Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 5 -- Responsibilities of a Subordinate Attorney

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1. An attorney who appears and practices before the Commission in the representation of an issuer on a matter under the supervision or direction of another attorney (other than under the direct supervision or direction of the issuer's chief legal officer (or the equivalent thereof)) is a subordinate attorney.
   
   
2. A subordinate attorney shall comply with this part notwithstanding that the subordinate attorney acted at the direction of or under the supervision of another person.
   
   
3. A subordinate attorney complies with Rule 3 if the subordinate attorney reports to his or her supervising attorney under Rule 3(b) evidence of a material violation of which the subordinate attorney has become aware in appearing and practicing before the Commission.
   
   
4. A subordinate attorney may take the steps permitted or required by Rule 3(b) or (c) if the subordinate attorney reasonably believes that a supervisory attorney to whom he or she has reported evidence of a material violation under Rule 3(b) has failed to comply with Rule 3.
   
   

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