Ross Trela, general counsel at LDC Cloud Systems $($LDC or the company$)$ felt increasingly

uncomfortable with what he was hearing at the hastily scheduled board meeting. Six

months earlier, a whistleblower called LDC$$s hotline to report a possible bribery allegation

coming out of LDC$$s subsidiary business unit in Asia. Trela assigned Beverly Sheel, one

of the attorneys on his staff, to investigate. During the course of her investigation, Sheel

uncovered an email unrelated to the bribery allegation. The email indicated that accounting

irregularities may have occurred at the publicly traded company, and the quarterly historical

financial statements LDC had previously filed may have been misstated. While the email had

been discovered three months ago, its potential importance was not initially understood,

and it had only recently been brought to the attention of LDC$$s board of directors $($the

board$).$ Trela was concerned that there seemed to be disagreement amongst board

members regarding what the company should do$.$ He was also concerned that LDC needed

to file its quarterly financial statements in two days