Anne Able is a fifth year associate at Tyrone and Rex, a 1,000-lawyer firm specializing in corporate

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Anne Able is a fifth year associate at Tyrone and Rex, a 1,000-lawyer firm specializing in corporate and securities work. She was assigned to work on an initial public offering of the common stock of Marintech, a company supplying software applications in Internet commerce. Anne became concerned that the draft registration statement did not fully disclose the details of a contract between Marintech and its founder and chief executive officer that entitled the latter, after the date of the IPO, to repurchase certain items of intellectual property from the company at what Able believed was a below-market price. She raised these concerns with the engagement partner at her law firm, who dismissed them on the ground that the contracts were not material. Anne wasn’t satisfied with this explanation and brought the matter to the head of the securities group, who told her he would look into the matter. Anne then rotated off the Marintech engagement and went to work on other matters. The IPO went forward without any change in the language about the CEO’s repurchase rights. Several months later, Anne received her annual review and was informed that her prospects of being promoted to partner were not strong. Anne was very upset at this news since her prior evaluations had adopted a more positive tone. She comes to see you in your capacity as an employment law attorney at another firm, and asks about her rights. What would you advise regarding her prospects for a lawsuit under §806 of the Sarbanes-Oxley Act?

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