Службовий етикет юриста

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17. When and if you get employed by a foreign company you will have to sign a Contract of Employment which may include a clause on confidential information. Read an example of such a clause very carefully.

(6) CONFIDENTIAL INFORMATION AND DATA

6.1. During an Employee’s term of office as stipulated in the present agreement and hereinafter, he or she must not: (1) divulge or consciously permit an outside party access to the Company’s Commercial secret and any other information relevant to the Company’s activities and financial circumstances (bargains, operations or deeds of the Company, the Company’s know-how or the Company’s secret technologies) which pertain to all items, products and services provided by the Company (the “Confidential Information”); (2) to utilize or attempt to utilize, in any manner, the said Commercial Information in his or her own interests, which may or may not be detrimental to the Company or its activities, directly or indirectly lead to damages (except in the instances which are connected with the performance of his or her usual routine duties, or when it is done as required by law).

6.2. In the event of the Employee’s dismissal for any reason, the Employee must immediately hand over to the Company all memoranda, tape-recordings, diskettes, films, photographs, layouts, brochures and notes in any form of record referring to any aspect of the Company’s activities. The Employee must not retain copies of these documents since all such materials are considered exclusively as the Company’s property.

6.3. In accordance with paragraph 139.2 of the Civil Code, the Employee must compensate the Company for all damages (including loss of profit) resulting from the non-fulfillment of his or her obligations which are stipulated in paragraph 6.

18. Answer the questions given in the following situation.

You work for Midland Bank, which has branches around the world. The department you are with deals with the stock exchange. Not long ago the bank bought $10 million worth of shares of ‘Standard Software’, a company producing computers. You visited the ‘Standard Software’s head office several times and made friends with Lucy Stark, a secretary of the company’s chief executive officer R. Greenwood, who is considered to be the basic brainpower of the company.

This afternoon you phoned Lucy to invite her to go out tonight and she told you she could leave early because Mr Greenwood had fallen ill.

1) Is this inside information?

You meet Lucy at a café and she starts telling you that she’s greatly worried about Mr Greenwood’s health. After lunch today he asked Lucy to call an ambulance. When it arrived he complained of pains in his left shoulder and chest and was perspiring profusely. The ambulance took Mr Greenwood to hospital, but the employees were told it was not very serious. Lucy, however, knows Mr Greenwood’s family has a history of heart trouble and that both his parents died of heart attacks.

2) Has the nature of the information changed?

3) Did Lucy have a right to give you this information?

It’s common knowledge that ‘Standard Software’ is so successful mainly thanks to Mr Greenwood’s talent. Under the circumstances the shares of the company are sure to go down because of his health problems.

4) Must you report the information to your superiors?

You are aware that if you reveal the information you will most certainly get Lucy into trouble.

5) Can you report the information without implicating Lucy?

You decide to keep the secret because it would be an unfriendly step to set up Lucy. However, you have a problem. Practically all analysts at your bank considered ‘Standard Software’ shares a “good buy”, so you invested all your savings in them. If the shares go down, you’ll lose a lot.

6) Suppose you sell the shares. Will it be insider trading?

You decide to sell the shares quickly hoping Mr Greenwood will soon recover.

You sell them, but the deal attracts attention because just a few days before you discussed the share prices with a co-worker and you both agreed that ‘Standard Software’ was a good investment.

7) Will your colleague remember it?

Unfortunately, Mr Greenwood dies at hospital. The shares of ‘Standard Software’ go down dramatically and your bank loses a lot of money. Your co-worker suspects you knew something when you sold your shares and reports it to your superior. The latter confronts you and makes you tell him the truth.

8) Will you be fired?

You must look for a new job, but your references leave much to be desired. Your only hope of getting a good job is to go to another bank and come up with some bright idea which would be attractive to them. Fortunately, when you were working for Midland Bank, you started thinking about a scheme raising money on the basis of floating exchange rates of currencies in South-East Asian countries.

9) Can you use these ideas outside Midland Bank?

When you were fired you returned all your records and notes to your superior at Midland Bank as your Contract of Employment required. Now you applied to Barkley Bank and suggested your scheme to them. They were greatly interested in the scheme and gave you a job in spite of your poor references. Your scheme is quite successful. Unfortunately, there happened to be a clash of interests between Midland Bank and Barkley Bank. Your former superior remembered that you had mentioned your scheme to him once though he wasn’t interested in it at the time. He also found some notes on it in the papers you had returned.

10) Will there be a law suit against you?

Now your motto in life is: “Keep your mouth shut!”