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Every lawyer that represents a U.S. public company will at some point in that lawyer’s career get an anxiety-filled call from a client (very often late in the day on a Friday), with the unwelcome news of misconduct on the part of some employee, director or officer of the company. Such misconduct can involve serious accounting improprieties, disclosure failures, criminal or civil actions involving the company and/or management, scandalous personal indiscretions, threatened disciplinary actions, fraud, false statements, or omissions, bribery or forgery. Whether or not such matters directly involve the company, the two most critical questions that will be raised will be what must be disclosed with respect to the matter and when must the matter be disclosed. The following checklist is intended to highlight certain guideposts that are important to consider while analyzing these questions.

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