William R. McLucas and Laura Wertheimer
Abstract:
In today’s climate, a company’s failure to act promptly and properly in response to a government inquiry, to allegations raised by a whistleblower or a union, or to a story being written by a reputable reporter, can lead to severe negative consequences for that company. This paper focuses on the importance of, and key factors for, developing a framework to respond to such inquiries, including considerations that should guide the fact-finding process and development of a remedial plan. Effective corporate governance and appropriate planning can be determina tive factors between a corporate crisis and a well-managed problem with an acceptable outcome.
Keywords:
corporate crisis, government inquiry, internal investigation, independent inquiry, compliance and risk management, corporate governance, Securities and Exchange Commission (SEC)
Bill McLucas is chair of the Securities Department at WilmerHale, where his practice focuses on securities enforcement, regulation and litigation matters. In 1977, Bill joined the Securities and Exchange Commission’s Division of Enforcement, serving as Director of Enforcement from 1989 until 1998. His practice includes advising public com panies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. Chambers describes him as ‘the preeminent SEC enforcement lawyer in the country’. He has led numerous audit committee and special committee inquiries, including representation of the special committees of UnitedHealth Group, Nortel Networks, Enron and WorldCom.
Laura Wertheimer is a Partner in WilmerHale’s Securities Department, and a member of the Securities Litigation and Enforcement Practice Group. She frequently counsels issuers, boards of directors, and board committees on disclosure, insider trading and other securities law issues, fiduciary duties and corporate governance, and in connection with confidential internal and governmental investigations and cross-border regulatory proceedings. She has also represented a wide range of clients in federal and state jury trials nationwide, and developed and implemented litigation strategies for clients facing potential exposure to multi-milliondollar liabilities in high-profile, complex civil proceedings.