Corporate Whistleblowing

The Leader in Sarbanes-Oxley and Dodd-Frank Whistleblower Defense

Orrick is a leading firm advising companies on a broad array of whistleblower issues in the post Sarbanes-Oxley era. We have played an integral role in the development of whistleblower law and have authored the leading treatise on Whistleblower defense, Corporate Whistleblowing in the Sarbanes-Oxley/Dodd-Frank Era.

Defending against whistleblower claims requires highly experienced, sophisticated and strategic counsel. Orrick lawyers have a proven and extensive track record of representing leading companies around the globe when faced with claims by whistleblowers. We have successfully defended dozens of whistleblower actions, including in some of the top precedent-setting cases addressing what constitutes “protected activity” under the Sarbanes-Oxley Act. Orrick lawyers regularly advise employers on developing effective complaint and internal reporting procedures and training, as well as investigating internal claims of wrongdoing and retaliation. We can quickly assemble a team to work with audit committees in the course of investigations of any complaint asserted by a whistleblower.

We take a cross-practice approach to craft the best strategy and defense possible, drawing on expertise from our whistleblower lawyers in employment law, SEC regulatory, securities litigation, corporate governance and ethics, as well as white collar and investigations groups.

Why Orrick

In addition to our experience and strategic and legal capabilities, we deliver enhanced value and quality in the way we price and staff work, manage projects, deploy technology and partner with our clients. We work with our clients to develop a tailored and business-focused approach to meet client objectives and provide practical solutions that are sensitive to both the needs of the business and applicable laws.

Areas of Focus

Orrick's extensive whistleblower experience includes:

  • advising multinational employers on the development of internal reporting mechanisms and compliance procedures across multiple jurisdictions;
  • internal investigations of claims of retaliation as well as the underlying wrongdoing being asserted by the whistleblower;
  • engagements by audit committees in the course of investigations of Sarbanes-Oxley and Dodd-Frank covered complaints;
  • representing employers in Sarbanes-Oxley and Dodd-Frank proceedings before regulators and in the Courts; and
  • defending companies in precedent-setting whistleblower actions in the appellate courts and drafting an amicus brief in the first Sarbanes-Oxley case to reach the U.S. Supreme Court.

Select Representative Engagements

Computers, Electronics and Semiconductors Industry

  • Orrick represented a client in a case where the plaintiff claimed that his employment was terminated before “blowing the whistle” about his former employer allegedly misrepresenting its software license renewal rates. He also claimed he was terminated for his intent to do so. Defendant denied all of plaintiff’s allegations.
  • Orrick represented a publicly traded technology company in connection with an internal investigation of a whistleblower complaint regarding an alleged insider trading scheme.

Financial Services Industry

  • Orrick represented a client in a case involving a former research analyst who brought Sarbanes-Oxley whistleblower claims in the U.S. District Court for the Southern District of New York, alleging that his employment had been terminated after he resisted pressure from the firm’s investment bankers to change the contents of a draft research report. In this case of first impression, Orrick lawyers successfully argued that the plaintiff’s claims under the Sarbanes-Oxley Act were covered by an arbitration agreement between the plaintiff and his employer. In one of the first published decisions involving a whistleblower claim under the Act, the court rejected the plaintiff’s argument that Sarbanes-Oxley whistleblower claims are exempt from mandatory arbitration and granted the firm’s motion to compel arbitration.
  • Orrick represented a client in a Sarbanes-Oxley complaint filed with the Department of Labor in which an employee alleged that his employer retaliated after he alleged that the employer was committing fraud with respect to government contracts. Orrick convinced a DOL Administrative Law Judge to dismiss the case without a hearing, a decision that was affirmed on appeal by the DOL’s Administrative Review Board.
  • Orrick represented a client in a Sarbanes-Oxley complaint in which a research analyst alleged that his employer retaliated after he participated in a regulatory investigation. Orrick lawyers successfully convinced the Department of Labor to dismiss the complaint in its entirety.
  • Orrick advised a client in connection with a threatened Sarbanes-Oxley whistleblower claim made by a senior officer of the company. Orrick successfully negotiated a resolution of the matter and avoided the filing of complaints with the Department of Labor and federal courts.
  • Orrick represented a client in a Sarbanes-Oxley whistleblower complaint filed with the U.S. Department of Labor involving a claim by an analyst who alleged that she was terminated for complaining about the company’s inflation of the price for certain collateralized debt obligations.
  • Orrick represented a client in a Sarbanes-Oxley claim at the Department of Labor involving claim of fraud connected with commission arrangements and incentives to brokers.
  • Orrick represented a client in a large-scale action asserting fraud in connection with municipal bond transactions and retaliation for whistleblowing, and obtained dismissal of these claims in a FINRA arbitration.
  • Orrick drafted an amicus brief on behalf of the Securities Industry and Financial Markets Association (SIFMA) in the first Sarbanes-Oxley case to reach the U.S. Supreme Court, addressing key questions of who is covered by the Act and the extent to which courts must give deference to the Department of Labor's interpretation of Sarbanes-Oxley.
  • Orrick represented the audit committee of a publicly traded financial company in connection with an internal investigation of a whistleblower retaliation claim.

Pharmaceutical Industry

  • Orrick represented a Fortune 500 company in one of the first cases to be filed in federal court involving Sarbanes-Oxley claims. In this case, a relatively low-level employee in a nonfinancial position claimed that his complaints about training documentation should be covered by Sarbanes-Oxley. Orrick successfully argued, both on summary judgment in the United States District Court for the Middle District of North Carolina and on appeal before the Fourth Circuit, that such complaints were not “covered” under the Sarbanes-Oxley Act, providing one of the leading precedents to date as to what constitutes protected activity under the Act.
  • Orrick represented a Fortune 500 company in multiple cases brought by a vaccine manufacturing worker who claimed that he was terminated after he complained of violations of FDA Regulations. He argued that his termination was in violation of the Sarbanes-Oxley Act and the New York State Whistleblower Statute.

Retail Industry

  • Orrick represented a client in a case where the plaintiff claimed he alerted the company to false billing practices and was terminated for that whistleblowing.

Energy Industry

  • Orrick represented a client in a Sarbanes-Oxley case in the Western District of Texas in which the plaintiff claimed that his employment was terminated for reporting alleged antitrust law violations and improper accounting practices. Orrick attorneys successfully argued that the complaint should be dismissed on a 12(b)(6) motion.
Corporate Whistleblowing in the Sarbanes-Oxley/Dodd-Frank Era

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