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Whistleblower Rules

Sarbanes-Oxley Whistleblower Provision Does Not Cover Employees of Non-Public Companies, First Circuit Rules

February 6, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Whistleblower Rules

In an important decision regarding the scope of the Sarbanes-Oxley "whistleblower" provision, the U.S. Court of Appeals for the First Circuit ruled on Friday that the provision generally does not extend to employees of non-public companies.  Lawson v. Fidelity Management & Research LLC, et al., No. 10-2240 (1st Cir. Feb. 3, 2012).  The defendants in the cases were represented by Gibson, Dunn & Crutcher LLP and Goodwin Procter LLP.

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The SEC’s Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters

August 12, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation; Whistleblower Rules

New York partner Jonathan C. Dickey and associate Brian M. Lutz are authors of “The SEC’s Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters” [PDF] published in the July/August 2011 issue of Thomson Reuters’ Securities Litigation Report.

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The Extraterritorial Application of the Dodd-Frank Whistleblower Provisions

August 1, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

Washington, D.C. partner Jason Schwartz and associate Thomas Johnson are the authors of  "The Extraterritorial Application of the Dodd-Frank Whistleblower Provisions" [PDF] published in the August 2011 issue of ALM’s Law Journal Newsletters: Employment Law Strategist.

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Coping with the New Whistleblower Rules

July 27, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

Washington, D.C. partner John Sturc, associate Molly Claflin and Palo Alto associate Joshua Dick are the authors of "Coping with the New Whistleblower Rules" [PDF] published in the June 27, 2011 issue of Compliance Reporter magazine.

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The Employee Strikes Back

July 1, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Whistleblower Rules

London partners James Cox and Selina Sagayam, and Century City associate Michael Titera are the authors of "The Employee Strikes Back" [PDF] published in the July/August 2011 issue of IFLR.

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Self-Reporting Is Getting Complicated: Balancing FINRA’s Rule 4530 and the SEC’s Whistleblowing Requirements

July 1, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Whistleblower Rules

FINRA rule 4530 will take effect on July 1, 2011. The new rule, part of FINRA’s consolidated rulebook process, adds to the reporting requirements currently found in NASD rule 3070 and New York Stock Exchange rule 351. Specifically, broker-dealers will soon be required to:  (1) notify FINRA of certain regulatory, litigation, and related events; (2) make quarterly reports of customer complaints and (3) file copies of certain criminal actions, civil complaints, and arbitration claims with FINRA. Even if rule 4530 does not mandate the reporting of a particular event, there may be occasions when a broker-dealer will still want to notify the SEC of the information in order to foreclose a characterization of "original information" under the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934.

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Webcast: The New SEC Whistleblower Rules

June 8, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

The new SEC whistleblower rules under Dodd-Frank will be finalized this week. They have significant implications for company compliance programs. Employees will be incentivized to report suspected violations directly to the SEC rather than reporting them internally, potentially setting off a flood of whistleblower claims to the SEC and undercutting company compliance programs.Gibson Dunn has formed a multidisciplinary Whistleblower Team to offer experienced, comprehensive counsel on the full range of corporate governance, enforcement, labor and litigation issues that arise under the new rules. Please join several of our lead Whistleblower Team attorneys for a review of how the new rules are likely to impact your company and the steps you should consider in response.

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SEC Adopts Final Rules Implementing Whistleblower Provisions of Dodd-Frank

May 31, 2011 | Posted by Michael Scanlon Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

On May 25, 2011, in a 3-2 vote, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) approved its final rules (“Whistleblower Rules”) to implement the whistleblower award program of Section 21F of the Securities Exchange Act of 1934, which was added by Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).  The Whistleblower Rules establish the standards and procedures the SEC will apply in awarding whistleblowers monetary compensation for providing tips about possible securities law violations that lead to successful SEC enforcement actions and make definitions which set the contours for protections of whistleblowers under the Dodd-Frank Act’s anti-retaliation provisions.  The SEC’s press release is available here:  SEC Adopts Rules to Establish Whistleblower Program.  A copy of the adopting release and the Whistleblower Rules is available here:  Final Rules.[1]

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SEC Proposes New Dodd-Frank Whistleblower Rule

November 17, 2010 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

New York partner Barry Goldsmith and Washington, D.C. partners Eugene Scalia, Amy Goodman and associate Daniel H. Ahn are the authors of "SEC Proposes New Dodd-Frank Whistleblower Rule" [PDF] published in the November 2010 issue of Insights.

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U.S. SEC Proposes and Seeks Comment on New Dodd-Frank Whistleblower Rule

November 5, 2010 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Dodd Frank; Whistleblower Rules

On November 3, 2010, the U.S. Securities and Exchange Commission ("SEC") proposed a rule to implement the new whistleblower program mandated by Section 922 of the Dodd-Frank Act.  The proposed rule establishes standards and procedures pursuant to which the SEC would reward whistleblowers who provide high quality tips to the agency that lead to successful SEC enforcement actions.  The SEC’s press release is available here: http://sec.gov/news/press/2010/2010-213.htm.  The full 181-page proposal is available at http://www.sec.gov/rules/proposed/2010/34-63237.pdf.[1]

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