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Recently, the US Securities and Exchange Commission (SEC) adopted final rules for the expanded whistleblower program established by the Dodd‐Frank Wall Street Reform and Consumer Protection Act. The rules raise challenging issues, perhaps the most significant being their impact on existing compliance and corporate governance procedures. This paper seeks to examine this issue.

The paper analyzes the final rules and their impact on public companies.

Publicly listed entities have cause for concern that their existing compliance programs may be bypassed by whistleblowers who now have strong incentives to place personal interests ahead of loyalties to employers.

Companies need to improve their compliance programs to limit the potential hazards.

The proffered “steps to potentially minimize Dodd‐Frank whistleblowers” can help publicly traded companies – and particularly multinational enterprises subject to the Foreign Corrupt Practices Act – to avoid the significant risks that Dodd‐Frank presents to them.

The purpose of this paper is to summarize and analyze SEC guidance to companies and issuers of securities on the use of company web sites to disclose information to investors, as published in an interpretive release, Release 34‐58288, Commission Guidance on the Use of Company Web Sites.

The Release provides guidance to public companies posting information on their web sites, including: when information posted on their web site is considered “public” for purposes of the “fair disclosure” requirements of Regulation FD; the application of the antifraud provisions of the federal securities laws to information posted on company web sites; the types of controls and procedures advisable with respect to posting information; and the appropriate format of the information presented on the web site.

While the Release sanctions web site‐only disclosures in some cases, companies should continue to file particularly important or time‐sensitive information with the SEC and also issue a press release. To avoid liability for “republishing” historical information, companies should organize their web sites so that previously posted statements and materials are separately located and identified. Companies should make the context of hyperlinked information clear; a company will not be shielded from antifraud liability for hyperlinking information it knows, or is reckless in not knowing, to be materially false or misleading. To avoid liability, companies should clearly identify summary information as such and alert readers to the location of more detailed disclosure. If a company chooses to post certain information such as non‐GAAP financial measures, committee charters, and amendments to codes of ethics on its web site in lieu of filing it with the SEC, that information should be subject to the same disclosure controls and procedures that apply to information filed with the SEC. Acknowledging that information on company web sites is becoming increasingly interactive and not static, the SEC will not require information appearing on company web sites to satisfy printer‐friendly standards unless already specifically required by SEC rules.

In view of the principles suggested in the SEC's guidance, each issuer should carefully review its disclosure policy and web site.

The paper offers practical guidance by experienced securities lawyers

Government and IT ‐ In spite of all the lip service paid by Government to making a business of information and encouraging increases in the amount of information available online, the Department of Trade is still indulging in foot dragging about online access to tradenames. Since 1979, tradenames have been held on computer and I was told in that year (NLW, November 1979) by the Department of Trade that an index to tradenames would be produced shortly and sold to libraries and others on COM‐fiche. Now two computer indexes are poised for the public market, but it seems the Department of Trade is once again playing a will we? won't we? game, because if the Department went online, the others might not bother. The first independent computer data base is with Datema Limited who have carried out very successful field trials with Laurence Tagg in Newcastle‐upon‐Tyne Business Library, as well as at Sheffield and the Science Reference Library; the second data base is with Compu‐Mark (UK) Limited in London.