Corporate Law

Corporate- Board Members and Whistleblowers

As business leaders continue to attempt to comply with and interpret certain portions of the Sarbanes-Oxley Act of 2002 (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), recent decisions shed light in the ever-changing landscape of corporate governance.  Specifically, with respect to board members and whistleblowers, a California court, in Wadler v. Bio-Rad Labs, Inc., 2015 WL 6438670 (N.D. Cal. Oct. 23, 2015), held that corporate directors, including board members, could be liable for retaliation against whistleblowers under both SOX and Dodd-Frank.  The court held that board members and executives could be held personally liable as “agents” of the company.  There are some ambiguities and complexities that will require further resolution, but the court’s holding is important for all companies and corporations.