The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 24 Jun 2026 20:59:29 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Dodd-Frank Whistleblower Provision and Court’s Broad Interpretation – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Dodd-Frank Whistleblower Provision and Court’s Broad Interpretation https://corpgov.law.harvard.edu/2012/10/27/dodd-frank-whistleblower-provision-and-courts-broad-interpretation/?utm_source=rss&utm_medium=rss&utm_campaign=dodd-frank-whistleblower-provision-and-courts-broad-interpretation https://corpgov.law.harvard.edu/2012/10/27/dodd-frank-whistleblower-provision-and-courts-broad-interpretation/#comments Sat, 27 Oct 2012 14:44:33 +0000 http://blogs.law.harvard.edu/corpgov/?p=35206?d=20150113135257EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Saturday, October 27, 2012
Editor's Note:

The following post comes to us from John S. Kiernan, partner and co-chair of the litigation department at Debevoise & Plimpton LLP, and is based on a Debevoise & Plimpton client update by Jonathan R. Tuttle, Colby A. Smith, Ada Fernandez Johnson, Michael A. Janson, Jyotin Hamid and Mary Beth Hogan.

On September 25, 2012, a federal judge in Connecticut resolved an apparent tension between the anti-retaliation provision of the Dodd-Frank Act (“Dodd-Frank” or the “Act”) and the definition of “whistleblower” under that Act in a way that broadly interprets the protections afforded to employees who report issues they “reasonably believe” constitute violations of the securities laws, even where the employee has never raised the issue with the Securities and Exchange Commission (“SEC”). The decision by Judge Stefan R. Underhill in Kramer v. Trans-Lux Corp., No. 3:11-cv-01424, 2012 WL 4444820 (D. Conn. Sept. 25, 2012), appears to be the first in which a judge has allowed a whistleblower anti-retaliation claim under Dodd-Frank to proceed past the motion to dismiss stage. [1]

Under Judge Underhill’s ruling, whistleblower protection extends to all individuals who report or disclose, either internally or to the SEC, alleged violations that are “required or protected” under the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, 18 U.S.C. § 1513(e), or any other law, rule, or regulation subject to the jurisdiction of the SEC. The Kramer ruling could embolden corporate employees to claim whistleblower protection for a broad range of activities.

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