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Publicly-Traded Companies Whistleblower Protection Policies

Dorsey & Whitney LLP

Companies Subject to U.S. Jurisdiction Should not Restrict Personnel from Being SEC Whistleblowers, or Receiving SEC Whistleblower...

Dorsey & Whitney LLP on

SEC rules prohibit taking “any action” to impede an individual from communicating directly with the SEC about a possible securities law violation, including by enforcing, or threatening to enforce, a confidentiality...more

Ballard Spahr LLP

SEC Announces Settlements with Seven Public Companies for Violations of Exchange Act Whistleblower Protections in Employee and...

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The SEC has begun to bring enforcement actions against companies whose employment and client agreements could appear to infringe on the right to report cases in violation of Section 21f-17(a) of the Exchange Act. On September...more

BCLP

SEC Again Cracks Down on Companies That Restrict Whistleblowers

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As discussed in our December 15, 2023 client alert, the SEC has waged an aggressive effort to enforce alleged violations of the whistleblower protection rule.  On September 9, 2024, the SEC announced settled charges resulting...more

Jenner & Block

Client Alert: Key Takeaways from the SEC’s Latest Enforcement Sweep Regarding Violations of the Whistleblower Protections Rule

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Earlier this week, the SEC announced an enforcement sweep charging seven public companies with violating the whistleblower protections rule in various employment-related agreements. These charges reflect the SEC’s continuing...more

Oberheiden P.C.

A Guide to Whistleblowing Under the Sarbanes-Oxley Act (SOX)

Oberheiden P.C. on

The Sarbanes-Oxley Act of 2002, also referred to as SOX or as Sarbox, is a federal statute that requires specific corporate recordkeeping measures as well as financial reporting. It was passed in the aftermath of several huge...more

White & Case LLP

EU establishes harmonized enforcement and penalties for sanctions violations

White & Case LLP on

The EU has adopted a new directive which establishes EU-wide rules for defining criminal offences and penalties related to the violation of EU sanctions. A stricter regulatory environment and closer scrutiny is expected as...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2024

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Conn Maciel Carey LLP

The easier-to-satisfy “contributing factor” framework is enough to prove whistleblower protection under the Sarbanes-Oxley Act.

Conn Maciel Carey LLP on

The Sarbanes-Oxley Act (“Act” or ”SOX”) shields whistleblowers from retaliation for reporting any wrongdoing by publicly traded companies. Recently, in Murray v. UBS Securities, LLC, the U.S. Supreme Court evaluated the...more

Dechert LLP

Supreme Court Shifts Whistleblower Protection Landscape

Dechert LLP on

The U.S. Supreme Court on February 8, 2024, held in a unanimous decision that whistleblowers do not need to show retaliatory intent in order to establish protection under the Sarbanes-Oxley Act of 2002 (“SOX”), 18 U.S.C....more

Poyner Spruill LLP

Whistleblower Risks: United States Supreme Court Clarifies Burden of Proof

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In Murray v. UBS Securities, LLC the United States Supreme Court resolved a circuit split, holding that whistleblowers asserting retaliation claims under Sarbanes-Oxley must prove protected activity was a contributing factor...more

Cornerstone Research

SEC Enforcement Activity: Public Companies and Subsidiaries—FY 2023 Key Trends

Cornerstone Research on

The SEC noted cooperation by 69% of public companies and subsidiaries that settled in FY 2023, the third highest of any fiscal year in the Securities Enforcement Empirical Database (SEED). Of the cooperating defendants that...more

K&L Gates LLP

Addressing Whistleblower Claims Under Sarbanes-Oxley and Beyond: US Supreme Court Hears Argument on Burden of Proof Requirements

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The United States Supreme Court recently heard oral argument in a case arising under the whistleblower provisions of the Sarbanes-Oxley Act of 2002 (SOX), presenting the question of who must prove intent in a whistleblower...more

Kohn, Kohn & Colapinto LLP

Interpreting “Contributing Factor”: The Role of Retaliatory Intent in Upcoming Supreme Court Whistleblower Case

In the upcoming Supreme Court term, a pivotal employment case is on the docket: Murray v. UBS Securities, LLC. This case will dissect and evaluate a key element of the Sarbanes-Oxley Act (SOX), specifically regarding...more

Holland & Knight LLP

SEC to Issuers: Retaliating Against or Impeding Whistleblowers Is Not Zen

Holland & Knight LLP on

Public companies should be mindful not to interfere with or retaliate against whistleblowers, and stretching is best reserved for the yoga mat, not the numbers in a company's public disclosures. So says the U.S. Securities...more

White & Case LLP

How to Avoid Risk of SEC Whistleblower Rule Violations in Connection with Employee-related Documents

White & Case LLP on

On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more

Goodwin

SEC Adopts Amendments to Whistleblower Program Rules

Goodwin on

Regulatory Developments - SEC Adopts Amendments to Whistleblower Program Rules - On August 26, the SEC adopted two amendments to the rules governing its whistleblower program, which are covered under Section 922 of...more

Keating Muething & Klekamp PLL

Securities Snapshot: 2nd Quarter 2022

After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more

Katten Muchin Rosenman LLP

Capital Markets Compass | Issue 1

Stable Road Enforcement Action Post Mortem: Lessons for the SPAC Market After Momentus Begins Trading - Stable Road And Momentus Close Business Combination. On August 11, Stable Road Acquisition Corp., a special purpose...more

Barnea Jaffa Lande & Co.

2021: Trends in Regulatory Compliance and Risk Management

2020 was a particularly challenging year due to the coronavirus pandemic. For corporate risk managers and compliance officers, the year posed additional challenges. Organizations had to contend with an alarming rise in...more

Polsinelli

SDNY Rejects Director Liability for Sarbanes-Oxley Whistleblower Claims, Creating a Split Among Federal District Courts

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Public company directors, who are under constant threat of claims, received welcome news earlier this month.  On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more

Womble Bond Dickinson

Recent Director and Executive Compensation Lawsuits Heighten Need for Robust Corporate Governance

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Over the past two years, there has been an uptick in the number of lawsuits challenging director and executive compensation. Cases such asIn Re: Investors Bancorp, Stein v. Blankfein, Hertz v. Frissora and, most recently,...more

Mayer Brown Free Writings + Perspectives

House Financial Services Committee and House of Representatives Address Capital Formation Related Bills

This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more

Proskauer - Whistleblower Defense

ARB Affirms Dismissal of SOX Whistleblower Claim Against Non-Public Companies

The ARB recently affirmed the dismissal of a whistleblower retaliation claim under Section 806 of SOX, holding an employer is not a “contractor” covered by SOX simply because it was a party to a contract with a publicly...more

Thomas Fox - Compliance Evangelist

How Compliance Adds to the Bottom Line

I have long articulated that companies that have robust compliance programs are more efficient, better run and more profitable organizations. ...more

Saul Ewing LLP

E.D. Pa. Clarifies that Whistleblower Protections under Dodd-Frank and Sarbanes-Oxley Acts Only Cover Conduct Involving...

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A trial court in the Eastern District of Pennsylvania recently ruled that the whistleblower protections of the Dodd-Frank Act and Sarbanes-Oxley Act (“SOX”) do not necessarily apply to employees of private entities, even if...more

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