A Review of Recent Whistleblower Developments

Foley & Lardner LLP

Whistleblower Developments is a periodic report covering significant cases, decisions, proposals, and legislation related to whistleblower statutes and how they may impact your business. Recent developments include:

  • Company Directors are Not Liable for SOX Whistleblower Claims According to S.D.N.Y.
  • SEC’s Fiscal Year 2019 Whistleblower Program Annual Report Reflects Another Strong Year for the Program
  • CFTC’s Fiscal Year 2019 Annual Report Emphasizes Commitment to Public Outreach
  • SEC Awards $260,000 to Three Whistleblowers
  • SEC Steps Out of the Box to Extend Protections to Investor Whistleblowers
  • Second Circuit Turns Down Deutsche Bank Whistleblowers’ Award
  • Second Circuit Affirms Trial Court’s Decision to Compel Dodd-Frank Whistleblower Retaliation Claims to Arbitration

Company Directors are Not Liable for SOX Whistleblower Claims According to S.D.N.Y.

On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that company directors cannot be held liable under the whistleblower retaliation prohibitions contained in the Sarbanes-Oxley Act (SOX).

The plaintiff in this case is the former president and CEO of the defendant companies, all of which were commonly owned by a parent company. The company-defendants purchased and operated their owner’s energy plants. In 2015, the plaintiff claimed he became concerned that the company-defendant’s owner was publicly overstating its liquidity, then reported his concerns to the parent company’s CEO and CFO, and to certain members of the parent company’s board of directors. The plaintiff ultimately claimed that after he reported these concerns, he was removed from his position as president and CEO of the defendant companies and was replaced by a person who diverted funds to the parent company in an effort to cover up its misrepresentations about its available liquidity.

The directors, whom the plaintiff named as defendants in the ensuing case, asked the court to dismiss the claims against them, arguing that they cannot be liable under SOX due to actions alleged that they took solely in their positions as company directors. The court agreed and concluded the relevant SOX provision (Section 1514A(a)) does not provide for director liability. That provision states, in relevant part, “[n]o company…or any officer, employee, contractor, subcontractor, or agent of such company” may retaliate against an employee for reporting suspected securities law violations. In light of the fact that Congress specifically provided for director liability in other provisions of the law, the court ruled Congress’s omission of director liability in Section 1514A(a) to be especially noteworthy. Based only on the clear statutory language, the court ruled the director defendants could not be liable under SOX in their capacity as company directors.

The court further noted that in a 2015 case, Wadler v. Bio-Rad Labs., Inc., the Northern District of California came to the opposite conclusion because it decided the word “agent” in Section 1514A(a) was sufficiently broad to include directors. However, the court disagreed in this case and noted that elsewhere in SOX the words “agents” and “directors” had been used to define different categories of people, thus precluding the court from applying a definition of “agent” broad enough to include directors.

The case is Zornoza v. Terraform Global, Inc. et al., No. 18-cv-11617, in the U.S. District Court for the Southern District of New York (Dec. 9, 2019).

SEC’s Fiscal Year 2019 Whistleblower Program Annual Report Reflects Another Strong Year for the Program

On November 15, 2019, the SEC published its annual report to Congress for its whistleblower program (which covers from October 1, 2018 through September 30, 2019).

Compared to fiscal year 2018, the volume of whistleblower tips slowed down slightly in fiscal year 2019. The whistleblower program received a total of 5,212 whistleblower tips in fiscal year 2019 (70 fewer tips than in fiscal year 2018). Nevertheless, this total represents about a 74% increase in tips received since the SEC started tracking statistics for the whistleblower program in 2012. In fiscal year 2019, the whistleblower program distributed approximately $60 million to eight individuals whose initial tips and subsequent cooperation aided in the execution of successful enforcement actions. The SEC further reported that, for fiscal year 2019, the most common activities reported by whistleblowers related to corporate disclosures and financials (21%), offering fraud (13%), and manipulation (10%).

In its annual report, the SEC highlighted proposed rule amendments to its regulations, to help the whistleblower program better handle the volume of tips it receives annually. These amendments seek to bar whistleblowers who are found to have repeatedly made baseless claims and also would allow the whistleblower program additional discretion in making whistleblower bounty determinations. As we proceed into 2020, the SEC will continue to consider public comments received on these proposed rule amendments, originally solicited in June 2018. According to the annual report, the SEC expects to adopt these proposed new rules sometime in 2020.

CFTC’s Fiscal Year 2019 Annual Report Emphasizes Commitment to Public Outreach

The Commodity Futures Trading Commission (CFTC) recently released its 2019 Annual Report, which covers the fiscal year ending September 30, 2019. Like the SEC whistleblower program’s report, the CFTC’s report outlines the whistleblower tips it received and the awards it granted over the course of the fiscal year.

In fiscal year 2019, the CFTC’s whistleblower program received 455 tips from whistleblowers, which is fewer than the 760 tips received in fiscal year 2018. The CFTC’s whistleblower program noted that the higher number of tips in fiscal year 2018 may have been attributable to heightened consumer interest in virtual currencies and CFTC news alerts increasing awareness of the program. Overall, the number of tips the program receives has increased every year from the 58 tips received in 2012, which was the first year of the program. During fiscal year 2019, the CFTC’s whistleblower program also received 102 non-whistleblower tips and 35 referrals from the SEC, which it forwarded to the CFTC’s Division of Enforcement for evaluation and disposition. These tips involved matters alleging money laundering, false reporting, foreign bribery, insider trading, and retaliation against employees.

The CFTC also granted five whistleblower awards in fiscal year 2019 and denied awards to 129 applicants (primarily because those applications did not relate to a qualifying sanction obtained by the CFTC or other regulatory agency). These awards ranged from approximately $1.5 million to approximately $7 million. For context, since 2012 the CFTC has issued 14 whistleblower awards, totaling approximately $100 million. The five awards made in fiscal year 2019 totaled more than $15 million. Overall, the CFTC has recovered over $800 million in sanctions resulting from whistleblower tips.

By way of its annual report, the CFTC emphasized that it remains focused on outreach efforts to educate industry stakeholders about its whistleblower program. Its outreach efforts include presentations and attendance at seminars, conferences, and other professional gatherings.

SEC Awards $260,000 to Three Whistleblowers

On November 15, 2019, the same day it released its whistleblower program’s annual report, the SEC awarded $260,000 to three whistleblowers who helped reveal a scheme to defraud retail investors. Although it customarily does not provide details regarding specific violations or the parties involved, in its press release the SEC pointed out that the fraudulent scheme was “operated by recidivist violators.” The SEC further noted the whistleblowers themselves were victims of the fraud, and their contributions led to a successful enforcement action.

With this award, the SEC whistleblower program has now awarded $387 million to 70 whistleblowers since the launch of its whistleblower program in 2012.

SEC Steps Out of the Box to Extend Protections to Investor Whistleblowers

Recently, the SEC applied Rule 21F-17 of the Securities Exchange Act of 1934 outside the usual employer-employee relationship that normally gives rise to such claims. By way of background, Rule 21F-17 provides penalties for anyone who interferes with an individual’s ability to communicate with the SEC about potential securities violations. Rule 21F-17 was first enacted in August 2011, and since then the SEC has only enforced this rule in the context of employer-employee relationships (i.e., where an employer allegedly interfered with an employee’s ability to communicate with the SEC, often through the use of restrictive contract terms).

In November 2019, the SEC ended this pattern when it charged Collector’s Coffee, Inc. (which operates as Collector’s Café) with violating Rule 21F-17 by allegedly interference with investors’ ability to communicate with the SEC about possible misconduct at the company. Specifically, since the SEC first sued Collector’s Café and its owner in May 2019, the SEC claims the defendants have purposely misled their investors about the SEC’s allegations in an attempt to prevent those investors from communicating with the agency. The SEC also claims it has uncovered evidence of past behavior showing attempts to inhibit potential whistleblowers from coming forward, including lawsuits against two investors the company believed breached one of the allegedly violative agreements.

While the main thrust of the SEC’s amended complaint involved allegations of the company’s misappropriation of investor funds, its Rule 21F-17 claim alleges that Collector’s Café offered to repurchase the shares of certain investors who had raised concerns about their investments to the company. In the course of the repurchase transactions, the company and the particular investors allegedly executed a stock purchase agreement that included a representation that the investors “have not, and will not, contact any third-party for the purpose of commencing or otherwise promoting investigation or other action,” including any governmental or administrative agencies. The SEC concluded that this language alone violated Rule 21F-7.

Accordingly, legal and compliance departments or consultants to investment advisors and broker dealers should consider including investor communications and investor agreements in their annual Rule 21F-17 compliance reviews. Legal and compliance consultants should especially consider whether any current or earlier investor agreements or investor communications include or allow for any or all of the following:

  • Prohibition on disclosures of confidential information unless the investor is legally required to do so;
  • Requiring notification, or consent, prior to disclosing any confidential information, without making a specific exception for communications with the SEC; and
  • Limitations or disclaimers on investors’ ability to collect whistleblower awards from the SEC.

Because the SEC does not need to demonstrate that a company threatened to, or actually did, interfere with an investor’s ability to communicate with the SEC, identifying this kind of potentially problematic language is a good first step toward ensuring Rule 21F-17 compliance, now and in the future.

Second Circuit Turns Down Deutsche Bank Whistleblowers’ Award

On November 8, 2019, the Second Circuit declined to overturn the SEC’s denials of several whistleblower claims for awards based on civil penalties paid by Deutsche Bank to the SEC in 2015. In doing so, the Second Circuit ruled, in part, that the SEC may deny an award to a whistleblower who submits useful information first but packages it in an impenetrable or unusable format. The Second Circuit said that requiring the SEC to award whistleblowers based on the value of information contained in their submissions, regardless of whether those submissions themselves contribute to the success of an enforcement action, could lead to unintended consequences and “disincentivize whistleblowers from curating their submissions.” By focusing on the value of the overall submission, the SEC’s interpretation of its whistleblower program statute “strikes a sensible balance between care and timeliness, one that is more consistent with the whistleblower program’s purpose,” the Second Circuit ruled.

The three petitioners at issue in this decision were among several claimants who applied for whistleblower awards after Deutsche Bank AG paid $55 million in civil penalties to the SEC in 2015. The fine was part of a settlement resolving a five-year SEC investigation into allegations that the bank hid up to $3.3 billion in paper losses on derivatives contracts during the financial crisis. The SEC ultimately approved only two whistleblower award applications in 2017, awarding the whistleblowers about $8 million each. The agency rejected all of the other claimants. It rejected the first two applicants because they did not qualify as original sources of information that ultimately led to the success of the enforcement action. It rejected the last applicant because the information he originally offered to the SEC was not in a useful or usable format, although he technically was the first to submit the information.

The cases are Colin Kilgour, et al. v. U.S. Securities and Exchange Commission, Case No. 18-1124, and John Doe v. U.S. Securities and Exchange Commission, Case No. 18-1127, which were both before the U.S. Court of Appeals for the Second Circuit.

Second Circuit Affirms Trial Court’s Decision to Compel Dodd-Frank Whistleblower Retaliation Claims to Arbitration

On September 19, 2019, the Second Circuit Court of Appeals affirmed a New York district court’s decision that a whistleblower retaliation claim brought under the Dodd-Frank Act must be arbitrated.

In this case, the plaintiff worked in the defendant bank’s private bank division, and she allegedly complained to the bank’s attorneys and human resources department that her supervisor had repeatedly demanded that she disclose material non-public information to him so that he could pass that information along to his clients. The plaintiff alleged that, after she reported that behavior, she was fired. The plaintiff next filed a lawsuit in the U.S. District Court for the Southern District of New York asserting, among other claims, several whistleblower retaliation claims, including claims under SOX and Dodd-Frank. The bank defendant filed a motion to compel arbitration and to dismiss the plaintiff’s claims. The bank based its arguments in favor of arbitration on the plaintiff’s employment agreement, which contained an arbitration provision. The trial court agreed, and the plaintiff appealed its decision to the Second Circuit.

The Second Circuit affirmed the trial court’s ruling, noting that federal trial courts within the Second Circuit had split on whether Dodd-Frank whistleblower retaliation claims could be arbitrated. After acknowledging that split, the Second Circuit joined the Third Circuit (the only other federal appellate court that has ruled on this issue) in holding that Dodd-Frank whistleblower retaliation claims are subject to arbitration. In its opinion, the Second Circuit explained that in contrast to the SOX whistleblower retaliation provision (which contains anti-arbitration language), nothing in Dodd-Frank suggests that claims under it are not arbitrable. The Second Circuit also noted that, although SOX contained language prohibiting claims under it from being arbitrated, that language was restricted to disputes “arising under [SOX].” Therefore, the applicability of that prohibition could not be extended to Dodd-Frank, which is not located in the same statutory section as SOX. The Second Circuit further decided that, even if the anti-arbitration language in SOX is ambiguous, the court could not infer from SOX that Congress intended to extend that prohibition to Dodd-Frank because “[d]espite some surface similarities, the whistleblower retaliation provisions of [SOX] and Dodd-Frank diverge significantly in their prohibited conduct, statute of limitations, and remedies.”

The case is Daly v. Citigroup, Inc., et al., No. 18-665, decided by the U.S. Court of Appeals for the Second Circuit (Sept. 19, 2019).

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Foley & Lardner LLP | Attorney Advertising

Written by:

Foley & Lardner LLP
Contact
more
less

Foley & Lardner LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.