company’s Internal Compliance Program? 204 Confidentiality 205
Nonwaiver of Whistleblower Rights 205 Appeals 205
Anti-retaliation Provision 206 Notes 206
Appendix 1: IRS Form 211 207
Appendix 2: SEC Form TCR: Tip, Complaint or Referral 211
Appendix 3: SEC Form WB-APP: Application for Award for Original Information Submitted Pursuant to Section 21F of the Securities Exchange Act of 1934 229
Appendix 4: SEC Whistleblower Rules 239 About the Author 265
Index
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