What is the Dodd-Frank Act Section 922?
On July 21, 2010, the Dodd-Frank Wall Street Reform and
Consumer Protection Act ("Dodd-Frank") was enacted.
Dodd-Frank Section 922 creates a new Section 21F of the Securities
Exchange Act of 1934 that allows for monetary awards for
individuals who "blow the whistle" to the Securities and Exchange
Commission ("SEC") about violations of securities laws.
Read more here
about SEC Whistleblower Payouts and Rewards.
Dodd-Frank Anti-Retaliation Provision & Protection
contains strong anti-retaliation provisions that provide great
protection for a broad range of employees. It provides
anti-retaliation protections for employee-whistleblowers against
discharge, demotion, suspension, threats, harassment and
discrimination for: (1) providing information to the SEC in
accordance with Section 922; (2) initiating, testifying in or
assisting in an investigation or judicial or administrative action
brought by the SEC; and (3) making disclosures that are required or
protected by the Sarbanes-Oxley Act of 2002
("SOX"), the Exchange Act and any other law, rule
or regulation subject to the SEC's jurisdiction.
Read further here about
Internal Protection for Whistleblowers under the Dodd-Frank
Should a whistleblower report to the SEC under Section
The issue arises as to whether a whistleblower must report
violations to the SEC to qualify for the anti-retaliation
protections afforded under Section 922. Courts are not in
agreement over the answer to this question. Regardless, the
anti-retaliation protections depend solely on the report of a
violation, and not the SEC's successful enforcement of any reported
The scope of Section 922's anti-retaliation protections is
broad. In fact, it applies to not just public companies, but
employee-whistleblowers in non-public companies who allege a
potential violation of any securities law regulated by the SEC,
including violations of the Investment Advisors Act of 1940 by a
registered investment adviser at a private company.
Dodd-Frank v. Sarbanes Oxley: Direct or File
One benefit of the whistleblower protections under Section
922 is that such claims can be brought directly in the U.S.
district courts. Other federal laws, like SOX, require an employee
to file an administrative complaint with the U.S. Department of
Labor, Occupational Safety and Health Administration, before
bringing suit in federal court.
Dodd-Frank v. Sarbanes Oxley: Stature of Limitations
The statute of limitations for a Section 922 whistleblower
is longer than the statute of limitation provided by SOX. A Section
922 claim must be brought within six years from the date of the
violation, but can be brought within three years from the date that
"facts material to the right of action are known or reasonably
should have been known" by the employee-whistleblower. However, all
actions (whether or not known) must be brought within 10 years of
the violation. This long statute of limitations is consistent with
Congress and the SEC's intent to encourage employees to report any
such violations. In contrast, SOX requires that a plaintiff file
his or her administrative complaint no later than 180 days after
the employee-whistleblower becomes aware of the violation or the
date of the adverse act.
For further reading about the Statute of Limitations, please
Dodd-Frank v. Sarbanes Oxley: Remedies, Awards &
In addition, there are important distinctions between
Section 922 and SOX when it comes to the remedies provided.
Although both SOX and Section 922 each allow for reinstatement and
attorneys' costs and fees, Section 922 allows an award of two times
back pay, while SOX only allows for a single back pay award.
However, SOX states that a prevailing employee-whistleblower is
entitled to "all relief necessary to make the employee whole" and
further allows for "compensation for any special damages sustained
as a result of the discrimination …" In reliance on this SOX
language, some courts and administrative review boards have allowed
awards for emotional distress and damage to the
employee-whistleblower's reputation. Because Section 922 does
not contain such language, it is currently not known whether a
Section 922 plaintiff will be able to recover such
SEC Whistleblower Program Review of Year One
Contact Us To Learn More
We invite you to learn more from our
Whistleblowers, Qui Tam & False Claims Act Practice Group.
For more information or to schedule a confidential discussion about
a potential whistleblower case, please fill out
the form on the right. You can also call us at (215) 875-4699.
For further reading:
Provision of the False Claims Act
SEC Whistleblower Law and the Securities Whistleblower
Awards & Payouts
SEC Prepare for Whistleblower Payouts and Monetary Awards under
Dodd Frank Act
Section 806 of SOX protects an employee who provides information
that the employee "reasonably believes constitutes a violation" of
the enumerated laws to (1) a federal law enforcement agency or
regulatory agency, (2) a committee or member of Congress, (3) a
person with supervisory authority over the employee, or (4) a
person working for the employer who has the authority to
investigate, discover, or terminate misconduct. 18 U.S.C. §
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