John Marshall Global Markets Law Journal


Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act authorized the SEC to create a committee that would be responsible for promulgating and enforcing rules to reward whistleblowers. Such rewards are to be paid from the Investor Protection Fund, which is embodied in SEC Rule 21F. The whistleblower provision is meant to promote corporate whistleblowing by incentivizing the prevention of financial abuse. Critics contend, however, that the whistleblower program fails to encourage corporations to strengthen internal compliance programs; instead, corporations will put more effort into whistleblower prevention strategies in order to prevent SEC enforcement actions. SEC Rule 21F does not require whistleblowers to first utilize internal corporate compliance procedures before reporting alleged wrongdoing to the SEC; however, the SEC provides more incentives for a whistleblower who does first utilize such corporate compliance programs. Dodd-Frank supporters assert that corporations already implement legal strategy in order to prevent future enforcement actions and whistleblowing. However, with the enactment of Section 922, whistleblowing is expected to increase; therefore, advocates can expect corporations to develop and utilize more innovative whistleblower prevention strategies.