The D&O Diary

The D&O Diary

A PERIODIC JOURNAL CONTAINING ITEMS OF INTEREST FROM THE WORLD OF DIRECTORS & OFFICERS LIABILITY, WITH OCCASIONAL COMMENTARY

Category Archives: SOX Whistleblower

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Thinking About the Applicability of SOX Whistleblower Protection to Private Company Employees

Posted in SOX Whistleblower
Since their 2002 enactment, the whistleblower protections in Section 806 of the Sarbanes-Oxley Act have been presumed to apply only to employees of publicly traded companies. After all, the provisions are entitled “Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud.” However, in its March 4, 2014 holding in Lawson v. FMR, … Continue Reading

SEC Releases Initial Report on the Dodd-Frank Whistleblower Program

Posted in SOX Whistleblower
Even thought the SEC’s final regulations for the Dodd-Frank whistleblower program just became effective on August 12, 2011, the agency has already filed its first report on the whistleblower program. Under Section 924(d) of the Dodd Frank Act, the SEC must report annually to Congress on its activities, whistleblower complaints and the agency’s response to … Continue Reading

SEC Adopts Final Dodd-Frank Whistleblower Implementation Rules

Posted in SOX Whistleblower
On May 25, 2011, the SEC adopted the final rules implementing the whistleblower provisions of the Dodd-Frank Act. The SEC declined to propose a rule that would have required whistleblowers to report first through internal corporate compliance programs. However, the SEC adopted changes that are intended to “incentivize whistleblowers to utilize their companies’ internal compliance … Continue Reading

The Word is “Whistleblower”

Posted in SOX Whistleblower
A number of different organizations  generate annual publicity for themselves by designating a word (or words) of the year. We are not yet half way through 2011 but I am already prepared to propose my own candidate for this year’s word of the year – the word is “whistleblower.” From the provisions of the Dodd-Frank Act … Continue Reading

Why SOX Whistleblowers Lose

Posted in SOX Whistleblower, Videos
In prior posts (here and here) I have questioned whether SOX whistleblower protection is "more theoretical than real." A forthcoming study by Richard Moberly of University of Nebraska Law School entitled "Unfulfilled Expectations: An Empirical Analysis of Why Sarbanes-Oxley Whistleblowers Rarely Win" (here) takes a look at just how poorly employee whistleblowers have fared under … Continue Reading

Is SOX Discouraging Employee Whistleblowing?

Posted in SOX Whistleblower, Videos
In a prior post (here), I raised the question whether the whistleblower protection under Section 806 of the Sarbanes-Oxley Act is "more theoretical than real." A February 2007 study by Alexander Dyck of the University of Toronto, Adair Morse of the University of Michigan Business School, and Luigi Zingales of the University of Chicago entitled … Continue Reading

SOX Whistleblower’s Disclosures Lead to SEC Action

Posted in SOX Whistleblower
As The D & O Diary has previously noted (most recently here), many of the protections and benefits Congress hoped for from the Sarbanes Oxley Act’s whistleblower provisions have been slow to materialize. And there has been relatively little enforcement action or shareholder litigation arising from the revelations of SOX whistleblowers. But in one recent … Continue Reading

SOX Whistleblower Protection: More Theoretical Than Real?

Posted in SOX Whistleblower
When Congress incorporated the whistleblower provisions into the Section 806 of the Sarbanes-Oxley Act, they may have assumed that concerned individuals, secure in the statute’s protection, would now be encouraged to come forward and expose financial misdeeds at their companies. But the sad, frustrating saga of the first SOX whistleblower (see prior D & O … Continue Reading

SOX Whistleblower and FCPA Updates and Other Notes from Around the Web

Posted in Foreign Corrupt Practices Act, SOX Whistleblower
Sarbanes-Oxley Act Whistleblower Updates: In a May 31, 2006 ruling, an Administrative Review Board (ARB) of the U.S. Department of Labor has answered two important questions arising Section 806 of the Sarbanes-Oxley Act, the so-called Whistleblower provisions. (Prior D & O Diary posts regarding the Sarbanes-Oxley Whistleblower provisions can be found here and here.). First, … Continue Reading

Updates and Notes

Posted in Options Backdating, Outside Director Liability, SOX Whistleblower
Options Backdating Litigation Update: On June 19, 2006, the Kaplan Fox & Kilsheimer law firm initiated a new securities fraud class action lawsuit against Brooks Automation and several of its directors and officers, based on options backdating allegations. With the addition of the Brooks Automation lawsuit, the number of companies named in securities fraud class … Continue Reading