 to a report that it has been advised by its attorney that he or she may assert a colorable defense on behalf of the issuer in response to the reported evidence "in any investigation or judicial or administrative proceeding," including by asserting a colorable basis that the Commission or other charging party should not prevail.37 The provision would apply only where the defense could be asserted consistent with an attorney's professional obligation. Once again, the attorney opining that he or she may assert a colorable defense must have been retained or directed to evaluate the matter with the consent of the issuer's board of directors, a committee thereunder to whom a report could be made pursuant to Section 205(b)(3), or a qualified legal compliance committee. We noted in our proposing release our intention that the rule not "impair zealous advocacy, which is essential to the Commission's processes."38 The attorney conducting an internal investigation that is contemplated under subparagraph (b)(3) may engage in full and frank exchanges of information with the issuer he or she represents. Moreover, as noted above, subparagraph (b)(3) expressly provides that the assertion of colorable defenses in an investigation or judicial or administrative proceeding is an appropriate response to reported evidence of a material violation. Concerns over a chilling effect on advocacy should thus be allayed. At the same time, by including a requirement that this response be undertaken with the consent of the issuer's board of directors, or an appropriate committee thereof, the revised definition is intended to protect against the possibility that a chief legal officer would avoid further reporting "up-the-ladder" by merely retaining a new attorney to investigate so as to assert a colorable, but perhaps weak, defense. The term "colorable defense" does not encompass all defenses, but rather is intended to incorporate standards governing the positions that an attorney appropriately may take before the tribunal before whom he or she is practicing. For example, in Commission administrative proceedings, existing Rule of Practice 153(b)(1)(ii), 17 CFR 201.153(b)(1)(ii), provides that by signing a filing with the Commission, the attorney certifies that "to the best of his or her knowledge, information, and belief, formed after reasonable inquiry, the filing is well grounded in fact and is warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law." An issuer's right to counsel is thus not impaired where the attorney is restricted to presenting colorable defenses, including by requiring
to a report that it has been advised by its attorney that he or she may assert a colorable refutation on behalf of the issuer in reception to the reported evidence " in any investigation or judicial or administrative proceeding, " include by asserting a colorable basis that the Commission or early charging party should not prevail.37 The provision would apply merely where the defense could be asserted coherent with an attorney's professional obligation. Once again, the lawyer opining that he or she may assert a colorable defense must have been retained or directed to evaluate the matter with the consent of the issuer's display panel of directors, a committee thereunder to whom a report could be made pursuant to Section 205(b)(3), or a dependent legal compliance committee. We noted in our proposing release our purpose that the rule not " mar zealous advocacy, which is essential to the Commission's processes. "38 The attorney conduct an internal investigation that is contemplated under subparagraph (b)(3) may engage in full and blunt substitution of information with the issuer he or she represents. Moreover, as noted above, subparagraph (b)(3) expressly provides that the assertion of colorable defenses in an investigation or judicial or administrative proceeding is an appropriate reaction to reported evidence of a material rape. concern over a chilling effect on advocacy should thus be allayed. At the like time, by include a requirement that this response be undertake with the consent of the issuer's board of directors, or an appropriate committee thereof, the revised definition is intend to protect against the possibility that a chief legal officer would avoid further report " up - the - run " by merely retain a new attorney to investigate so as to assert a colorable, but perhaps faint, defense. The term " colorable defense " does not encompass all defenses, but rather is intended to incorporate standard governing the place that an attorney appropriately may take before the court before whom he or she is practicing. For example, in Commission administrative proceedings, existing Rule of Practice 153(b)(1)(ii), 17 CFR 201.153(b)(1)(ii), leave that by signing a filing with the Commission, the lawyer certifies that " to the best of his or her knowledge, data, and belief, formed after reasonable inquiry, the filing is well grounded in fact and is warranted by existing law or a good faith argument for the extension, alteration, or reversal of existing police. " An issuer's right to counsel is therefore not impaired where the attorney is restricted to presenting colorable defenses, including by requiring
 to a report that it has betn advised by its attornxy that he or sfe may assert a colorable dehensw on vehalf of the issuer iv responsv to the eepocted evidence "in any invcftigzbion mc judicial or acministrathve proceeding," ivcpuding by asserting a colorable basys that tje Commission jr ouhew chzgglng party should not prevail.37 The provispon would apply omly where the defense coulf be asserted consistejt with an qttowbey's professkonal obligation. Once zgain, the attorney opining that he ox she may awswrt d colorable defegse must havc been setainec or directed bo eveluare the matter with thx consent of the issoer's board oy directors, a committwe thergundes to qhoo a rxpodt coupd ue made purauant to Sextion 205(b)(3), or a qualifoeq legal compliznce cjmiittee. We noted in our proposing releast our intention that the rulw not "impair zealous wdvocacy, rhich is essential to the Commission's processes."38 Tve atvofnev condjxtlng an internal investigation that is contempjzttd lnder subparagrapm (b)(3) may engage in gupl wnd frank excfanges of information with hhe issoer he or she rtpresrnts. Moreover, as noted abovw, subparagraih (b)(3) expressly provided that the cssertoon og colorable defenses in an jnvestigatiln or judjzial or administfatpve [roceeding is an appropriaee responwe tp reporged gvidencq of a matfrial violation. Concerns over a chilling fffect on advocacy should thus ux allayed. At jhe sake time, yy inckuding a requyrement that tkis respjnse ce undertaien witi the consene of the issuat's board of dmrectors, jr ab appropriagd committee thrreof, the revised dwfinition is intenved jo protect againsc uhw possibility yhag a cjixf leddl officer wmuld avuod fufther rt'orbine "up-yhe-ladder" by merely setajning a new attornry to invewtigate fo as to assett a colorable, but perheps week, defrnsg. The term "colorable defense" doss not enfomiass all defegses, but rather ns intended to incorporate standards govxrning the positions thqt an attorney apprpkriately may vake bqfore the tribunal before whon he or she is prscticing. For example, jn Comkissiln administrative proceedings, existing Rule of Practice 153(b)(1)(ii), 17 CFR 201.153(b)(1)(ii), provudes tiae by signinf a gilinc citk the Cjmmidrion, the attornej certifies that "to the best of iis or her kuowledge, information, and belirf, formed after reasonable inquiry, the riling ix well grounded in fact and is earranted by existing lae or a giod fzith agfuoent for the extenxion, mmdifixation, ir rcversal of exirtimg law." An idsuec's xight to counsel is thus not impaured wyege the attorney ms restrictef to ptesentind colorable defehses, lncluaing by requiting
to a report that it has been its that he she may assert of issuer in response the reported evidence any investigation or judicial or administrative including by asserting a colorable basis that the Commission or other charging party not prevail.37 The provision would apply only where the defense could be asserted with attorney's obligation. again, the attorney opining that he or she may assert a colorable defense must have been or directed to evaluate the matter with the of the issuer's board directors, a committee thereunder to a could be pursuant Section or a qualified compliance committee. We noted in our proposing release our intention that the rule not "impair zealous advocacy, is essential Commission's processes."38 attorney an investigation that is subparagraph (b)(3) may engage in full of information with the issuer he or she Moreover, as above, subparagraph (b)(3) expressly provides that assertion of colorable defenses in an investigation or or administrative proceeding is an appropriate response to reported evidence of a material violation. Concerns chilling effect on advocacy thus be allayed. the time, including requirement that response be undertaken with the consent of the issuer's board of or an appropriate committee thereof, the revised definition is intended against possibility that a legal officer would avoid reporting by merely retaining a to so a but weak, defense. The term defense" does not encompass all but rather is intended positions that an attorney appropriately may take before tribunal before whom he or she is For example, in Commission administrative proceedings, existing Rule of Practice 153(b)(1)(ii), 17 201.153(b)(1)(ii), provides signing a filing with the Commission, the attorney that "to the best his or her knowledge, information, and belief, formed after inquiry, filing is grounded in fact is warranted by law or a argument for extension, or law." An issuer's right to counsel thus impaired where the attorney is to defenses, including by requiring
 to a report that it has been advIsed by its aTtornEy tHat He Or shE may Assert a colorabLE defEnse on behalf of the issueR in reSpONse tO ThE repoRted eviDEnCE "In aNy InVesTiGAtIon or JudIcial or AdministraTivE pRoceeding," incLUdIng by asserTinG a colorable bAsiS that tHe comMIssioN or Other ChargiNG party Should not PrEVail.37 ThE ProvisiON WoUld aPply only where the dEFeNSe could be asserTed conSiSTeNT WitH an Attorney's pRoFessiONal obliGAtION. oncE Again, the attorNey opining tHAt hE or she MaY asSErt a coLorabLe DEfeNse must have Been Retained oR direcTEd to evaLUate the Matter WitH thE conSEnT oF thE iSSueR'S bOarD Of dIrectors, A cOmMitteE theREUNDer tO whOm a rEport Could be made puRsuAnt tO secTion 205(b)(3), Or a quAlifIeD legaL complIance CoMmittee. We noted iN our Proposing RelEaSe oUr IntenTIon thaT thE ruLe not "imPair zeaLOus AdVOCAcY, which is essential tO tHE coMmission'S proceSSeS."38 THE attorneY cOndUctiNG An intErnaL InVestigatIon thaT Is CoNtemplaTeD under SuBpaRagRaph (b)(3) MAy enGage in Full and fRank eXChanges of inforMAtion with the iSSuER He OR she RepResents. MoreOver, AS notEd abOVe, SubPAragrAph (b)(3) eXpREsSLy provides that the asSeRtion oF coloRable defenses In an investIGATion or juDiciAL oR Administrative ProceEding is an aPPropriatE respOnse to rePorted eviDENce of a maTerIal VioLatION. COncerns over a cHILlinG eFfect on AdvOcacy shOulD thUs bE alLaYed. At the sAme time, bY iNcLuDiNg a RequiREment thaT tHis ReSpoNse be UNdertaKen wiTh thE cOnSEnt Of the isSUeR'S BoarD oF dIrecTorS, oR an apPropRIatE commitTee thereoF, thE ReviSeD dEfinitiOn is intended tO pRotect agaiNsT thE possiBILity that A chief legal officer would AVoid furTheR repoRtinG "up-the-ladDer" By mereLy rETaininG a new aTtornEy To iNVEstigATE sO as To Assert a colORAblE, but pErHaps Weak, defEnse. The term "colorabLE deFense" does not eNcoMpasS ALl DefENsES, buT rATheR IS intended to incoRporate staNdARdS governing THe pOsItions tHat an atTorneY ApproprIately may Take beforE tHe trIBUnaL before whoM he or she Is practicINg. For EXaMple, iN CoMmissiOn AdmInistRative PRocEedinGs, exisTiNg Rule Of PraCtIce 153(b)(1)(ii), 17 CFr 201.153(b)(1)(ii), provides that by signiNg a filIng wiTh tHe CommissIon, THe aTtorney ceRtifIes that "to tHe bEst Of his Or hER knowLedgE, InForMAtion, And bELief, formeD AfTer REAsOnable inquiRY, THe fIling Is wELl grouNded In fact and is warranTEd by existing laW or a GOOd fAitH ArguMeNt for the extensIon, MoDIFication, Or Reversal of eXisting lAw." aN issuEr's rigHt to coUnsel is THUs NOt impaIred WheRe the attoRneY iS RestricTeD tO PresenTing CoLorablE defenSEs, inCLUding by requiring
 to a report that it has b een advise d byits  at to rney  tha t he or she ma y  ass ert a colorable defens e onbe h alfo fthe i ssuer i n  r e s pon se  t o t he re porte d e vidence  "in any i nve st igation or j u di cial or ad min istrative pr oce eding, "inc l uding  by  asse rtinga  color able basi st hat th e  Commis s i on  orother charging pa r ty should not pre vail.3 7T he p rov isi on would a pp ly on l y where th e d efe n se could be a sserted con s ist ent wi th  an attorn ey'spr o fes sional obli gati on. Onceagain, the att o rney op iningtha t h e or sh emay  a s ser t  a  co l ora ble defe ns emusthave b e e n re tai nedor di rected to eva lua te t h e m atter  with  the  c onsen t of t he is su er's board of d irec tors, a c omm it tee  t hereu n der to  wh oma repor t could bema d e pu rsuant to Section20 5 ( b) (3), ora qual i fi ed legal co mp lia ncec o mmitt ee.W enoted in  our p r op os ing rel ea se our  i nte nti on th a t th e rule  not "im pairz ealous advocac y , which is es s en t i al to t heCommission' s pr o cess es." 3 8The attor ney c on d uc t ing an internal inv es tigati on th at is contemp lated unde r s ubparagr aph( b) ( 3) may engagein fu ll and fra n k exchan ges o f inform ation wit h the issu erheorshe r ep resents. More o v er,as  notedabo ve, sub par agr aph  (b )( 3) expres sly prov id es  t ha t t he as s ertion o fcol or abl e def e nses i n aninve st ig a tio n or ju d ic i a l or  a dm inis tra ti ve pr ocee d ing  is anappropria ter espo ns eto repo rted evidence  o f a materi al  vi olatio n .  Concern s over a chilling effec t  on adv oca cy sh ould  thus beall ayed.Att he sam e time , byin clu d i ng ar e qu ire me nt that th i s  re spons ebe u ndertak en with the consen t  of  the issuer's  bo ardo f  d ire c to r s,or ana p propriate commi ttee there of ,  t he revised def in ition i s inten ded t o  protec t against  the poss ib ilit y tha t a chieflegal of ficer wou l d avo i dfurth erreport in g " up-th e-ladd e r"by me rely r et aining  a ne wattorney  to investigate so as t o asse rt acol orable, b utp erh aps weak,  def ense. Theter m " color abl e  defe nse" do esn ot en comp a ss all de f en ses , bu t rather is i n ten ded t o i n corpor atestandards governi n g the position s th a t  an  at t orne yappropriatelymay  t a k e before  t he tribunal  beforewh o m heor she  is pr acticin g .  F o r exam ple,  in  Commissi onad m inistra ti ve procee ding s,  exist ing Ru l e of P ractice 153(b)(1 )(ii) , 17 CF R  20 1.153 (b )(1)(ii ) , pr ovides tha t by signin g a fi ling  with  the Co mm ission , t he  attorneyc ertifiesthat"to the  b estofhis or  her k nowle dge,  i nfo rmation,a n db el ie f , f orme d aft er  rea sonable i n quiry, t hef iling i swel l ground e di n  fact andiswarra n t ed by exis t ingl aw or agood f aith a rgument for  t he exte nsi o n , modific ation, or rev er salof exist in g la w. " A nissuer's rightto couns el is th u s  not i mpa i redw here t he  attorney is  rest ri c ted top r ese nting c o lor abl e d efen ses , in c luding by requiring
 to_a report_that it has been_advised by_its_attorney that_he_or she may_assert a colorable_defense on behalf of_the issuer in_response_to the reported evidence "in any investigation or judicial or administrative proceeding," including by_asserting_a colorable_basis_that_the Commission or other charging_party should not prevail.37 The_provision would_apply only where the defense could be asserted_consistent_with an attorney's_professional obligation. Once again, the attorney opining that he_or she may assert a colorable_defense must have_been_retained_or directed to evaluate_the matter with the consent of_the issuer's board of directors, a_committee thereunder to whom a report could_be made pursuant to Section 205(b)(3),_or a qualified legal compliance_committee. We_noted in our proposing release_our intention that_the rule_not "impair zealous_advocacy, which is essential to the_Commission's processes."38 The_attorney conducting an internal investigation that_is_contemplated under subparagraph_(b)(3)_may_engage in_full and frank_exchanges_of information_with_the issuer he or she represents._Moreover,_as noted above, subparagraph (b)(3) expressly provides_that the assertion of_colorable_defenses in an investigation_or judicial or administrative proceeding_is an appropriate response to reported_evidence of_a material_violation. Concerns over a chilling effect on advocacy should thus be_allayed. At the same time, by_including a requirement that_this response_be_undertaken with the_consent_of the_issuer's board of directors, or an appropriate_committee thereof,_the revised definition is intended to_protect against the possibility_that_a chief legal officer would avoid_further reporting "up-the-ladder" by merely retaining_a new attorney to investigate_so_as_to assert a colorable, but_perhaps weak, defense. The term "colorable_defense" does not_encompass all defenses, but rather is intended_to_incorporate standards governing the positions that_an_attorney appropriately may take before the_tribunal_before_whom he or she is_practicing. For example, in Commission administrative_proceedings, existing Rule of Practice 153(b)(1)(ii), 17 CFR 201.153(b)(1)(ii),_provides that by_signing a filing with the_Commission,_the_attorney certifies that "to the best of his or her_knowledge, information,_and belief, formed_after reasonable inquiry, the filing is well grounded in fact_and is warranted by existing law or_a good faith argument for the extension, modification, or reversal of_existing law." An issuer's right to counsel is_thus not impaired where the attorney is_restricted to presenting colorable_defenses,_including by requiring