The Securities and Exchange Commission’s Whistleblower Program creates a procedure for whistleblowers with knowledge of possible violations of U.S. securities laws to confidentially share their information with the SEC.
The SEC’s Whistleblower Program incentivizes whistleblowers to come forward. If the government collects money from an individual or entity, the whistleblower who came forward is entitled to an award of between 10 percent and 30 percent of the total amount recovered.
The SEC Whistleblower Program was created by Congress as a part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The program is administered by the SEC Office of the Whistleblower.
U.S. securities laws are comprehensive and complex, but some examples of common violations include:
- Misstatements or omissions in filings, press releases, financial statements, or other public filings;
- Offering fraud, like misstatements or omissions in a registration statement, prospectus, or public statements;
- Market manipulation (spoofing, wash trading, cornering, front running, pump and dump, benchmark manipulation, pinging, etc.);
- Insider trading;
- Misappropriation of securities through schemes like Ponzi or pyramid schemes;
- Foreign Corrupt Practices Act (FCPA) violations, including bribery of foreign officials or failure to maintain accurate books and records and sufficient internal controls;
- Sale or promotion of unregistered securities (including unregistered cryptocurrencies, non-fungible tokens, or stablecoins that qualify as securities); and
- Fraud, corruption, or failure to keep proper books and records by investment advisers.
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The SEC is responsible for enforcing the federal securities laws. A whistleblower can submit “original information” (not publicly available or based on independent analysis of public information not previously known to the SEC) about any possible violation of those laws.
Whistleblowers submit information to the SEC on Form TCR (Tip, Complaint, or Referral). The whistleblower can submit the information themselves but have to disclose their identity to the SEC if they do so. If a whistleblower submits their Form TCR through an attorney, they can remain anonymous if they prefer.
Either way, working with an experienced SEC whistleblower attorney can make a whistleblower’s case stronger. We help whistleblowers to develop, organize, and present their information in the most effective way possible. We can also help the whistleblower maximize their award if the SEC recovers money.
No “case” is filed in court like whistleblowers under the False Claims Act. And if the SEC declines to pursue the matter, unlike the FCA the whistleblower has no right to pursue the matter themselves.
If the SEC obtains a monetary recovery exceeding $1 million, then a whistleblower who contributed information that led to that recovery can apply for a reward. The award ranges from between 10% and 30% of the SEC’s recovery. The SEC has discretion to decide where in that range a whistleblower’s award will fall.
If a whistleblower gets an award, the percentage is not appealable. If an award is denied altogether, that decision can be appealed in federal court.
Even though the law says that whistleblowers remain confidential and defendants may not retaliate against them, sometimes wrongdoers mistreat whistleblowers for raising their concerns, working with a lawyer, or contacting the government.
SEC whistleblowers are generally protected from retaliation by their employers based on their reporting of securities law violations. Retaliation claims by a SEC whistleblower can be filed in federal court. Whistleblowers who suffer retaliation may be entitled to reinstatement (if relevant), two times back pay, and attorney’s fees.