We’re not a big fan of the SEC’s whistleblower rules.
They let FCPA reward seekers go straight to the government — without ever telling the boss, general counsel, chief compliance officer, internal auditors, or directors.
And they encourage employees who want to blow the whistle to snatch the company’s data, even if it’s proprietary, confidential, or privileged.
When the rules were adopted in May, we said whistleblower complaints will expose some big-time FCPA violations. But how many of the same violations would have come to light anyway? Before Dodd-Frank created the reward program, Sarbanes–Oxley had already made self-reporting of suspected violations a standard practice. Enforcement had increased ten fold in five years, making America’s antibribery regime the most robust on the planet — by a long shot. Wasn’t that good enough?
Apparently not. Which brings us to the era of Dodd-Frank.
Pursuant thereto, the SEC’s form for reporting a whistleblower complaint runs seventeen pages. Here are three (among many) of our least favorite parts:
- Describe all supporting materials in the complainant’s possession and the availability and location of any additional supporting materials not in complainant’s possession. Use additional sheets, if necessary.
- Describe how and from whom the complainant obtained the information that supports this claim. If any information was obtained from an attorney or in a communication where an attorney was present, identify such information with as much particularity as possible. In addition, if any information was obtained from a public source, identify the source with as much particularity as possible. Attach additional sheets if necessary.
- Identify with particularity any documents or other information in your submission that you believe could reasonably be expected to reveal your identity and explain the basis for your belief that your identity would be revealed if the documents were disclosed to a third party.
Download the complete SEC whistleblower complaint form here.