The SEC’s New Whistleblower Program:
What It Means for Companies and How to Respond

06/29/2011 02:00 p.m. - 03:15 p.m. EDT

Corporate Governance, Securities Litigation, Securities Enforcement, Corporate Finance | Capital Markets, Public Companies Counseling + Compliance, and Investigations + White Collar Defense


Click here to access the recorded webcast.

The Securities and Exchange Commission recently adopted in a 3-2 vote the much-anticipated final rules implementing the new whistleblower program established as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In adopting the final rules, the SEC “gave a nod” in the direction of providing incentives for individuals to report possible violations of the securities laws first to their employers, rather than — or before — reporting to the SEC. However, the final rules continue to provide substantial financial incentives for individuals to report directly to the SEC and bypass a company’s internal compliance process. The SEC also noted that it has fully staffed its new Whistleblower Office in the Division of Enforcement, and has funded its $450 million Investor Protection Fund to begin paying whistleblowers.

Will these rules undermine steps companies have taken to eradicate fraud on their own? The Act’s provisions leave the business community with the complex challenge of encouraging internal reporting while competing with substantial rewards offered for reporting to the government. This program will explore the ways that general counsel and their compliance teams can address, and effectively mitigate, the risks associated with the whistleblower provisions of the recently passed Dodd-Frank legislation.


  • Key changes to the whistleblower incentive provisions and rules 
  • Expanded whistleblower eligibility and enhanced whistleblower protections 
  • Examples of conduct that might prompt a whistleblower tip 
  • Reinforcing the message to employees that adherence to the securities laws is a consistent and core value 
  • Incentivizing employees to “report up” rather than “report out” 
  • Advice on how to respond when a whistleblower reports to the government 
  • Best practices in establishing a compliance program that shows the government your commitment to adequately addressing your corporate responsibility
  • How to avoid claims of retaliation


  • Steven L. Cohen
    Associate Director
    SEC Division of Enforcement
  • Randall J. Fons
    Partner and Co-Chair of the Securities Litigation, Enforcement, and White-Collar Defense Group
    Morrison & Foerster
    (former SEC Regional Director)
  • Susan Goetz Markel
    Managing Director
    (former Chief Accountant, SEC Division of Enforcement)
  • Daniel P. Westman
    Partner and Co-chair of the Employment and Labor Group
    Morrison & Foerster

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