---
kind: "section"
citation: "15 U.S.C. § 7245"
title: "15"
title_heading: "Commerce and Trade"
number: "7245"
heading: "Rules of professional responsibility for attorneys"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/7245"
units:
  - "Chapter 98 — Public Company Accounting Reform and Corporate Responsibility"
  - "Subchapter III — Corporate Responsibility"
---

# §7245. Rules of professional responsibility for attorneys


Not later than 180 days after July 30, 2002, the [Commission](/usc/15/7201.md?p=6) shall issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the [Commission](/usc/15/7201.md?p=6) in any way in the representation of [issuers](/usc/15/7201.md?p=7), including a rule—

- (1) requiring an attorney to report evidence of a material violation of [securities](/usc/15/7201.md?p=14) law or breach of fiduciary duty or similar violation by the company or any agent thereof, to the chief legal counsel or the chief executive officer of the company (or the equivalent thereof); and
- (2) if the counsel or officer does not appropriately respond to the evidence (adopting, as necessary, appropriate remedial measures or sanctions with respect to the violation), requiring the attorney to report the evidence to the [audit committee](/usc/15/7201.md?p=3) of the [board](/usc/15/7201.md?p=5) of directors of the [issuer](/usc/15/7201.md?p=7) or to another committee of the [board](/usc/15/7201.md?p=5) of directors comprised solely of directors not employed directly or indirectly by the [issuer](/usc/15/7201.md?p=7), or to the [board](/usc/15/7201.md?p=5) of directors.

## Source credit

(Pub. L. 107–204, title III, § 307, July 30, 2002, 116 Stat. 784.)