The following is not meant to be legal advice.
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If an officer insisted on doing something wrong, an attorney can take the issue to the board of directors. If the board persists with the issue, the attorney can resign. The attorney has confidentiality duties so the attorney may not be allowed to report the potential violations to anyone outside the corporation.
An outside attorney represents the corporation, not the in house attorney, but the in house attorney may use the outside attorney to assist in discussing an ethics issue with the board of directors. This would take the stress off of the in house attorney in terms of relationship building with officers and directors. For example, when dealing with an officer who cheats on expense reports such as the termination of the CEO at Atmel. If a CEO is doing something in violation of a code of conduct, the in house attorney may also report the unethical behavior to the company’s audit committee. A CEO should not be treated differently from other people at a company who violate the code of conduct. The CEO should be confronted and asked straight out if he/she violated a code of conduct. The officer should be asked for an explanation before disciplinary actions are taken. This request for a reason is to see if the explanation involves something material or inadvertent.
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