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Whistleblowers Incentives, Disincentives, and Protection Strategies

by: Lipman, Frederick D.

Whistleblowers Incentives, Disincentives, and Protection Strategies

by: Lipman, Frederick D.

ISBN 13:
9781118094037
ISBN 10:
1118094034
Edition: 1st
Format: Hardcover
Copyright: 12/06/2011
Publisher: Wiley

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Summary

The book will discuss business protection strategies and best practices in dealing with whistleblowers, as well as the GlaxoSmithKline, Pfizer and other high profile whistleblower cases. The book is expected to appeal to Board members, C-Suite executives, corporate compliance personnel, attorneys for whistleblowers and defense attorneys as well as all potential employee whistleblowers. The book emphasizes the disincentives to whistleblowing, and will review the academic studies of whistleblowers with the idea of developing best practices to deal with whistleblowers: Introduction. 1. Dodd-Frank Incentives to Whistleblowers 2. The Remarkable Story of Cheryl Eckard and the $96 Million Bounty 3.The Pfizer Over $100 Million Bounty Collectors 4.Other Statutory Incentives to Whistleblowing 5.Disincentives to Whistleblowers and Academic Studies of Whistleblowers 6.Best Practices in Complying with the U. S. Department of Justice Guidelines 7.Best Practices for CEOs in Dealing with Whistleblowers 8.Best Practices for Conducting Whistleblower Investigations 9.The New SEC Whistleblower Rules 10.Qui Tam Actions and Their Defense

Acknowledgments	p. xv
Introduction	p. 1
The Whistleblowers and the Dodd-Frank Incentives
The Dramatic Expansion of Whistleblower Awards under Dodd-Frank	p. 11
Whistleblower Provisions of Dodd-Frank	p. 13
What Is "Original Information"?	p. 14
What Are Violations of the Federal Securities Laws?	p. 15
Rule 10b-5: Market Manipulation	p. 19
Violating the Accounting Standards	p. 20
False Financial Statements by Public Companies	p. 20
Other Securities Laws	p. 22
Protections for Whistleblowers	p. 23
Commodity Exchange Act	p. 23
Notes	p. 25
The Remarkable Story of Cheryl Eckard and the $96 Million Bounty under the False Claims Act	p. 27
Who Is Cheryl Eckard?	p. 27
Eckard's Post-termination Activities	p. 28
Eckard's Superiors	p. 29
Background Allegations	p. 30
Alleged Violations	p. 31
Timeline of Eckard's Alleged Activities	p. 33
The Lessons of Glaxo	p. 40
Notes	p. 42
The Pfizer Whistleblowers Who Collected Over $100 Million under the False Claims Act	p. 45
John Kopchinski	p. 46
Bextra	p. 47
The Complaint	p. 48
Pfizer Lessons	p. 51
Notes	p. 53
Disincentives and Factors Motivating Public Disclosure
Disincentives to Internal Whistleblowers	p. 57
Financial Disincentives	p. 58
Nonfinancial Disincentives	p. 59
Contractual Commitments and Fiduciary Duties	p. 60
Ethics Resource Center Survey	p. 61
Reinstatement as a Remedy	p. 62
Empirical Study	p. 65
Notes	p. 67
Women as Whistleblowers: Factors Motivating Public Whistleblowing	p. 69
Sherron Watkins	p. 69
Cynthia Cooper	p. 71
Coleen Rowley	p. 71
External Reporting by Internal Whistleblowers	p. 72
Whistleblower Anonymity	p. 74
Notes	p. 74
Organizational Best Practices
Why Should Organizations Adopt a Robust Whistleblower System?	p. 79
Diminishment of Shareholder Wealth	p. 80
Boards of Directors	p. 81
We Were Duped!	p. 82
Executive Whistleblowers	p. 84
Why Independent Directors Cannot Rely Solely on Independent or Internal Auditors	p. 86
Legal Standard	p. 89
Caremark	p. 90
Recommended Strategy	p. 91
Criminal Liability of an Organization	p. 92
Responsible Corporate Officer Doctrine	p. 93
The Acme Markets Case	p. 94
The U.S. Department of Justice Criminal Guidelines	p. 96
The Disadvantages of a Robust Whistleblower System	p. 97
Notes	p. 98
Establishing a Robust Whistleblower System	p. 103
Problems with the Current Whistleblower System	p. 104
Initial Steps	p. 107
Elements of a Robust Whistleblower Policy	p. 108
Independent Directors Must Be in Charge	p. 109
The Whistleblower Program Must Be Independently Administered	p. 111
Whistleblower Complaints Should be Investigated by Independent Counsel Reporting Directly to the Independent Directors	p. 113
There Should Be No Presumption that Anonymous Complaints Are Less Deserving of Investigation	p. 117
Motivations and Personality of the Whistleblower Are Not Relevant to the Truth of the Allegations	p. 118
Absolute Protection of Whistleblowers' Identity Is Essential	p. 119
Assess the Effectiveness of Hotlines and Provide Employee Compliance Training	p. 123
Independent Counsel Should Report the Status and Results of the Investigation	p. 124
Internal Whistleblowers Should Receive Meaningful Monetary Rewards	p. 125
The Whistleblower Policy Must Be Communicated Effectively	p. 127
There Should Be Milder Sanctions for Whistleblowers Involved in Illegal Group Activity	p. 130
Retaliation Claims Should Be Independently Investigated	p. 131
The Director of Corporate Compliance Should Become the Eyes and Ears of the Independent Directors	p. 132
Major Dos and Don'ts for CEOs	p. 134
Notes	p. 135
Statutory Incentives and Sec Award Regulations
The False Claims Act: Qui Tarn Cases	p. 141
What Is a False Claim?	p. 142
False Claims Act Bounties	p. 144
U.S. Department of Justice Memorandum	p. 146
Statute of Limitations	p. 149
Notes	p. 150
IRS Whistleblowers	p. 153
Section 7623(b): Mandatory Whistleblower Awards	p. 155
Reduction of Award Percentage	p. 156
Section 7623(a): Discretionary Awards	p. 157
Form 211	p. 158
IRS Whistleblowers Awards	p. 159
IRS Award Determinations	p. 160
Award Administrative Proceedings	p. 162
Appeal to Tax Court	p. 164
Duration of Process and Award Payment	p. 164
Confidentiality of Whistleblower	p. 165
Right to Counsel	p. 165
IRS Contracts	p. 165
Disqualification of U.S. Treasury Department Federal Employees	p. 166
Notes	p. 167
Other Statutory Incentives and Protections for Whistleblowers	p. 169
Act to Prevent Pollution from Ships	p. 169
False Patent Marking Statute	p. 170
U.S. Tariff Act of 1930	p. 172
State False Claims Statutes	p. 173
Whistleblower Protections	p. 179
Barker v. UBS	p. 180
Other Statutory Whistleblower Protections	p. 185
Notes	p. 186
A Step-by-Step Guide to SEC Whistleblowers Awards under Dodd-Frank	p. 189
Summary	p. 190
SEC Investor Protection Fund	p. 194
Does the Whistleblower Need an Attorney?	p. 195
Step-by-Step Guide	p. 196
Determining Whether the Over $1 Million Threshold Is	p. 202
Satisfied Determining the Amount of an Award	p. 202
Must an Employee Comply with the Company's Internal Compliance Program?	p. 204
Confidentiality	p. 205
Nonwaiver of Whistleblower Rights	p. 205
Appeals	p. 205
Anti-retaliation Provision	p. 206
Notes	p. 206
IRS Form 211	p. 207
SEC Form TCR: Tip, Complaint or Referral	p. 211
SEC Form WB-APP: Application for Award for Original Information Submitted Pursuant to Section 21F of the Securities Exchange Act of 1934	p. 229
SEC Whistleblower Rules	p. 239
About the Author	p. 265
Index	p. 267
Table of Contents provided by Ingram. All Rights Reserved.

Amazon no longer offers textbook rentals. We do!

Whistleblowers Incentives, Disincentives, and Protection Strategies

Whistleblowers Incentives, Disincentives, and Protection Strategies

9781118094037

1118094034

Summary

Author Biography

Table of Contents

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