On May 25, 2011, the US Securities and Exchange Commission (the "SEC") adopted new rules to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act" or the "Act") mandate to set up a bounty program to pay awards to eligible whistleblowers reporting federal securities law violations. The rules will become effective 60 days after publication in the Federal Register.
Under the rules, persons who voluntarily provide original information to the SEC about potential violations of federal securities law that leads to successful enforcement actions in which monetary sanctions exceed US$1 million, are entitled to an award of between 10 and 30 percent of all such sanctions collected. The final rules contain changes that seek to encourage whistleblowers to report internally before turning to the SEC; however, the rules fall short of requiring mandatory internal reporting. This Alert summarizes some of the key aspects of the final rules and outlines certain practical considerations for public companies in light of the new regime.
For additional materials regarding the proposed and final rules, please click on the links below:
1) A joint comment letter to the SEC, prepared with the assistance of White & Case, suggesting modifications to the proposed rules may be found here.
2) Analysis of how the SEC addressed several notable issues raised during the comment period in the final rules may be found here.
3) A supplemental comment letter supporting the exclusion of attorney-client privileged information from whistleblower program awards may be found here.
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