SEC Whistleblower Program - Revision history

Admin: /* The Conduct-and-Effects Test */

2025-02-13T04:00:25Z

The Conduct-and-Effects Test

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	#conduct within the United States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside the United States and involves only foreign investors; or		#conduct within the United States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside the United States and involves only foreign investors; or
	#conduct occurring outside the United States that has a foreseeable substantial effect within the United States. See [https://www.law.cornell.edu/uscode/text/15/77v 15 U.S.C. § 77v(c)]		#conduct occurring outside the United States that has a foreseeable substantial effect within the United States. See [https://www.law.cornell.edu/uscode/text/15/77v 15 U.S.C. § 77v(c)]

			=='''SEC Enforcement Action Against International Ponzi Scheme'''==
			On January 24, 2019, in [https://www.sec.gov/litigation/litreleases/2016/lr23604.htm SEC v. Scoville], the United States Court of Appeals for the Tenth Circuit held (see opinion below) that Congress, in enacting the Dodd-Frank Act’s amendments to the jurisdictional provisions of the securities laws, “undoubtedly intended that the substantive antifraud provisions should apply extraterritorially when the statutory conduct-and-effects test is satisfied.” The Tenth Circuit proceeded to apply the test to a [https://www.sec.gov/litigation/complaints/2016/comp23604.pdf $207 million international Ponzi scheme], which had 90% of its customers outside the United States. The Ponzi scheme involved the sales of investment contracts by Traffic Monsoon, LLC, whose sole owner and member is Charles Scoville. The Tenth Circuit found that the Defendant’s actions satisfied the conduct-and-effects test because:

			#The Defendant’s company was located in the United States.
			#Through his company, the Defendant created and promoted the investments over the internet while residing in the United States.
			#The servers housing the company’s website were physically located in the United States.

			The Tenth Circuit is the first Circuit Court to address the scope of the SEC’s extraterritorial enforcement authority under the Dodd-Frank Act. The opinion highlights the SEC’s expansive international reach against fraudsters. For additional analysis of the Tenth Circuit’s opinion, see a recent article in the Harvard Law School Forum on Corporate Governance and Financial Regulation, [https://corpgov.law.harvard.edu/2019/06/09/a-new-era-of-extraterritorial-sec-enforcement-actions/ A New Era of Extraterritorial SEC Enforcement Actions.] In November 2019, the U.S. Supreme Court [https://news.bloomberglaw.com/securities-law/high-court-denies-review-in-sec-fraud-extraterritoriality-case declined to review the case.]

Admin: /* International Schemes and SEC Enforcement Actions */

2025-02-13T03:56:30Z

International Schemes and SEC Enforcement Actions

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	This is known as the “conduct-and-effects” test. Courts have applied this test for over 40 years notwithstanding the fact that the federal securities acts of 1933 and 1934 did not address the extraterritorial reach of the antifraud provisions of those statutes. On June 24, 2010, the Supreme Court of the United States held in Morrison v. Nat’l Australia Bank Ltd. that the lower courts were wrong to apply the conduct-and-effects test. Then, less than a month after the Morrison decision, Congress enacted the Dodd-Frank Act, which amended the jurisdictional provisions of the federal securities acts to clearly indicate that the anti-fraud provisions apply extraterritorially when the statutory conduct-and-effects test is met.		This is known as the “conduct-and-effects” test. Courts have applied this test for over 40 years notwithstanding the fact that the federal securities acts of 1933 and 1934 did not address the extraterritorial reach of the antifraud provisions of those statutes. On June 24, 2010, the Supreme Court of the United States held in Morrison v. Nat’l Australia Bank Ltd. that the lower courts were wrong to apply the conduct-and-effects test. Then, less than a month after the Morrison decision, Congress enacted the Dodd-Frank Act, which amended the jurisdictional provisions of the federal securities acts to clearly indicate that the anti-fraud provisions apply extraterritorially when the statutory conduct-and-effects test is met.

			=='''The Conduct-and-Effects Test'''==
			Through the [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Whistleblower_Protection_Laws#Dodd-Frank_Act Dodd-Frank Act], Congress amended the federal securities laws to include the conduct-and-effects test:

			The district courts of the United States and the United States courts of any Territory shall have jurisdiction of an action or proceeding brought or instituted by the Commission or the United States alleging a violation of section 77q(a) of this title [Section 17(a) of the 1933 Securities Act] involving:

			#conduct within the United States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside the United States and involves only foreign investors; or
			#conduct occurring outside the United States that has a foreseeable substantial effect within the United States. See [https://www.law.cornell.edu/uscode/text/15/77v 15 U.S.C. § 77v(c)]

Admin: /* Awards Paid from a Deferred Prosecution Agreement or Non-Prosecution Agreement */

2025-02-13T03:53:49Z

Awards Paid from a Deferred Prosecution Agreement or Non-Prosecution Agreement

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	* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Misleading_or_Incomplete_Cybersecurity_Disclosures Misleading or Incomplete Cybersecurity Disclosures]		* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Misleading_or_Incomplete_Cybersecurity_Disclosures Misleading or Incomplete Cybersecurity Disclosures]

	==Awards Paid from a Deferred Prosecution Agreement or Non-Prosecution Agreement==		=='''Awards Paid from a Deferred Prosecution Agreement or Non-Prosecution Agreement'''==

	In September 2020, the [https://www.zuckermanlaw.com/sec-adopts-amendments-to-whistleblower-rules-that-will-strengthen-some-aspects-of-the-program-but-also-reduce-large-awards-and-limit-protection-against-retaliation/ SEC revised its whistleblower rules] to add a new paragraph (3) to existing Rule 21F-4(d) to provide that the term “administrative action” includes a deferred prosecution agreement (“DPA”) or a non-prosecution agreement (“NPA”) entered into by DOJ as well as a settlement agreement entered into by the SEC outside of the context of a judicial or administrative proceeding to address violations of the securities laws; and further that any money required to be paid in such actions will be deemed a “monetary sanction” within the meaning of Rule 21F-4(e).		In September 2020, the [https://www.zuckermanlaw.com/sec-adopts-amendments-to-whistleblower-rules-that-will-strengthen-some-aspects-of-the-program-but-also-reduce-large-awards-and-limit-protection-against-retaliation/ SEC revised its whistleblower rules] to add a new paragraph (3) to existing Rule 21F-4(d) to provide that the term “administrative action” includes a deferred prosecution agreement (“DPA”) or a non-prosecution agreement (“NPA”) entered into by DOJ as well as a settlement agreement entered into by the SEC outside of the context of a judicial or administrative proceeding to address violations of the securities laws; and further that any money required to be paid in such actions will be deemed a “monetary sanction” within the meaning of Rule 21F-4(e).

Admin: /* Securities Law Violations that Qualify for an SEC Whistleblower Award */

2025-02-13T03:53:37Z

Securities Law Violations that Qualify for an SEC Whistleblower Award

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	##made materially false statements, or provided false documents, to hinder your company’s ability to detect, investigate, or remediate the violation		##made materially false statements, or provided false documents, to hinder your company’s ability to detect, investigate, or remediate the violation

	== Securities Law Violations that Qualify for an SEC Whistleblower Award ==		== '''Securities Law Violations that Qualify for an SEC Whistleblower Award''' ==
	* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Accounting_fraud Accounting fraud]		* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Accounting_fraud Accounting fraud]
	* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Investment_fraud Investment fraud]		* [https://whistleblower-rewards-and-protections-wiki.zuckermanlaw.com/index.php/Investment_fraud Investment fraud]

Admin: /* Criteria for Determining the Amount of a Whistleblower Award */

2025-02-13T03:53:23Z

Criteria for Determining the Amount of a Whistleblower Award

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	To date, the SEC Whistleblower Office has issued approximately [https://www.zuckermanlaw.com/sp_faq/largest-sec-whistleblower-awards/ $1 billion in awards to whistleblowers.] The [/https://www.zuckermanlaw.com/sp_faq/largest-sec-whistleblower-awards/ largest SEC whistleblower awards to date] are $50 million, $39 million, and $37 million. For more information about the SEC Whistleblower Program, see the eBook [https://www.zuckermanlaw.com/sec-whistleblower-lawyers/ Tips from SEC Whistleblower Attorneys to Maximize an SEC Whistleblower Award.]		To date, the SEC Whistleblower Office has issued approximately [https://www.zuckermanlaw.com/sp_faq/largest-sec-whistleblower-awards/ $1 billion in awards to whistleblowers.] The [/https://www.zuckermanlaw.com/sp_faq/largest-sec-whistleblower-awards/ largest SEC whistleblower awards to date] are $50 million, $39 million, and $37 million. For more information about the SEC Whistleblower Program, see the eBook [https://www.zuckermanlaw.com/sec-whistleblower-lawyers/ Tips from SEC Whistleblower Attorneys to Maximize an SEC Whistleblower Award.]

	==Criteria for Determining the Amount of a Whistleblower Award==		=='''Criteria for Determining the Amount of a Whistleblower Award'''==

	Many factors affect the amount of a whistleblower award. The SEC may increase the amount of an award based on the following factors:		Many factors affect the amount of a whistleblower award. The SEC may increase the amount of an award based on the following factors:

Admin: /* SEC Whistleblower Rules */

2025-02-13T03:53:13Z

SEC Whistleblower Rules

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	In 2011, the SEC Office of the Whistleblower was created pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) to run the SEC Whistleblower Reward Program. The program offers monetary incentives to individuals who report information about violations of the federal securities laws to the SEC. '''[https://www.forbes.com/sites/realspin/2017/07/18/one-billion-reasons-why-the-sec-whistleblower-reward-program-is-effective/?sh=6b06bf9a3009#526977113009 In its short history, the SEC Whistleblower Reward Program has been extraordinarily successful in enabling the SEC root out securities fraud and protect investors.]''' To date, the SEC Office of the Whistleblower has issued more than $500 million in awards to whistleblowers.		In 2011, the SEC Office of the Whistleblower was created pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) to run the SEC Whistleblower Reward Program. The program offers monetary incentives to individuals who report information about violations of the federal securities laws to the SEC. '''[https://www.forbes.com/sites/realspin/2017/07/18/one-billion-reasons-why-the-sec-whistleblower-reward-program-is-effective/?sh=6b06bf9a3009#526977113009 In its short history, the SEC Whistleblower Reward Program has been extraordinarily successful in enabling the SEC root out securities fraud and protect investors.]''' To date, the SEC Office of the Whistleblower has issued more than $500 million in awards to whistleblowers.

	== SEC Whistleblower Rules ==		== '''SEC Whistleblower Rules''' ==

	Under the rules of the program, the SEC Office of the Whistleblower is required to issue awards to eligible whistleblowers who provide original information that leads to successful enforcement actions with total monetary sanctions in excess of $1 million. In exchange for the specific and credible tips, '''whistleblowers will receive an award of between 10% and 30% of the total monetary sanctions collected.''' The SEC considers positive and negative factors when determining an award percentage.		Under the rules of the program, the SEC Office of the Whistleblower is required to issue awards to eligible whistleblowers who provide original information that leads to successful enforcement actions with total monetary sanctions in excess of $1 million. In exchange for the specific and credible tips, '''whistleblowers will receive an award of between 10% and 30% of the total monetary sanctions collected.''' The SEC considers positive and negative factors when determining an award percentage.

Admin: /* SEC Office of the Whistleblower */

2025-02-13T03:53:05Z

SEC Office of the Whistleblower

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	Notably, FY 2021 is shaping up to be the best year in the SEC Whistleblower Program’s history. '''On October 22, 2020, the SEC issued the largest whistleblower award in the program’s history of [https://www.sec.gov/news/press-release/2020-266 $114 million]'''. In addition, according to the SEC’s 2020 [https://www.sec.gov/files/sec-2020-agency-financial-report_1.pdf Agency Report], the SEC recognized a $255 million contingent liability for potential whistleblower awards to be paid in FY 2021.		Notably, FY 2021 is shaping up to be the best year in the SEC Whistleblower Program’s history. '''On October 22, 2020, the SEC issued the largest whistleblower award in the program’s history of [https://www.sec.gov/news/press-release/2020-266 $114 million]'''. In addition, according to the SEC’s 2020 [https://www.sec.gov/files/sec-2020-agency-financial-report_1.pdf Agency Report], the SEC recognized a $255 million contingent liability for potential whistleblower awards to be paid in FY 2021.

	== SEC Office of the Whistleblower ==		== '''SEC Office of the Whistleblower''' ==

	In 2011, the SEC Office of the Whistleblower was created pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) to run the SEC Whistleblower Reward Program. The program offers monetary incentives to individuals who report information about violations of the federal securities laws to the SEC. '''[https://www.forbes.com/sites/realspin/2017/07/18/one-billion-reasons-why-the-sec-whistleblower-reward-program-is-effective/?sh=6b06bf9a3009#526977113009 In its short history, the SEC Whistleblower Reward Program has been extraordinarily successful in enabling the SEC root out securities fraud and protect investors.]''' To date, the SEC Office of the Whistleblower has issued more than $500 million in awards to whistleblowers.		In 2011, the SEC Office of the Whistleblower was created pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) to run the SEC Whistleblower Reward Program. The program offers monetary incentives to individuals who report information about violations of the federal securities laws to the SEC. '''[https://www.forbes.com/sites/realspin/2017/07/18/one-billion-reasons-why-the-sec-whistleblower-reward-program-is-effective/?sh=6b06bf9a3009#526977113009 In its short history, the SEC Whistleblower Reward Program has been extraordinarily successful in enabling the SEC root out securities fraud and protect investors.]''' To date, the SEC Office of the Whistleblower has issued more than $500 million in awards to whistleblowers.

Admin: /* SEC Whistleblower Program A Success */

2025-02-13T03:52:53Z

SEC Whistleblower Program A Success

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	'''Whistleblowers need not be U.S. citizens to be eligible for SEC whistleblower awards.''' According to the [https://www.transparency.org/en/news/corruption-perceptions-index-2017 2017 Corruption Perceptions] Index, a majority of countries are making little or no progress in ending corruption. This finding is consistent with [https://www.pwc.com/gx/en/services/forensics/economic-crime-survey.html/ PwC’s 2018 fraud survey], which reported the highest fraud levels in organizations in the past 20 years, and the [https://www.pwc.com/gx/en/services/forensics/economic-crime-survey.html/ ACFE’s 2021 fraud survey], which reported that 51% of organizations have uncovered more fraud since the pandemic and 71% of anti-fraud professionals expect the level of fraud to increase over the next year. As the SEC continues to promote worldwide public awareness of the SEC Whistleblower Program, we expect to see an increase in whistleblower tips and awards in the coming years.		'''Whistleblowers need not be U.S. citizens to be eligible for SEC whistleblower awards.''' According to the [https://www.transparency.org/en/news/corruption-perceptions-index-2017 2017 Corruption Perceptions] Index, a majority of countries are making little or no progress in ending corruption. This finding is consistent with [https://www.pwc.com/gx/en/services/forensics/economic-crime-survey.html/ PwC’s 2018 fraud survey], which reported the highest fraud levels in organizations in the past 20 years, and the [https://www.pwc.com/gx/en/services/forensics/economic-crime-survey.html/ ACFE’s 2021 fraud survey], which reported that 51% of organizations have uncovered more fraud since the pandemic and 71% of anti-fraud professionals expect the level of fraud to increase over the next year. As the SEC continues to promote worldwide public awareness of the SEC Whistleblower Program, we expect to see an increase in whistleblower tips and awards in the coming years.

	== [https://www.goingconcern.com/6-reasons-sec-whistleblower-program-successful/ SEC Whistleblower Program A Success] ==		== '''[https://www.goingconcern.com/6-reasons-sec-whistleblower-program-successful/ SEC Whistleblower Program A Success]''' ==

	The report also indicates that the '''[https://www.dandodiary.com/2020/07/articles/whistleblowers/guest-post-how-the-sec-whistleblower-program-has-changed-corporate-compliance-and-sec-enforcement/ SEC Whistleblower Program is gaining momentum]'''. In particular, the SEC Office of the Whistleblower, which first opened its doors in August 2011, has issued a majority of the whistleblower awards in the past several years:		The report also indicates that the '''[https://www.dandodiary.com/2020/07/articles/whistleblowers/guest-post-how-the-sec-whistleblower-program-has-changed-corporate-compliance-and-sec-enforcement/ SEC Whistleblower Program is gaining momentum]'''. In particular, the SEC Office of the Whistleblower, which first opened its doors in August 2011, has issued a majority of the whistleblower awards in the past several years:

Admin: /* Overview */

2025-02-13T03:52:39Z

Overview

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	== Overview ==		== '''Overview''' ==
	Under the SEC Whistleblower Program, the SEC will issue awards to whistleblowers who provide original information that leads to enforcement actions with total monetary sanctions (penalties, disgorgement, and interest) in excess of $1 million. In exchange for the valuable information, '''a whistleblower may receive an award of between 10% and 30% of the total monetary sanctions collected.'''		Under the SEC Whistleblower Program, the SEC will issue awards to whistleblowers who provide original information that leads to enforcement actions with total monetary sanctions (penalties, disgorgement, and interest) in excess of $1 million. In exchange for the valuable information, '''a whistleblower may receive an award of between 10% and 30% of the total monetary sanctions collected.'''

Admin: /* Rationale for Deeming Payments made under DPAs and NPAs as “Monetary Sanctions” */

2025-02-13T03:52:25Z

Rationale for Deeming Payments made under DPAs and NPAs as “Monetary Sanctions”

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	This proposed addition to Rule 21F-4 sought to make awards available to meritorious whistleblowers in cases where these alternative vehicles are used to address violations of law. Its premise was the same as that underlying current Rule 21F-4(d)(1) — that Congress did not intend for meritorious whistleblowers to be denied awards simply because of the procedural vehicle that the SEC (or another governmental entity) has selected to resolve an enforcement matter.		This proposed addition to Rule 21F-4 sought to make awards available to meritorious whistleblowers in cases where these alternative vehicles are used to address violations of law. Its premise was the same as that underlying current Rule 21F-4(d)(1) — that Congress did not intend for meritorious whistleblowers to be denied awards simply because of the procedural vehicle that the SEC (or another governmental entity) has selected to resolve an enforcement matter.

	== Rationale for Deeming Payments made under DPAs and NPAs as “Monetary Sanctions” ==		== '''Rationale for Deeming Payments made under DPAs and NPAs as “Monetary Sanctions”''' ==

	The September 2020 SEC release adopting [https://www.sec.gov/rules/final/2020/34-89963.pdf amendments] to the rules governing the [https://www.zuckermanlaw.com/sp_faq/sec-whistleblower-program/ SEC Whistleblower Program] explains the rationale for deeming payments made under DPAs and NPAs as “monetary sanctions” on which an award can be based:		The September 2020 SEC release adopting [https://www.sec.gov/rules/final/2020/34-89963.pdf amendments] to the rules governing the [https://www.zuckermanlaw.com/sp_faq/sec-whistleblower-program/ SEC Whistleblower Program] explains the rationale for deeming payments made under DPAs and NPAs as “monetary sanctions” on which an award can be based: