SEC Rule 21F-17 Protecting Employee Whistleblowers: Increased Enforcement Targeting Public and Private Employers
Lessons Learned From Recent Settlements; Noncompliant Language Resulting in Record CMPs; Best Practices to Mitigate Risk

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Employment and Workers Comp
- event Date
Wednesday, February 14, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will examine the SEC's increased enforcement of Rule 21F-17, its whistleblower protection rule, against public and private employers where the agency has found that certain language in employment and separation agreements and company policies impedes employees from reporting possible securities law violations to the SEC. The panel will examine recent noteworthy employer settlements and discuss what can be learned by counsel and their clients when drafting employment agreements and policy language to mitigate risk and costly CMPs under increased SEC scrutiny.
Faculty

Ms. Adler advises boards, compensation committees, and companies on executive and director compensation matters. She is particularly experienced in working with public companies, guiding her clients at the intersection of complex securities, disclosure, tax, and governance frameworks. Ms. Adler provides extensive support to public companies each year in connection with their proxy statements for annual shareholder meetings and helps them navigate a constantly evolving disclosure landscape. She serves as a co-founder of the Executive Compensation and Securities Subgroup, an internal group that fosters cross-collaboration between intersecting practice groups within the firm.

Mr. Griffith practices primarily in the areas of whistleblower law, business competition litigation, and employment litigation. He has extensive litigation experience in cases involving whistleblower retaliation, corporate raiding, enforcing or defending covenants-not-to-compete, trade secrets and employment contracts, and interference with contract claims. Mr. Griffith has assisted employers defend against hundreds of employment discrimination, whistleblower retaliation, and wrongful termination cases. In addition, he counsels corporate clients concerning internal investigations, assists with drafting their codes of conduct, employment agreements and arbitration agreements, and provides advice and counsel regarding executive officer terminations, protecting business information, mass layoffs, and compliance with federal and state employment

Ms. Campbell is particularly recognized for her expertise and experience in whistleblower investigations and litigation including Sarbanes-Oxley and Dodd-Frank cases, complex class and collective action litigation, appellate practice, and restrictive covenant law. She has litigated single plaintiff, multi-plaintiff, and class and collective action jury and non-jury cases in federal and state courts around the country. Clients regularly seek her client-centered practical advice and innovative solutions for preventing and mitigating risk events arising in the workplace. In addition, Ms. Campbell assists clients in sensitive and complex investigations of alleged improper conduct by high-level executives and Board members. She has published numerous articles on labor and employment subjects, and has spoken to the ABA Annual Meetings, U.S. Chamber and other business groups, and at bar association and client seminars on labor and employment law issues. Ms. Campbell was inducted as a Fellow of The College of Labor and Employment Lawyers in 2004, and has served on the College’s Credentials Committee for the Eleventh Circuit, including as its Chair.
Description
Since 2015 and with greater frequency recently, the SEC has been aggressively pursuing enforcement activity against publicly traded and several private employers for violations of the SEC's whistleblower protection rule in Rule 21F-17. The SEC is finding violations in the nondisclosure language employers are using in employment agreements, separation agreements, and employment policies that "impede" employees from communicating with the SEC about possible securities laws violations.
Recent SEC enforcement activity against D.E. Shaw & Co. L.P. resulted in a settlement imposing an eye-popping $10,000,000 civil penalty against the employer for a Rule 21F-17 violation. The violation included a confidential information provision in an employment agreement prohibiting employees from voluntarily communicating with the SEC, and release language in a separation agreement requiring departing employees to warrant they have not filed any complaints with a government agency.
Another recent enforcement action involved a private employer, Monolith Resources L.L.C., resulting in a $225,000 penalty. In its press release announcing the result, the SEC indicated it will be targeting more private companies for Rule 21F-17 violations.
Listen as our expert panel examines recent notable Rule 21F-17 enforcement actions taken by the SEC against public and private employers. The panel will discuss the types of documents and offending language that resulted in costly penalties. The panel will also describe actions that may mitigate penalties in case of an investigation and best practices for employer compliance.
Outline
- Overview of SEC Rule 21F-17
- Purpose
- Covered entities
- Application to employers
- Penalties
- Recent Rule 21F-17 enforcement activity against public and private employers
- Monolith Resources L.L.C.
- D.E. Shaw & Co. LP
- CBRE Inc.
- Best practices for compliance and to mitigate penalty risk
Benefits
The panel will review these and other key issues:
- How does Rule 21F-17 apply to employers?
- What actions taken by the SEC indicate it is focusing on both public and private employers?
- How do recent settlements demonstrate the types of employer activity subject to heightened SEC scrutiny and the imposition of costly penalties?
- What language in policies and agreements should counsel and their employer clients avoid to mitigate risk of costly CMPs in case of an SEC investigation?
- What actions can employers take that may lessen the amount of penalties imposed?
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