The SEC's Part 205.3(d)(2) and Wadler v. Bio-Rad Labs. Should Be Revisited: The SEC Exceeded Authority in Creating a Reporting Out Provision for In-House Attorneys

Authors

Briana Sheridan, Benjamin N. Cardozo School of Law

Abstract

This Note proceeds in three parts. Part I introduces relevant statutory law. Part I discusses federal law, notably Section 307 of the Sarbanes-Oxley Act and the SEC's Part 205.3(d)(2), as well as the American Bar Association (ABA) Model Rules and conflicting state law. Part II first examines case law involving the preemption of state ethics laws, including Wadler v. Bio-Rad Laboratories, which concluded broadly that Part 205 preempts California law.23 Part II then examines the doctrine of federal preemption, which is followed by a preemption analysis of Part 205.3(d)(2). Part III recommends that Part 205.3(d)(2) should be revisited, as the SEC did not act within its statutorily authorized power in promulgating the rule.

Disciplines

Banking and Finance Law | Constitutional Law | Labor and Employment Law | Law | Legal Profession | Securities Law

Recommended Citation

Briana Sheridan, The SEC's Part 205.3(d)(2) and Wadler v. Bio-Rad Labs. Should Be Revisited: The SEC Exceeded Authority in Creating a Reporting Out Provision for In-House Attorneys, 40 Cardozo L. Rev. 2445 (2019).
Available at: https://larc.cardozo.yu.edu/clr/vol40/iss5/9