(115) Unlike the reporting up and out procedure, a report to the QLCC
(115.) The QLCC has to be created by the board of directors of the
There is no legal requirement to adopt a QLCC. But, if the issuer has created a QLCC, Rule 205 allows an attorney to fully comply with the legal obligations of Sarbanes-Oxley by reporting the evidence to the issuer's QLCC, rather than reporting to the CLO.
In the event evidence of misconduct is reported directly to the CLO, the SEC rules allow the CLO to satisfy his or her obligations by referring the report to the QLCC. (45) The QLCC would then "be responsible for responding to the evidence of a material violation reported to it under [the Rule]." (46) After informing the reporting attorney that the matter has been referred to the QLCC, the CLO is relieved of conducting the inquiry into the alleged misconduct as well as assessing the appropriateness of the issuer's response to the allegation.(47) Once the CLO refers the report to the QLCC, the responsibility of recommending an appropriate response rests with the QLCC.
Annual Meeting: Historically, the QLCC has presented nationally recognized authorities on quality of life issues at the Bar's annual meeting.
At the 2006 annual meeting, the QLCC will sponsor a seminar addressing the effect of long-term and catastrophic illness on the lawyer's practice.
In whatever form, the rules require the QLCC
to adopt written procedures
Rule 205 also provides an alternative mechanism by which attorneys can fulfill their reporting obligations: the qualified legal compliance committee (QLCC
must consist of independent directors (including at least one audit committee member) and have both the authority and the responsibility to (1) conduct internal investigations, (2) retain outside counsel and other experts, (3) recommend appropriate responses, and (4) take other appropriate action, including notifying the SEC if the company fails to implement an appropriate response recommended by the QLCC
(120) Alternatively, if the company has established a qualified legal compliance committee (QLCC
), (121) the attorney may simply report the evidence to the QLCC
As proposed, if an attorney raises her concerns with the QLCC
, she has satisfied all her obligations under the rules and is freed from the noisy withdrawal requirement.
Historically the QLCC
has presented nationally recognized authorities on quality of life issues at the Bar's Annual Meeting.