One of many changes wrought by passage of the Dodd-Frank Act is that employers cannot compel potential whistleblowers to report known or suspected unlawful activity to the company before reporting such information to the Securities Exchange Commission (SEC). Employees are eligible for a bounty award from the SEC even if they do not first – or ever – report internally. The SEC’s position is that mandatory internal reporting could discourage at least some potential whistleblowers. Consistent with that position, SEC Whistleblower Rule 21F–17 provides:
No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement (other than agreements dealing with information covered by [certain sections of the rules]) with respect to such communications. (17 C.F.R. § 240.21F-17(a)) (emphasis added).
In the following video clip from a recent webinar, I discuss some of the actions employers can take to try to encourage and incentivize employees to report wrongdoing internally:
Click here to view the video.