News & Analysis as of

Confidentiality Agreements Securities Violations

Orrick, Herrington & Sutcliffe LLP

SEC alleges whistleblower protection violations in customer gag clauses

On September 4, the SEC announced it had settled charges against three affiliated registrants (the respondents) accused of violating the whistleblower protection rule. According to the SEC order, from May 2021 through...more

Perkins Coie

Whistleblower Protection Remains SEC Priority

Perkins Coie on

Last week, the SEC announced settled charges against seven public companies for use of agreements that the SEC alleges have provisions that violate the whistleblower protection rule. Coincidentally, I recently recorded a...more

DarrowEverett LLP

Actions vs. J.P. Morgan, Monolith Serve as SEC Compliance Check Reminders

DarrowEverett LLP on

The Securities and Exchange Commission (SEC) recently settled charges against J.P. Morgan Securities LLC (JPMS) for impeding hundreds of advisory clients and brokerage customers from reporting potential securities law...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

SEC Takes on Nondisclosure Agreements to Protect Whistleblower Program; Fines Firm $10 Million

The U.S. Securities and Exchange Commission (SEC) in recent years has taken an aggressive stance against employers over employment agreements that the agency believes impede its whistleblower program—as highlighted by a $10...more

Seyfarth Shaw LLP

SEC Continues to Police Confidentiality Provisions for Theoretical Whistleblower Suppression

Seyfarth Shaw LLP on

The Securities and Exchange Commission (“SEC”) levied an $18 million fine against J.P. Morgan Securities, LLC (“JPMS”) for allegedly including overbroad release provisions in settlement agreements. This marks the continuation...more

White & Case LLP

How to Avoid Risk of SEC Whistleblower Rule Violations in Connection with Settlement Agreement Confidentiality Provisions

White & Case LLP on

In March 2023, we published an alert concerning the U.S. Securities and Exchange Commission ("SEC") whistleblower protection rule and how to minimize the risk of violations in connection with employee-related documents.1 Last...more

BakerHostetler

Employers Beware: Broad Confidentiality and Severance Clauses May Violate Whistleblower Protection Laws

BakerHostetler on

Employers should check their confidentiality and severance agreements for a common oversight that, for some, is becoming a costly error. Recent enforcement activity by the Securities and Exchange Commission (SEC) of Rule...more

Bond Schoeneck & King PLLC

Eyes on 2024: Will the SEC Continue Its Aggressive Enforcement of Whistleblower Laws in 2024?

The Securities and Exchange Commission (the SEC or Commission) made clear in 2023 that it intends to aggressively enforce its whistleblower protection laws, namely Rule 21F-17, which prohibits employers from taking any action...more

Akerman LLP - HR Defense

Jingle All the Way to the SEC: Employers (Even Privately Held) Under Scrutiny for Language in Separation Agreements Impeding SEC...

While jingle bells have only just begun to ring, the U.S. Securities and Exchange Commission (SEC) enforcement bells have been ringing steadily throughout year. In recent months, the SEC announced significant settlements with...more

Womble Bond Dickinson

Recent Whistleblower Enforcement Actions Highlight SEC Focus On Employee Agreements

Womble Bond Dickinson on

In September, the U.S. Securities and Exchange Commission (the “SEC”) announced the settlement of three enforcement actions for violations of SEC whistleblower protection laws. In the actions, the SEC asserted that the...more

Freiberger Haber LLP

Enforcement News: SEC Charges Investment Advisor With Violating Whistleblower Protection Rule

Freiberger Haber LLP on

We have often written about the SEC’s whistleblower program and, in particular, the success of the program with respect to detecting and preventing violations of the federal securities laws. The success of the program...more

Locke Lord LLP

SEC Turns Workplace Misconduct into Disclosure Controls Violation; ‎ Clarifies Protection for Whistleblowers

Locke Lord LLP on

The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc., finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used...more

Stinson - Corporate & Securities Law Blog

SEC Fires Another Warning Shot on Confidentiality Agreements that Violate Whistleblower Provisions

The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an...more

Akin Gump Strauss Hauer & Feld LLP

District Court Endorses SEC’s “Shadow Insider Trading” Theory – An Analysis of the Court’s Decision and its Potential Implications...

As previously reported, in August 2021, the U.S. Securities and Exchange Commission filed a complaint in SEC v. Panuwat, initiating the first enforcement action seeking to proscribe as prohibited insider trading the practice...more

Proskauer - Whistleblower Defense

SDNY: Confidentiality Agreement Impeded Investors from Whistleblowing

On November 17, 2021, the U.S. District Court for the Southern District of New York held that a company and its CEO violated Rule 21F-17 of the Exchange Act by entering into confidentiality agreements with investors that...more

Proskauer - Whistleblower Defense

SEC Alleges Employer’s Compliance Manual Violates Rule 21F-17

On June 23, 2021, the SEC announced that Guggenheim Securities, LLC (“Company”) agreed to settle charges that it violated Rule 21F-17 by including language in its compliance manual and training materials that allegedly...more

Proskauer - Corporate Defense and Disputes

Second Circuit Upholds Insider-Trading Conviction and Clarifies Scope of Requisite Fiduciary Relationship

The Second Circuit yesterday affirmed the insider-trading conviction of a doctor who, in breach of a confidentiality agreement, had traded on nonpublic information about a drug trial in which he had been participating.  The...more

Proskauer - Whistleblower Defense

NLRB Permits Confidentiality Restrictions During Internal Investigations

As reported in Proskauer’s Labor Relations Update blog, the NLRB issued an important opinion on December 17, 2019 relating to employer rules requiring confidentiality from employees during workplace investigations. Apogee...more

Kramer Levin Naftalis & Frankel LLP

SEC Accuses Issuer and CEO of Violating Whistleblower Protection Laws to Silence Investor Complaints

On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...more

Thomas Fox - Compliance Evangelist

Tribute to Picasso: Phases of a Whistleblower Program

Just as Picasso had several phases of his career, the lifecycle of the Goldman Sachs internal whistleblower program may be getting ready to have more phases....more

Dechert LLP

Comments on Proposed Changes to SEC Whistleblower Rules Highlight Challenges

Dechert LLP on

The numerous submissions made in response to the requests for comment by the Securities and Exchange Commission (the “SEC” or “Commission”) highlight that many of the proposed amendments to the whistleblower rules, if...more

Proskauer - Corporate Defense and Disputes

Watch the Napkin: First Circuit Affirms Insider-Trading Conviction

In what appears to be the first appellate decision since the Supreme Court’s December 2016 ruling in Salman v. United States, the U.S. Court of Appeals for the First Circuit affirmed an insider-trading conviction based on a...more

Perkins Coie

Recent Whistleblower Protection Actions by SEC and Congress Add Risk to Severance Agreements

Perkins Coie on

Two recent SEC enforcement actions that describe how severance agreements may violate whistleblower protections under the federal securities laws if not properly drafted were the subject of a recent article by Perkins Coie...more

Akerman LLP - HR Defense

Employers Beware: SEC Continues Offensive on Employment Agreements That Inhibit Whistleblowers

Akerman LLP - HR Defense on

Risk Alert (literally)! Standard provisions in employment agreements, severance agreements and policies may run afoul of the SEC’s whistleblower regulations. In the wake of several highly publicized enforcement actions by the...more

Stinson - Corporate & Securities Law Blog

SEC Exams Looking for Whistleblower Violations

SEC staff in the Office of Compliance Inspections and Examinations are examining compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff is...more

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