Supreme Court Gives SOX Whistleblower Provision Expansive Reading

7 March 2014
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Key takeaways:

  • In a significant pro-whistleblower decision, the Supreme Court in Lawson v. FMR, Inc. adopted a broad interpretation of the anti-retaliation provision of the Sarbanes-Oxley Act of 2002 (“SOX”), holding that the provision extends to protect employees of private companies that contract or subcontract with public companies.
  • The Lawson decision could have far-reaching implications for privately held entities such as investment advisors, accounting firms and law firms, who typically contract with public companies to provide a wide range of services. Employees of these privately held contractors and sub-contractors can now pursue anti-retaliation claims against their private employers under § 1514A, arguably for a broad range of potential claims, even those that may not necessarily impact shareholders of the public company for whom the contractor provides services.