The United States Supreme Court granted certiorari in Lawson v. FMR LLC, 670 F.3d 61 (1st Cir. 2012) cert. granted, 81 U.S.L.W. 3007 (U.S. 2013) (No. 12-3), and will consider whether an employee of a privately-held contractor or subcontractor of a public company is protected from retaliation by Section 1514A of the Sarbanes-Oxley Act (“SOX”). Section 1514A forbids a publicly traded company, a mutual fund, or “any ... contractor [or] subcontractor ... of such company [to] ... discriminate against an employee in the terms and conditions of employment because of” certain protected activity. The First Circuit held that, under Section 1514A, such contractors and subcontractors, if privately-held, may retaliate against their own employees, and are prohibited only from retaliating against employees of the public companies with which they work. The Lawson case involves two plaintiffs, both of whom filed lawsuits against former employers that are private companies providing investment management services to the Fidelity family of mutual funds. The First Circuit’s analysis first focused on whether the text of the statute clearly defines the regulated and protected classes. Fidelity argued, and the First Circuit agreed, that the statute limits the protected class to only those employees of the public company, and that the list of “officer, employee, contractor, subcontractor, or agent” denotes the members of the protected class. The First Circuit also gave strong weight to the title and caption of the statute, observing that the title “Protection for Employees of Publicly Traded Companies” is a clear signal of a narrow definition limited to employees of publicly traded companies. Further, in examining the legislative history of SOX, the First Circuit pointed to discussion only of protecting “employees of publicly traded companies,” and thus concluded that the absence of any additional language regarding contractors means that Congress did not intend to extend such protection to contractors of publicly traded companies. Finally, the First Circuit rejected any deference to agency positions under Chevron or Skidmore rules because: (1) Congress did not give authority to the SEC or to the Department of Labor to interpret the term “employee”; and (2) the definition of “employee” is not ambiguous, and thus no deference is owed.