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Paul O’Brien has unintentionally become a poster boy for some of the hottest topics currently bedeviling in-house lawyers. What should a general counsel do if he learns about possible wrong�doing at his company? What are his options if he reports the fraud, but no one responds? What recourse does he have if he quits his post? And if he sues the company, can he reveal privileged information to make his case? O’Brien, the former general counsel at Connecticut-based Stolt-Nielsen Transportation Group Ltd. (SNTG), recently became familiar with these questions. The 45-year-old lawyer said that in February 2002 he told his superiors about possible criminal activity at SNTG, a global chemical-shipping firm. But after the company did nothing, O’Brien said he felt he couldn’t stay on the job for ethical reasons. Soon after, he filed a wrongful termination suit against the company. In June, a Connecticut state judge declined O’Brien’s request for a pretrial ruling that would allow him to reveal confidential client information to make his case. Judge Taggart Adams wrote that it was too early to decide the issue. However, he gave O’Brien two other significant victories. The judge rejected SNTG’s motion to dismiss O’Brien’s complaint in June, and, in August, rebuffed a company motion to halt discovery. In his June ruling, Adams wrote that there was no basis “for denying an employee-attorney the right available to other employees to sue for wrongful discharge when the suit is premised on protecting a well-defined public interest.” DISCOVERY PROCEEDING Heartened by the judge’s ruling, O’Brien said, “The discovery is going forward, and I believe the trial will too.” SNTG declined repeated requests for comment about the suit. But in an amended annual report filed with the Securities and Exchange Commission in June, the company said, “We intend to vigorously defend ourselves against [O'Brien's] lawsuit.” But O’Brien’s case isn’t all SNTG has to worry about. Prosecutors in the U.S. Attorney’s Office in Philadelphia called the ex-GC to testify before a federal grand jury in late September. The feds are looking into allegations that SNTG fixed prices with a competitor and engaged in prohibited trade with Iran. Prosecutors declined to talk about their probe. But, according to sources familiar with the case, the government wants to hear O’Brien’s testimony so that it can decide whether to continue granting SNTG immunity from prosecution. The feds have already revoked that protection for former SNTG managing director Richard Wingfield. In a complaint filed in June, the government charges that Wingfield “[conspired] to suppress and eliminate competition by allocating customers, fixing prices and rigging bids for parcel tanker shipping.” Wingfield has since been suspended by SNTG. He has yet to enter a plea, according to his attorney, Allen Black of Philadelphia’s Fine, Kaplan & Black. SNTG declined to comment about the federal probe. But in its June SEC filing the company noted, “We are the subject of investigations by U.S. and European antitrust authorities for which we have been granted conditional immunity. We may suffer fines and other penalties if we cannot satisfy the conditions of our immunity or if other regulators bring legal proceedings against us.” SNTG’s problems go back a few years. According to his complaint, O’Brien told unspecified superiors about suspected wrongdoing at the company, but they failed to respond. (In an interview, he said that he reported to Wingfield.) The GC resigned in March 2002 because he would have been “criminally liable,” he said, if he had stayed on the job. Filed in June 2002, O’Brien’s suit contains one count of wrongful discharge and one count of breach of contract. The ex-GC, who said he earned a base salary of $210,000, is seeking compensatory damages for past and future lost pay, as well as unspecified punitive damages. O’Brien’s complaint also includes a third count — of tortious interference against Samuel Cooperman, the company’s former chairman. O’Brien claims that Cooperman “caused SNTG to refuse to investigate or cease its ongoing illegal conduct in order to prevent exposure of his own wrongdoing and his potential criminal prosecution.” Stolt-Nielsen S.A., the London-based parent company of SNTG, has since replaced Cooperman as head of its American subsidiary, but he remains employed by the company. Cooperman’s attorney declined to comment.

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