Client Alert October 3, Questions Page and a link to the SEC Final Rules addressing the Whistleblower Program.

Size: px
Start display at page:

Download "Client Alert October 3, 2011. Questions Page and a link to the SEC Final Rules addressing the Whistleblower Program."

Transcription

1 THE SEC OFFICE OF THE WHISTLEBLOWER OPENS FOR BUSINESS New SEC Rules Provide Substantial Incentives and Protections to Encourage Individuals to Report Possible Violations of the Federal Securities Laws OVERVIEW Recently, the Securities and Exchange Commission officially opened its new Office of the Whistleblower. This Office will administer the SEC s new Whistleblower Program under Section 21F of the Securities Exchange Act of (Exchange Act). The SEC adopted final rules in May 2011 to implement Section 21F, entitled Securities and Whistleblower Incentives and Protection, as required under Section 922 of the Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The new program offers potentially large payouts to individuals who report information to the SEC (and others) that leads to successful enforcement actions. Whistleblowers can now hope to receive 10% to 30% of monetary sanctions collected in excess of $1 million. There are also broad whistleblower protections under Section 21F that prohibit employers from taking a wide array of adverse personnel actions against employees who report possible wrongdoing. The protections against retaliation apply even if a complaint does not result in an SEC enforcement action or if the whistleblower ultimately fails to receive an award, and the protections apply even if the whistleblower never goes to the SEC, but makes statements protected by the Sarbanes-Oxley Act of The Whistleblower Program presents a number of challenges for public companies and financial services entities. Specifically, the large cash incentives may encourage whistleblowers to bypass internal compliance programs and report directly to the SEC. As a result, a company s internal efforts to detect and rectify violations may be undermined. There are also broad anti-retaliation provisions in the new rules. These liberal protections for whistleblowers may increase the risk of liability for companies based on claims of retaliation. KEY POINTS IN THE NEW WHISTLEBLOWER RULES Definitions A whistleblower is defined as an individual who, alone or jointly with others, provides information to the SEC relating to potential violations of securities laws. The whistleblower must be a natural person (who may remain anonymous), who provides the SEC with information relating to possible violations of the federal securities laws that have occurred, 1 See SEC Final Rules, 17 C.F.R F-1 F-17 (2011). 2 See id F-2(b) (extending protections afforded by Securities Exchange Act of 1934, 15 U.S.C. 78u- 6(h)(1)).

2 are ongoing, or are about to occur. Certain types of individuals, such as government officials, are 3 not eligible for awards. Submitting a Tip The Office of the Whistleblower Web site provides potential informants with a number of resources for reporting to the SEC, including a Frequently Asked 4 Questions Page and a link to the SEC Final Rules addressing the Whistleblower Program. 5 Most importantly, the site provides individuals with a one-page Tip form to submit reports online. Consequently, the SEC has made it very simple for anyone to submit a tip. Eligibility To be eligible for an award, a whistleblower must submit original information to the SEC in accordance with all the procedures and conditions set forth in the SEC rules. Original information must be based on the whistleblower s independent knowledge or independent analysis, and not already known to the SEC, and not derived exclusively from certain public sources. The rules allow a whistleblower to mark his place in line through a 120-day lookback period if he 6 first reports potential violations through internal reporting systems (or others), and within days reports the same information to the SEC. Further, the whistleblower earns credit and potentially a higher award if (after he reports 8 internally) the company self reports violations to the SEC. The original information must lead to the recovery of more than $1 million in sanctions (including penalties, disgorgement, and pre- or post-judgment interest). Criteria for Determining Amount of Award The Commission has discretion to determine the percentage amount of the award (between 10% and 30%). 3 Id F-2, F-8. 4 SEC Office of the Whistleblower, 5 A six-page version of the Tip form may be printed and submitted by fax or mail. See id. 6 Rule 21F-4(b)(7). In addition to internal reports, the lookback provision applies to original information reported to Congress, any other authority of the federal government, a state Attorney General or securities regulatory authority, any self-regulatory organization, or the Public Company Accounting Oversight Board. 7 See Rule 21F-4(c)(3). The SEC s Adopting release makes clear that the 120-day grace period applies only to whistleblowers. Moreover, in his public remarks in support of the Rules, the Director of Enforcement, Robert Khuzami, emphasized that... the final rules do not change the fact-based analysis that each entity should conduct when considering whether and when to report potential securities violations to the Commission. We will continue to expect companies to self-report on a timely and responsible basis. Robert Khuzami, SEC Director of Enforcement, Remarks at Open Meeting Whistleblower Program (May 25, 2011), available at 8 See SEC Adopting Release, 76 Fed. Reg. 34,325 (June 13, 2011) (to be codified at 17 C.F.R. pts ). 2

3 Factors that may increase the amount of a whistleblower s award include: the significance of the information provided, the degree of assistance, law enforcement interest, and the extent to which the whistleblower participated in internal compliance systems. 9 Factors that may decrease the amount of a whistleblower s award include: culpability, unreasonable 10 delay in reporting securities violations, and interference with internal compliance systems. Retaliation Protections An employer is prohibited from taking a number of adverse personnel actions against a whistleblower who: Provides information to the Commission; Initiates, testifies, or assists in any investigation or Commission action related to the information; or Discloses information required or protected under Sarbanes-Oxley. 11 Anti-retaliation provisions apply where a whistleblower holds a reasonable belief, meaning, a subjectively genuine belief, that the information he provides demonstrates a possible violation of the federal securities laws (or, where applicable, a violation of Section 1514A(a)), 12 and that this belief is one that a similarly situated employee might reasonably possess. Retaliation protections apply even when the whistleblower is ultimately not entitled to an award. Anti-retaliation provisions grant whistleblowers a private cause of action. Suits by whistleblowers for retaliation may be filed directly in federal court, within six years, or three years from when facts material to the right of action are known or reasonable should have been known, but in no event more than 10 years after the date of the violation. The adopting release expressly notes that the Commission has the authority to bring enforcement actions against employers who retaliate against employees for providing information in accordance with Section 21F. 13 MITIGATING THE RISKS Companies should affirmatively prepare for an increase in the quality and quantity of reports made internally and directly to the SEC. Whistleblowers are likely to report any perceived wrongdoing to the SEC even if they first report internally in an effort to obtain payouts. As reported by the new Chief of the Office of the Whistleblower, Sean McKessy, the SEC has already seen an increase in the quality of the tips it has received since the passage of the Dodd-Frank Act in July See Rule 21-F-6 (a)(1-4) 10 See Rule 21-F-6(a)-(b). 11 See 15 U.S.C. 78u-6(h)(1)(B). 12 Anti-retaliation protection afforded by the Rules includes not only reports of securities law violations, but also various other violations of federal law. See e.g., 18 U.S.C. 1341, 1343, 1344, and See 15 U.S.C. 78u-6(h)(1)(B). 3

4 There are a number of proactive measures companies and financial institutions should consider as they plan for managing and mitigating the risks created by the new whistleblower rules. Among these are: Review and enhance internal whistleblower policies and procedures. These policies should: Clearly document the company s whistleblower policies in language that is easy to understand and follow; Demonstrate a strong top to bottom culture of compliance; Encourage employees to internally report wrongdoing; Ensure anonymity and confidentiality; Cover all possible violations of the federal securities laws and encourage employees to use confidential hotlines and complaint mechanisms; and Be written in multiple languages, distributed to all employees, and easily accessible online. Establish mandatory training programs and refresher programs that credibly demonstrate an institutional commitment to integrity and internal compliance. Training programs should: Emphasize employee obligations to report suspected wrongdoing to appropriate channels within the company; Highlight actions that may be perceived as impeding or retaliating against whistleblowers; Include new hires, managers, and supervisors and periodic training for existing employees; and Provide clear and precise training materials that are easily accessible to all employees. Develop a comprehensive plan that facilitates a quick response to allegations of wrongdoing and related SEC inquiries. The plan should: Designate specific employees to address complaints and conduct initial internal investigations; Allow quick access to electronic data, documents, and other relevant material to the investigative team; Develop clear protocols to manage documents and information in a manner that preserves privilege; and Establish a clear process for timely investigations of complaints. 4

5 CONCLUSION The SEC s new Whistleblower Program represents a significant development in the enforcement of the federal securities laws. These changes require companies to take a proactive approach in response to the new Whistleblower Program. For more information, please contact one of the Thompson & Knight attorneys below: CONTACTS Timothy R. McCormick Timothy.McCormick@tklaw.com Rose L. Romero Rose.Romero@tklaw.com William M. Katz, Jr William.Katz@tklaw.com Michael W. Stockham Michael.Stockham@tklaw.com This Client Alert is sent for the information of our clients and friends. It is not intended as legal advice or an opinion on specific circumstances and is not intended or written to be used, and may not be used, by any person for the purpose of avoiding penalties that may be imposed under United States federal tax laws Thompson & Knight LLP 5

Information Memo Securities Law June 2011

Information Memo Securities Law June 2011 www.bsk.com Information Memo Securities Law June 2011 SEC Implements Dodd-Frank Whistleblower Provisions The Securities and Exchange Commission s final rules 1 implementing Section 21F of the Securities

More information

SEC Adopts Whistleblower Rules Under Dodd-Frank

SEC Adopts Whistleblower Rules Under Dodd-Frank June 2011 SEC Adopts Whistleblower Rules Under Dodd-Frank On May 25, 2011, the U.S. Securities and Exchange Commission (SEC) by a 3 2 vote adopted final rules implementing the whistleblower award program

More information

Dodd-Frank, Part I Whistleblower Regulations and Responses

Dodd-Frank, Part I Whistleblower Regulations and Responses Dodd-Frank, Part I Whistleblower Regulations and Responses Presenters: Thomas A. Aldrich Partner, Thompson Hine, LLP Robert M. Loesch Partner, Tucker Ellis & West LLP David A. Zagore Partner, Squire Sanders

More information

SEC Adopts Final Rule Implementing Dodd-Frank Whistleblower Program

SEC Adopts Final Rule Implementing Dodd-Frank Whistleblower Program Securities Enforcement & White Collar Litigation SEC Adopts Final Rule Implementing Dodd-Frank Whistleblower Program On May 25, 2011, by a divided 3-2 vote, the Securities and Exchange Commission adopted

More information

The Rules for Whistleblowers: Significant Aspects of the SEC s Whistleblower Incentives and Protection Program

The Rules for Whistleblowers: Significant Aspects of the SEC s Whistleblower Incentives and Protection Program Significant Aspects of the SEC s Whistleblower Incentives and Protection Program Kurt E. Wolfe 202.857.2415 kwolfe@mcguirewoods.com McGuireWoods LLP 2001 K Street N.W. Suite 400 Washington, D.C. 20006-1040

More information

What's Next for the Year-Old SEC Whistleblower Program? By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq.

What's Next for the Year-Old SEC Whistleblower Program? By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq. What's Next for the Year-Old SEC Whistleblower Program? By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq. COMMENTARY For years, the Securities and Exchange Commission had a whistleblower program in place

More information

Overview of Dodd-Frank Whistleblower Law and Practice. Prepared for New York City Bar Association CLE Program Hot Topics in SEC Enforcement

Overview of Dodd-Frank Whistleblower Law and Practice. Prepared for New York City Bar Association CLE Program Hot Topics in SEC Enforcement Overview of Dodd-Frank Whistleblower Law and Practice Prepared for New York City Bar Association CLE Program Hot Topics in SEC Enforcement March 8, 2013 James J. Benjamin Jr. Akin Gump Strauss Hauer &

More information

A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act

A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act A Closer Look The Dodd-Frank Wall Street Reform and Consumer Protection Act To view our other A Closer Look pieces on Dodd-Frank, please visit www.pwcregulatory.com Part of an ongoing series SEC Adopts

More information

How Will the Dodd-Frank Whistleblower Rules Affect Companies?

How Will the Dodd-Frank Whistleblower Rules Affect Companies? How Will the Dodd-Frank Whistleblower Rules Affect Companies? The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), signed into law by President Obama on July 21, 2010, created

More information

What is Independent Knowledge?

What is Independent Knowledge? DODD-FRANK ALERT DECEMBER 2010 SEC Proposes Dodd-Frank Whistleblower Rules New York Office 2 Park Avenue New York, New York 10016 Phone: (212) 592-1400 Fax: (212) 592-1500 Princeton Office 210 Carnegie

More information

SEC Adopts Whistleblower Rules: Is Your Company Ready?

SEC Adopts Whistleblower Rules: Is Your Company Ready? Corporate Alert SEC Adopts Whistleblower Rules: Is Your Company Ready? June 2, 2011 On May 25, 2011, the Securities and Exchange Commission (SEC) adopted rules implementing the Securities Whistleblower

More information

How To Work For The Sec. Of The United States

How To Work For The Sec. Of The United States Hot Employment Topics in the Securities Industry Office of the Whistleblower: What the 1 SEC Office of the Whistleblower part of Dodd-Frank Wall Street Reform Act Stated purpose of the Act to promote the

More information

SEC FLASH REPORT. SEC Issues Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934

SEC FLASH REPORT. SEC Issues Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 SEC FLASH REPORT SEC Issues Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 May 25, 2011 Today, the Securities and Exchange Commission (SEC) voted

More information

The SEC s Whistleblower Program Christian Bartholomew June 2012 Sarah Nilson

The SEC s Whistleblower Program Christian Bartholomew June 2012 Sarah Nilson The SEC s Whistleblower Program Christian Bartholomew June 2012 Sarah Nilson Christian Bartholomew (202) 682-7070 / (305) 416-3763 christian.bartholomew@weil.com Mr. Bartholomew leads the firm s securities

More information

Articles. SEC Proposes New Whistleblower Rules Under the Dodd-Frank Act of 2010. Eric R. Markus December 2, 2010

Articles. SEC Proposes New Whistleblower Rules Under the Dodd-Frank Act of 2010. Eric R. Markus December 2, 2010 SEC Proposes New Whistleblower Rules Under the Dodd-Frank Act of 2010 Eric R. Markus December 2, 2010 On November 3, 2010, the SEC published proposed rules to implement a whistleblower program to reward

More information

WHISTLEBLOWERS. SEC Proposes Controversial Whistleblower Rules

WHISTLEBLOWERS. SEC Proposes Controversial Whistleblower Rules WHISTLEBLOWERS SEC Proposes Controversial Whistleblower Rules By David Martin, Steven Fagell, Nancy Kestenbaum, Barbara Hoffman and James Wawrzyniak In mid-november, the Securities and Exchange Commission

More information

Whistleblowing in the Corporate World Series: Part I

Whistleblowing in the Corporate World Series: Part I Whistleblowing in the Corporate World Series: Part I The Advent of the SEC Whistleblower Program Presenter email: jthomas@labaton.com t: 212-907-0836 f: 212-883-7536 Jordan A. Thomas is a partner at Labaton

More information

Proposed SEC Rules Undermine Dodd-Frank s Whistleblower Incentives. By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq.

Proposed SEC Rules Undermine Dodd-Frank s Whistleblower Incentives. By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq. Proposed SEC Rules Undermine Dodd-Frank s Whistleblower Incentives By: Marc S. Raspanti, Esq. and Bryan S. Neft, Esq. For years, the Securities and Exchange Commission ( SEC ) had a whistleblower program

More information

SEC Whistleblower Program

SEC Whistleblower Program SEC Whistleblower Program Presented by: Karl M. Strait, Partner Jennifer L. Farer, Associate Eric B. Martin, Associate www.mcguirewoods.com SEC Whistleblower Program Key Features SEC may pay rewards to

More information

INTERPRETATION OF THE SEC S WHISTLEBLOWER RULES UNDER SECTION 21F OF THE SECURITIES EXCHANGE ACT OF 1934

INTERPRETATION OF THE SEC S WHISTLEBLOWER RULES UNDER SECTION 21F OF THE SECURITIES EXCHANGE ACT OF 1934 SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 241 [Release No. 34-75592] INTERPRETATION OF THE SEC S WHISTLEBLOWER RULES UNDER SECTION 21F OF THE SECURITIES EXCHANGE ACT OF 1934 AGENCY: Securities and

More information

Client Alert. SEC Proposes Rules for Implementing the Whistleblower Program Established by the Dodd-Frank Act; Comments Due December 17, 2010

Client Alert. SEC Proposes Rules for Implementing the Whistleblower Program Established by the Dodd-Frank Act; Comments Due December 17, 2010 Contact Attorneys Regarding This Matter: Joseph Alley Jr. 404.873.8688 - direct 404.873.8689 - fax joseph.alley@agg.com Aaron M. Danzig 404.873.8504 - direct 404.873.8505 - fax aaron.danzig@agg.com Robert

More information

SEC Whistleblower Program Handbook

SEC Whistleblower Program Handbook SEC Whistleblower Program Handbook prepared for 2012 Taxpayers Against Fraud Education Fund Conference September 14, 2012 Jordan A. Thomas Labaton Sucharow LLP 140 Broadway New York, New York 10005 (212)

More information

How To Reward A Whistleblower

How To Reward A Whistleblower Davis Polk Webcast SEC Whistleblower Rules: What You Need to Know Presented by Angela T. Burgess William M. Kelly Linda Chatman Thomsen June 7, 2011 Davis Polk & Wardwell LLP Today s Discussion Overview

More information

Securities Litigation ADVISORY

Securities Litigation ADVISORY Securities Litigation ADVISORY SEC Approves Final Rule for Whistleblower Provisions of Dodd-Frank Act 1 June 8, 2011 The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act ),

More information

SEC WHISTLEBLOWER RULES UNDER DODD- FRANK. Presented by: Michael A. Saslaw September 12, 2013 Matthew J. Jacobs David R. Woodcock Barefoot Bankhead

SEC WHISTLEBLOWER RULES UNDER DODD- FRANK. Presented by: Michael A. Saslaw September 12, 2013 Matthew J. Jacobs David R. Woodcock Barefoot Bankhead SEC WHISTLEBLOWER RULES UNDER DODD- FRANK Presented by: Michael A. Saslaw September 12, 2013 Matthew J. Jacobs David R. Woodcock Barefoot Bankhead DODD-FRANK OVERVIEW Response to financial crisis of late-2000s.

More information

WHAT YOU NEED TO KNOW ABOUT THE SEC S WHISTLEBLOWER RULES: Regulations. Presented By Daniel J. Dunne May 18, 2012

WHAT YOU NEED TO KNOW ABOUT THE SEC S WHISTLEBLOWER RULES: Regulations. Presented By Daniel J. Dunne May 18, 2012 WHAT YOU NEED TO KNOW ABOUT THE SEC S WHISTLEBLOWER RULES: Dodd-Frank and the SEC s Whistleblower Regulations Presented By Daniel J. Dunne May 18, 2012 Dodd-Frank Wall Street Reform and Consumer Protection

More information

The SEC s Whistleblower Program

The SEC s Whistleblower Program The SEC s Whistleblower Program 31 st Annual Federal Securities Institute February 14, 2013 Christian R. Bartholomew Christian Bartholomew (202) 682-7070 / (305) 416-3763 christian.bartholomew@weil.com

More information

SEC s Whistleblower Program Under the Dodd-Frank Act

SEC s Whistleblower Program Under the Dodd-Frank Act SEC s Whistleblower Program Under the Dodd-Frank Act 2011 Chicago Chapter Annual Conference October 17, 2011 The University of Chicago The Gleacher Center Prepared by: Robert J. Wild Katten Muchin Rosenman

More information

Corporate Litigation:

Corporate Litigation: Corporate Litigation: Dodd-Frank and Whistleblower Protection: Who Qualifies? JOSEPH M. MCLAUGHLIN * SIMPSON THACHER & BARTLETT LLP AUGUST 8, 2013 Among the 2,319 pages of the Dodd-Frank Wall Street Reform

More information

SEC Announces Final Rules Implementing The Dodd- Frank Whistleblower Program

SEC Announces Final Rules Implementing The Dodd- Frank Whistleblower Program SEC Announces Final Rules Implementing The Dodd- Frank Whistleblower Program May 26, 2011 Yesterday, the SEC announced the long-awaited final rules implementing the sweeping whistleblower program included

More information

Elizabeth M. Murphy, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 USA

Elizabeth M. Murphy, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 USA December 17, 2010 Elizabeth M. Murphy, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 USA Response e- mailed to rule- comments@sec.gov RE: Response to the Securities

More information

SEC Whistleblowers/ Recent Developments and Internal Best Practices

SEC Whistleblowers/ Recent Developments and Internal Best Practices SEC Whistleblowers/ Recent Developments and Internal Best Practices Association of Corporate Counsel Eric M. Fogel March 4, 2015 SEC: The Office of the Whistleblower The U.S. Securities & Exchange Commission

More information

2015 ANNUAL REPORT TO CONGRESS ON THE. Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION

2015 ANNUAL REPORT TO CONGRESS ON THE. Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION 205 ANNUAL REPORT TO CONGRESS ON THE Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION DISCLAIMER This is a report of the Staff of the U.S. Securities and Exchange Commission. The

More information

Dodd-Frank s Whistleblower Bounty Provisions: The First Wave of Tips Filed with the SEC and What Public Companies Should Do Now

Dodd-Frank s Whistleblower Bounty Provisions: The First Wave of Tips Filed with the SEC and What Public Companies Should Do Now Dodd-Frank s Whistleblower Bounty Provisions: The First Wave of Tips Filed with the SEC and What Public Companies Should Do Now Mike Delikat, ORRICK (mdelikat@orrick.com; 212.5065230) The Dodd-Frank Act

More information

STRATEGIES FOR KEEPING A WHISTLEBLOWER IN-HOUSE. By Susan Goetz Markel

STRATEGIES FOR KEEPING A WHISTLEBLOWER IN-HOUSE. By Susan Goetz Markel STRATEGIES FOR KEEPING A WHISTLEBLOWER IN-HOUSE By Susan Goetz Markel In 2012, the Securities and Exchange Commission issued its first whistleblower award under the new program ushered in by the Dodd-Frank

More information

Whistleblower Initiatives: Implementing the SEC s Reward Program

Whistleblower Initiatives: Implementing the SEC s Reward Program Cynthia M. Krus, Partner Allegra J. Lawrence-Hardy, Partner Holly H. Smith, Partner Sutherland Asbill & Brennan LLP June 22, 2011 Whistleblower Initiatives: Implementing the SEC s Reward Program Speakers

More information

Whistleblower Provisions

Whistleblower Provisions SEC Issues Final Rules Implementing the Dodd-Frank Whistleblower Provisions SUMMARY On May 25, 2011, the Securities and Exchange Commission voted 3 to 2 to approve the final rules implementing the whistleblower

More information

The Role of Whistleblowers in Investing

The Role of Whistleblowers in Investing Big Brother is Watching: Responding to Regulatory Whistleblower Regimes Linda L. Fuerst 1. Introduction In the past several years a proliferation of whistleblower regimes has emerged, particularly in the

More information

Securities Whistleblower Incentives and Protection

Securities Whistleblower Incentives and Protection Securities Whistleblower Incentives and Protection 15 USC 78u-6 (As added by P.L. 111-203.) 15 USC 78u-6 78u-6. Securities whistleblower incentives and protection (a) Definitions. In this section the following

More information

SEC s Final Rules for Implementing Dodd-Frank Whistleblower Provisions: Important Implications for Covered Entities. May 25, 2011

SEC s Final Rules for Implementing Dodd-Frank Whistleblower Provisions: Important Implications for Covered Entities. May 25, 2011 SEC s Final Rules for Implementing Dodd-Frank Whistleblower Provisions: Important Implications for Covered Entities May 25, 2011 Today, the Securities and Exchange Commission (SEC or Commission) voted

More information

SPIES AMONG US? Understanding and Demystifying the New Dodd-Frank Whistleblower Provisions

SPIES AMONG US? Understanding and Demystifying the New Dodd-Frank Whistleblower Provisions SPIES AMONG US? Understanding and Demystifying the New Dodd-Frank Whistleblower Provisions Deborah S. Birnbach David B. Pitofsky Heidi Goldstein Shepherd December 9, 2010 1 2010 Speakers Deborah S. Birnbach

More information

SEC Whistleblower Program Handbook

SEC Whistleblower Program Handbook SEC Whistleblower Program Handbook prepared for The Securities Enforcement Forum 2015 presented at Mayflower Hotel, Washington, DC November 4, 2015 Jordan A. Thomas Labaton Sucharow LLP 140 Broadway New

More information

Key Takeaways From The SEC's Whistleblower Report

Key Takeaways From The SEC's Whistleblower Report Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com Key Takeaways From The SEC's Whistleblower Report

More information

Minimizing Your Risks Under the Dodd-Frank Whistleblower Provisions

Minimizing Your Risks Under the Dodd-Frank Whistleblower Provisions Minimizing Your Risks Under the Dodd-Frank Whistleblower Provisions Rosemary Alito Carol Elder Bruce Matt T. Morley November 11, 2010 Copyright 2010 by K&L Gates LLP. All rights reserved. Dodd-Frank Whistleblower

More information

A Risk Professional s Guide to Using the SEC Whistleblower Program to Strengthen Culture and Loyalty LGL006

A Risk Professional s Guide to Using the SEC Whistleblower Program to Strengthen Culture and Loyalty LGL006 A Risk Professional s Guide to Using the SEC Whistleblower Program to Strengthen Culture and Loyalty LGL006 Speakers: Christopher Giovino, Director, Crime and Cyber Evaluation Risk Quantification, Aon

More information

White Paper Title THE SEC WHISTLEBLOWER PROGRAM UNDER THE DODD-FRANK ACT

White Paper Title THE SEC WHISTLEBLOWER PROGRAM UNDER THE DODD-FRANK ACT THE SEC WHISTLEBLOWER PROGRAM UNDER THE DODD-FRANK ACT White Paper Title Kurt E. Wolfe, Esq. 202.857.2415 kwolfe@mcguirewoods.com Washington Square 1050 Connecticut Avenue N.W., Suite 120 Washington, D.C.

More information

Alert. SEC Proposes Rules To Implement Dodd-Frank Whistleblower Program. Securities and White Collar Litigation. November 2010

Alert. SEC Proposes Rules To Implement Dodd-Frank Whistleblower Program. Securities and White Collar Litigation. November 2010 Securities and White Collar Litigation Alert November 2010 SEC Proposes Rules To Implement Dodd-Frank Whistleblower Program On November 3, 2010, by a unanimous vote, the Securities and Exchange Commission

More information

WHISTLEBLOWER CLAIMS UNDER THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT: THE NEW LANDSCAPE. Jill L. Rosenberg Renée B.

WHISTLEBLOWER CLAIMS UNDER THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT: THE NEW LANDSCAPE. Jill L. Rosenberg Renée B. WHISTLEBLOWER CLAIMS UNDER THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT: THE NEW LANDSCAPE Jill L. Rosenberg Renée B. Phillips 1 On July 21, 2010, President Obama signed into law the Dodd-Frank

More information

Georgia Society of CPAs North Perimeter Chapter A 2015 User Guide for Employers

Georgia Society of CPAs North Perimeter Chapter A 2015 User Guide for Employers Georgia Society of CPAs North Perimeter Chapter A 2015 User Guide for Employers Presented by: AGG s Employment Law and Securities and Corporate Governance Teams February 17, 2015 How to Prepare for the

More information

Reporting misconduct

Reporting misconduct Reporting misconduct RICHARD H. GIRGENTI, CFE; MEGHAN V. MEEHAN, CAMS July 2012 Do your workers know how to report misconduct internally? Are they comfortable when doing so? Or would they more likely report

More information

Whistleblower & Retaliation Law Update. Todd D. Wozniak, Esq.

Whistleblower & Retaliation Law Update. Todd D. Wozniak, Esq. Whistleblower & Retaliation Law Update Todd D. Wozniak, Esq. Recent Trends in Claims More Statutes are Including Whistleblower and/or Retaliation Provisions, e.g., Dodd-Frank, Health Care Reform Result:

More information

The New Dodd-Frank Whistleblower Program Takes Shape as the Securities and Exchange Commission Releases Proposed Rules

The New Dodd-Frank Whistleblower Program Takes Shape as the Securities and Exchange Commission Releases Proposed Rules November 2010 / Special Alert A legal update from Dechert s White Collar and Securities Litigation Group The New Dodd-Frank Whistleblower Program Takes Shape as the Securities and Exchange Commission Releases

More information

Whistleblower Provisions of the Dodd-Frank Act. Agenda. Dodd-Frank Act 9/13/2010

Whistleblower Provisions of the Dodd-Frank Act. Agenda. Dodd-Frank Act 9/13/2010 Whistleblower Provisions of the Dodd-Frank Act Jason M. Zuckerman The Employment Law Group Law Firm Tel: 202.261.2810 Fax: 202.261.2835 jzuckerman@employmentlawgroup.com www.employmentlawgroup.com Agenda

More information

Alert Memo. SEC Proposes Rules for Whistleblower Program

Alert Memo. SEC Proposes Rules for Whistleblower Program Alert Memo NOVEMBER 5, 2010 SEC Proposes Rules for Whistleblower Program On November 3, 2010, the SEC voted unanimously to propose rules governing a whistleblower program to reward individuals who provide

More information

10 Important Aspects Of The CFTC Whistleblower Program

10 Important Aspects Of The CFTC Whistleblower Program Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com 10 Important Aspects Of The CFTC Whistleblower Program

More information

Whistleblower Claims: Are You Covered?

Whistleblower Claims: Are You Covered? Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com Whistleblower Claims: Are You Covered? Law360, New

More information

Top 10 Things You Need to Know About the SEC s Whistleblower Program Under Dodd-Frank Securities Enforcement Forum 2014 October 14, 2014

Top 10 Things You Need to Know About the SEC s Whistleblower Program Under Dodd-Frank Securities Enforcement Forum 2014 October 14, 2014 Top 10 Things You Need to Know About the SEC s Whistleblower Program Under Dodd-Frank Securities Enforcement Forum 2014 October 14, 2014 Christian R. Bartholomew Jenner & Block LLP 1099 New York Avenue,

More information

Legal Ethics: THE LAWYER S ROLE WHEN SOMETHING GOES WRONG

Legal Ethics: THE LAWYER S ROLE WHEN SOMETHING GOES WRONG THE PRACTICING LAW INSTITUTE: FINANCIAL SERVICES INDUSTRY REGULATORY COMPLIANCE & ETHICS FORUM 2014 Legal Ethics: THE LAWYER S ROLE WHEN SOMETHING GOES WRONG October 29, 2014 Lawyers As Whistleblowers

More information

VOLUME 3 NUMBER 7 JULY/AUGUST 2011

VOLUME 3 NUMBER 7 JULY/AUGUST 2011 Financial Fraud Law Report VOLUME 3 NUMBER 7 JULY/AUGUST 2011 HEADNOTE: COMPLY, COMPLY, COMPLY Steven A. Meyerowitz 589 ANTI-CORRUPTION COMPLIANCE: AVOIDING LIABILITY FOR THE ACTIONS OF THIRD PARTIES Keith

More information

Whistleblowers & Corporate Fraud Investigations

Whistleblowers & Corporate Fraud Investigations Whistleblowers & Corporate Fraud Investigations Tuesday, May 10, 2011 McGuireWoods LLP 201 N. Tryon Street, Suite 3000 Charlotte, North Carolina www.mcguirewoods.com Whistleblower Provisions of the Dodd-Frank

More information

SEC ISSUES PROPOSED RULES FOR WHISTLEBLOWER CLAIMS

SEC ISSUES PROPOSED RULES FOR WHISTLEBLOWER CLAIMS CLIENT MEMORANDUM SEC ISSUES PROPOSED RULES FOR WHISTLEBLOWER CLAIMS On November 3, 2010, the Securities and Exchange Commission proposed new rules governing whistleblower claims under Section 922 of the

More information

OSC Staff Consultation Paper 15-401. Proposed Framework for an OSC Whistleblower Program

OSC Staff Consultation Paper 15-401. Proposed Framework for an OSC Whistleblower Program OSC Staff Consultation Paper 15-401 Proposed Framework for an OSC Whistleblower Program February 3, 2015 Table of Contents 1. Summary... 1 1.1 Purpose of Consultation... 3 2. Background... 3 2.1 Why Should

More information

Talking to the Government

Talking to the Government Talking to the Government Presented by: Ashley E. Davis, Blank Rome Government Relations, LLC Christopher A. Lewis, Blank Rome LLP Hardy Vieux, Blank Rome LLP Moderated by: Jerry D. Bernstein, Blank Rome

More information

New SEC Whistleblower Rules Fall Short Overview

New SEC Whistleblower Rules Fall Short Overview November 19, 2010 New SEC Whistleblower Rules Fall Short Overview The SEC recently released its proposed rules implementing the whistleblower program established under Section 922 of the Dodd-Frank Act.

More information

Enforcement Program and the New Whistleblower Rules. June 16, 2011

Enforcement Program and the New Whistleblower Rules. June 16, 2011 The FCPA,, the SEC s Revamped Enforcement Program and the New Whistleblower Rules June 16, 2011 Today's Presenters Paul Huey-Burns Therese D. Pritchard Mark Srere 2 Topics for Discussion FCPA Enforcement:

More information

2014 ANNUAL REPORT TO CONGRESS ON THE Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION

2014 ANNUAL REPORT TO CONGRESS ON THE Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION 204 ANNUAL REPORT TO CONGRESS ON THE Dodd-Frank Whistleblower Program U.S. SECURITIES AND EXCHANGE COMMISSION DISCLAIMER This is a report of the Staff of the U.S. Securities and Exchange Commission. The

More information

Whistleblowers: Are You Prepared?

Whistleblowers: Are You Prepared? Whistleblowers: Are You Prepared? Jim Birch and Barrett Howell Monday, June 15, 2015, 4:15 p.m. Copyright 2014 by K&L Gates LLP. All rights reserved. SELECTED WHISTLEBLOWER LEGISLATION United States False

More information

FINANCIAL REFORM LEGISLATION OFFERS WHISTLEBLOWERS LUCRATIVE INCENTIVES AND ROBUST PROTECTION. Philip H. Hilder 1 Sunida A.

FINANCIAL REFORM LEGISLATION OFFERS WHISTLEBLOWERS LUCRATIVE INCENTIVES AND ROBUST PROTECTION. Philip H. Hilder 1 Sunida A. FINANCIAL REFORM LEGISLATION OFFERS WHISTLEBLOWERS LUCRATIVE INCENTIVES AND ROBUST PROTECTION Philip H. Hilder 1 Sunida A. Louangsichampa 2 The Dodd-Frank Wall Street Reform and Consumer Protection Act

More information

Subtitle B Increasing Regulatory Enforcement and Remedies

Subtitle B Increasing Regulatory Enforcement and Remedies H. R. 4173 466 activities and evaluates the effectiveness of the Ombudsman during the preceding year. The Investor Advocate shall include the reports required under this section in the reports required

More information

SECURITIES LITIGATION & REGULATION

SECURITIES LITIGATION & REGULATION Westlaw Journal Formerly Andrews Litigation Reporter SECURITIES LITIGATION & REGULATION Litigation News and Analysis Legislation Regulation Expert Commentary VOLUME 16, ISSUE 7 / AUGUST 10, 2010 Expert

More information

Whistleblower Activity Heating Up All Over

Whistleblower Activity Heating Up All Over Whistleblower Activity Heating Up All Over By Brian E. Casey Barnes & Thornburg Commercial Litigation Update, December 2014 Fiscal year 2014 has been a banner year for whistleblowers. Recent developments

More information

Alert Memo. SEC Approves New Whistleblower Program

Alert Memo. SEC Approves New Whistleblower Program Alert Memo MAY 26, 2011 SEC Approves New Whistleblower Program The SEC voted on May 25, 2011 to adopt final rules governing a whistleblower program to reward individuals who provide the agency with high-quality

More information

State Medicaid FCA - A Lawyer's Perspective

State Medicaid FCA - A Lawyer's Perspective May 15, 2012 New Law Extends Georgia False Claims Liability to Non- Medicaid Claims Significant Revisions Also Made to Existing State False Medicaid Claims Act Introduction On April 16, 2012, Georgia Governor

More information

Commodity Futures Trading Commission Commodity Whistleblower Incentives and Protection

Commodity Futures Trading Commission Commodity Whistleblower Incentives and Protection Commodity Futures Trading Commission Commodity Whistleblower Incentives and Protection (7 U.S.C. 26) i 26. Commodity whistleblower incentives and protection (a) Definitions. In this section: (1) Covered

More information

Dodd-Frank for Foreign Financial Institutions and Publicly Traded Companies in the U.S.: An Update

Dodd-Frank for Foreign Financial Institutions and Publicly Traded Companies in the U.S.: An Update Dodd-Frank for Foreign Financial Institutions and Publicly The Dodd-Frank Wall Street Reform and Consumer Protection Act ( Dodd-Frank ), which was signed into law by President Obama on July 21, 2010, launched

More information

DCAA Audits of Compliance Systems and the Implications of Changes in the False Claims Act for Universities

DCAA Audits of Compliance Systems and the Implications of Changes in the False Claims Act for Universities DCAA Audits of Compliance Systems and the Implications of Changes in the False Claims Act for Universities SCCE s Higher Education Compliance Conference Kwamina Thomas Williford Partner, Holland & Knight

More information

Alert. SEC Disclosure and Corporate Governance

Alert. SEC Disclosure and Corporate Governance June 3, 2011 Alert SEC Disclosure and Corporate Governance Dodd-Frank Update: SEC Adopts Whistleblower Rules, Changing the Landscape for Corporate Compliance Programs and Enforcement Last week, the Securities

More information

Whistleblower Laws & Internal Investigations: Tactics & Best Practices

Whistleblower Laws & Internal Investigations: Tactics & Best Practices October 2, 2012 Whistleblower Laws & Internal Investigations: Tactics & Best Practices Sue Hastings, Partner Cleveland Labor & Employment Cipriano Beredo, Partner Cleveland Corporate Finance Victor Genecin,

More information

LOS ANGELES UNIFIED SCHOOL DISTRICT Policy Bulletin

LOS ANGELES UNIFIED SCHOOL DISTRICT Policy Bulletin TITLE: NUMBER: ISSUER: Federal False Claims Act Policy DATE: August 18, 2008 Judy Elliott, Chief Academic Officer Office of the Chief Academic Officer ROUTING All Employees All Locations Non-public Service

More information

Annual Report on the Dodd-Frank Whistleblower Program. Fiscal Year 2011

Annual Report on the Dodd-Frank Whistleblower Program. Fiscal Year 2011 U.S. Securities and Exchange Commission Annual Report on the Dodd-Frank Whistleblower Program Fiscal Year 2011 This is a Report of the Staff of the U.S. Securities and Exchange Commission. The Commission

More information

ADMINISTRATIVE POLICY SECTION: CORPORATE COMPLIANCE Revised Date: 2/26/15 TITLE: FALSE CLAIMS ACT & WHISTLEBLOWER PROVISIONS

ADMINISTRATIVE POLICY SECTION: CORPORATE COMPLIANCE Revised Date: 2/26/15 TITLE: FALSE CLAIMS ACT & WHISTLEBLOWER PROVISIONS Corporate Compliance Plan AD-819-0 Reporting of Compliance Concerns & Non-retaliation AD-807-0 Compliance Training Policy CFC ADMINISTRATIVE POLICY AD-819-1 SECTION: CORPORATE COMPLIANCE Revised Date:

More information

WHISTLEBLOWING AND CONDUCTING INVESTIGATIONS. Eileen P. Kennedy Berliner Cohen

WHISTLEBLOWING AND CONDUCTING INVESTIGATIONS. Eileen P. Kennedy Berliner Cohen WHISTLEBLOWING AND CONDUCTING INVESTIGATIONS Eileen P. Kennedy Berliner Cohen 1 Topics I. New Laws Protecting Whistleblowers. II. III. IV. Other Anti-Retaliation and Whistleblower Protections. Discipline

More information

SEC Enforcement Trends Regarding Whistleblowers Post Dodd-Frank

SEC Enforcement Trends Regarding Whistleblowers Post Dodd-Frank SEC Enforcement Trends Regarding Whistleblowers Post Dodd-Frank Arnold Spencer AKIN GUMP STRAUSS HAUER & FELD November 16, 2015 akingump.com 2015 Akin Gump Strauss Hauer & Feld LLP 922 Whistleblower Protection

More information

SEC and CFTC Whistleblower Rules and Anti-Retaliation Protections

SEC and CFTC Whistleblower Rules and Anti-Retaliation Protections Chapter 41 Clifford E. Kirsch Broker-Dealer Regulation (2 nd ed.) Copyright 2011 Practising Law Institute SEC and CFTC Whistleblower Rules and Anti-Retaliation Protections John H. Sturc Partner, Gibson,

More information

"BLOWING THE WHISTLE" ON THE NEW WHISTLEBLOWER PROVISIONS OF THE DODD-FRANK ACT

BLOWING THE WHISTLE ON THE NEW WHISTLEBLOWER PROVISIONS OF THE DODD-FRANK ACT "BLOWING THE WHISTLE" ON THE NEW WHISTLEBLOWER PROVISIONS OF THE DODD-FRANK ACT Presented by: October 22, 2010 Michael J. Lombardino Associate, Labor & Employment Section Bracewell & Giuliani LLP Dodd-Frank:

More information

POLICY AND PROCEDURES MANUAL FRAUD, WASTE, AND ABUSE

POLICY AND PROCEDURES MANUAL FRAUD, WASTE, AND ABUSE Page Number: 1 of 7 TITLE: PURPOSE: FRAUD, WASTE, AND ABUSE The Harris County Hospital District implemented a Corporate Compliance Program in an effort to establish effective internal controls that promote

More information

Tax-Exempt Organizations Alert: Whistleblower Policies

Tax-Exempt Organizations Alert: Whistleblower Policies Tax-Exempt Organizations Alert: Whistleblower Policies Form 990, the annual information return form filed by public charities and other tax-exempt organizations, asks nonprofit organizations to state whether

More information

Whistleblower Provisions of the Dodd-Frank Act

Whistleblower Provisions of the Dodd-Frank Act 486 REVIEW OF BANKING & FINANCIAL LAW Vol. 31 II. Whistleblower Provisions of the Dodd-Frank Act A. Introduction Section 21F of the Securities Exchange Act of 1934, added by the Dodd-Frank Wall Street

More information

THE AMERICAN LAW INSTITUTE Continuing Legal Education Advanced Employment Law and Litigation 2015 March 26-28, 2015 Washington, D.C.

THE AMERICAN LAW INSTITUTE Continuing Legal Education Advanced Employment Law and Litigation 2015 March 26-28, 2015 Washington, D.C. 1349 THE AMERICAN LAW INSTITUTE Continuing Legal Education Advanced Employment Law and Litigation 2015 March 26-28, 2015 Washington, D.C. Whistleblower Litigation By Debra S. Katz Katz, Marshall & Banks,

More information

Doing Well by Doing the Right Thing

Doing Well by Doing the Right Thing Doing Well by Doing the Right Thing A Guide to the SEC Whistleblower Program and the New Rules that Can Lead to Rewards for Reporting Securities Violations by David J. Marshall 1 Katz, Marshall & Banks,

More information

False Claims Act and Qui Tam Lawsuits: Whistleblower Claims

False Claims Act and Qui Tam Lawsuits: Whistleblower Claims False Claims Act and Qui Tam Lawsuits: Whistleblower Claims FRAUD IS YOUR COMPANY TOO BIG TOO FALL? ENRON? enron the smartest guys in the room - Trailer.webm 2 False Claims Act Basics To state a claim,

More information

The SEC's New Whistleblower Program: What It Means for Companies and How to Respond. July 22, 2011

The SEC's New Whistleblower Program: What It Means for Companies and How to Respond. July 22, 2011 The SEC's New Whistleblower Program: What It Means for Companies and How to Respond July 22, 2011 Agenda Introduction Presentation Questions and Answers (anonymous) Slides now available on front page of

More information

The SEC s Whistleblower Program: Issues and Strategies Securities Enforcement Forum 2014 October 14, 2014

The SEC s Whistleblower Program: Issues and Strategies Securities Enforcement Forum 2014 October 14, 2014 The SEC s Whistleblower Program: Issues and Strategies Securities Enforcement Forum 2014 October 14, 2014 Christian R. Bartholomew Jenner & Block LLP 1099 New York Avenue, NW, Suite 900 Washington, DC

More information

False Claims Act CMP212

False Claims Act CMP212 False Claims Act CMP212 Colorado Access is committed to a culture of compliance in which its employees, providers, contractors, and consultants are educated and knowledgeable about their role in reporting

More information

Health Care Compliance Association 888-580-8373 www.hcca-info.org

Health Care Compliance Association 888-580-8373 www.hcca-info.org Volume Thirteen Number Eleven Published Monthly Meet Dwight Claustre, Long-time HCCA Compliance Institute enthusiast page 15 Feature Focus: Civil and criminal liability for overpayments page 26 inside

More information

MEDICAID COMPLIANCE POLICY

MEDICAID COMPLIANCE POLICY 6232 MEDICAID COMPLIANCE POLICY It is the policy of the Board of Education that all school district s practices regarding Medicaid claims for services be in compliance with all applicable federal and state

More information

Compliance & Ethics. Professional. Meet Paul J. McNulty Partner and Chair of Global Compliance, Baker and McKenzie, LLP 12 / 2010. Top stories inside

Compliance & Ethics. Professional. Meet Paul J. McNulty Partner and Chair of Global Compliance, Baker and McKenzie, LLP 12 / 2010. Top stories inside Compliance & Ethics Professional Vol. 7 / No. 6 12 / 2010 A publication of the Society of Corporate Compliance and Ethics Top stories inside 4 Integrity earns trust 6 Travelers be aware: Common threats

More information

Client Alert July 27, 2010

Client Alert July 27, 2010 Corporate Compliance North America Client Alert July 27, 2010 For additional information, please see our Dodd-Frank Wall Street Reform And Consumer Protection Act website at http://www.bakermckenzie.com/

More information

On May 25, 2011, the Securities and Exchange Commission

On May 25, 2011, the Securities and Exchange Commission Blowing the Whistle: New SEC Rules Set the Stage for Increased Reporting of Potential Securities Law Violations By Holly Smith, Allegra Lawrence-Hardy, Cynthia Krus and Lawrence Polk * Holly Smith is a

More information