______________________________________________________________________________ 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99230 / December 22, 2023

WHISTLEBLOWER AWARD PROCEEDING 

File No. 2024-6

______________________________________________________________________________ 

In the Matter of the Claims for Award 

in connection with 

Redacted

Notice of Covered Action 

Redacted

ORDER DETERMINING WHISTLEBLOWER AWARD CLAIMS 

The Claims Review Staff (“CRS”) issued a Preliminary Determination in connection with 

(“Covered 

Action”) recommending that: (1) (“Claimant 1”); (2) (“Claimant 

Redacted Redacted Redacted Redacted Redacted

2”); and (3) joint claimants (“Claimant 3”) and (“Claimant 4”) 

(collectively, “Joint Claimants”) all be denied whistleblower awards for the Covered Action and 

any related actions.1 Claimant 1, Claimant 2, and Joint Claimants filed timely responses 

contesting the Preliminary Determination. For the reasons discussed below, Claimant 1’s, 

Claimant 2’s, and Joint Claimants’ award claims are denied.2 

I. Background

A. The Covered Action

On 

and-desist proceedings against 

Redacted Redacted

the Commission brought the Covered Action, instituting cease-

 (“Company”). The Covered Action concerned 

1 The CRS also preliminarily determined to recommend that the award application of one other claimant be 

denied. That claimant did not submit a request for reconsideration and, as such, the Preliminary Determination with 

respect to that claimant became the Final Order of the Commission, pursuant to Rule 21F-10(f). 2 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 
violations of

 by the Company. Specifically, from in or around 

through in or around Company subsidiaries 

As a 

result, those Company subsidiaries 

When the Company 

learned of specific the Company did not either sufficiently investigate the 

allegations or sufficiently mitigate 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted

The Company also 

(“Other Agency”) that 

Redacted Redacted Redacted

relating to certain findings in the Covered Action (“Other Action”). In the Covered Action, the 

Redacted

Commission did not impose a civil penalty based upon the Company’s payment of a 

Redacted Redacted Redacted

monetary fine as part of the Other Action. Instead, in the Covered Action, the 

Company agreed to pay disgorgement of and prejudgment interest of 

for a total payment of to the Commission. 

On 

Redacted

the Office of the Whistleblower (“OWB”) posted the Notice of 

Covered Action on the Commission’s public website inviting claimants to submit whistleblower 

award applications within 90 days.3 Claimant 1, Claimant 2, and Joint Claimants filed timely 

whistleblower award claims. 

B. The Preliminary Determination as to Claimant 1

On 

Redacted

the CRS issued a Preliminary Determination4 recommending that 

Claimant 1’s claim be denied.

5

 The Preliminary Determination recommended a denial because 

Claimant 1 did not provide information that led to the successful enforcement of the Covered 

Action. While Staff reviewed the information provided by Claimant 1, the Covered Action was 

neither based, in whole or in part, on that information, nor did the information significantly 

contribute to the success of the Covered Action. 

3 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 4 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 5 The record supporting the Preliminary Determination included the declaration (“Declaration”) of one of the 

Division of Enforcement (“Enforcement”) attorneys (“Staff”) who was assigned to the investigation that led to the 

Covered Action (“Investigation”). See Exchange Act Rule 21F-12(a); 17 C.F.R. § 240.21F-12(a). 

2 
C. Claimant 1’s Response to the Preliminary Determination

Claimant 1’s reconsideration request consists of a single email sent to OWB that states: 

“I am contesting the Preliminary Decision in the [Covered Action] matter.” Claimant 1 has 

provided no explanation as to why he/she believes the Preliminary Determination was erroneous. 

D. The Preliminary Determination as to Claimant 2

On 

Redacted

the CRS issued a Preliminary Determination6 recommending that 

Claimant 2’s claim be denied for three reasons.7 First, the Preliminary Determination 

recommended a denial because Claimant 2 did not provide information that led to the successful 

enforcement of the Covered Action. Staff only received limited information from Claimant 2, 

and Staff did not have any communications with Claimant 2. None of Claimant 2’s information 

was used in, nor had any impact on, the charges brought by the Commission in the Covered 

Action. Second, the Preliminary Determination recommended a denial because Claimant 2’s 

submission of information to the Commission was not made voluntarily. Before coming forward 

to the Commission, Claimant 2 had received an inquiry from a Congressional Oversight 

Committee (“Committee”) that related to the same subject matter as Claimant 2’s later 

submission to the Commission. Third, the Preliminary Determination recommended a denial 

because Claimant 2 did not provide original information that led to the successful enforcement of 

the Covered Action because Claimant 2’s information was already known to the Commission. 

E. Claimant 2’s Response to the Preliminary Determination

In response, Claimant 2 makes several arguments. Claimant 2 states that he/she 

voluntarily provided information and supporting documentation concerning certain of the 

Company’s to in early which in turn performed 

Redacted Redacted ***

an investigation. Claimant 2 suggests that the Company only self-reported its conduct to the 

Commission after interviewed a Company executive and showed 

him/her some of the documents that Claimant 2 had provided to Claimant 

2 suggests that the documents he/she provided to led to the publication of 

an article in about the misconduct (“Article”) as well as additional follow-up articles. 

Redacted Redacted Redacted Redacted

Claimant 2 alleges that he/she was the “original source” of the Article. Claimant 2 alleges that 

because the Article caused the Commission to issue a formal order (“Formal Order”), the Article 

was significant, material, and saved Staff valuable resources during the Investigation; Claimant 2 

also alleges that the Article’s information significantly contributed to the success of the Covered 

Action. 

6 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 7 The record supporting the Preliminary Determination included the Declaration. See Exchange Act Rule 

21F-12(a); 17 C.F.R. § 240.21F-12(a). 

3 
Claimant 2 argues that the Preliminary Determination erred in finding that the TCR 

Redacted

he/she submitted to the Commission in was not made voluntarily. Claimant 2 

contends that he/she voluntarily provided original information to the Commission when the *** Redacted

Article was published, months before the Committee contacted him/her in late Claimant 2 

also states that his/her counsel first contacted the Other Agency in offering to supply 

Claimant 2’s information and cooperation. Claimant 2 allegedly made various subsequent 

attempts to provide his/her information to the Other Agency, culminating in Claimant’s 

Redacted

submission of information and supporting documentation to the Other Agency in 

Claimant 2 alleges that he/she thus satisfies Rule 21F-4(a)(2) because he/she voluntarily offered 

to provide the same information to an authority of the federal government prior to receiving a 

request, inquiry, or demand for information from the Committee. 

Claimant 2 believes that his/her claim for award was preliminarily denied because the 

Commission did not receive exhibits and discs that Claimant 2 purportedly sent to the 

Redacted

Commission in support of his/her TCR. Claimant 2 asserts that even if the 

Commission never received the exhibits and discs, it would not matter because Staff had already 

read the Article, which led to the Formal Order. Claimant 2 states that if the Commission 

received his/her TCR but then decided to take no further action in response to it, then Claimant 

2’s constitutional rights have been violated. 

Moreover, Claimant 2 argues that the materials that he/she received in response to his/her 

request for the record materials that formed the basis for the Preliminary Determination are 

insufficient. Claimant 2 has asked OWB to provide him/her with numerous additional 

documents, including, among others: the entire TCR that the CRS relied upon in issuing the 

Preliminary Determination; a copy of the TCR log regarding Claimant 2’s tip; all material that 

Redacted ***

the Company provided to the Commission from through the end of a copy of the 

Formal Order; and the other claimants’ whistleblower award applications. Claimant 2 has also 

requested that OWB dismiss the confidentiality agreement that he/she and OWB entered into 

when OWB provided Claimant 2 with the record materials. Claimant 2 asserts that this is 

necessary so that his/her and OWB’s acts and omissions can be scrutinized by government 

agencies and the general public. Claimant 2 argues that OWB has refused to make his/her claim 

for award transparent and open to public scrutiny, thereby chilling his/her First Amendment 

rights. 

Claimant 2 argues that if he/she has failed to meet any of the criteria for award eligibility 

under the whistleblower program rules (“Rules”), the Commission should invoke Rule 21F-8(a) 

to waive any non-compliance. Claimant 2 asserts that extraordinary circumstances exist due to 

the Company’s extensive retaliation against him/her, including terminating his/her employment 

and bringing suit against him/her, which has resulted in Claimant 2 suffering hardship. 

4 
In all, Claimant 2 alleges that but for his/her information: 

Redacted

(1) the Company’s misconduct

would not have been revealed through (2) the Company would not have

reported its internal investigation to the government; and (3) the government would not have 

launched investigations and brought actions against the Company for its misconduct. 

F. The Preliminary Determination as to Joint Claimants

On 

Redacted

the CRS issued a Preliminary Determination8 recommending that 

Joint Claimants’ claim be denied.9 The Preliminary Determination recommended a denial 

because Joint Claimants did not provide information that led to the successful enforcement of the 

Covered Action. While Staff reviewed the information provided by Joint Claimants, the 

Covered Action was neither based, in whole or in part, on that information, nor did the 

information significantly contribute to the success of the Covered Action. 

G. Joint Claimants’ Response to the Preliminary Determination

In response, Joint Claimants make several arguments. They allege that the Declaration 

was improperly dismissive of Claimant 3’s information because Claimant 3 submitted his/her tip 

to the Commission only after the publication of the Article. Joint Claimants state that such a 

view is mistaken, as Claimant 3 actually submitted his/her tip to the Commission several days 

before the publication of the Article; further, the tip concerned different acts of bribery than what 

was detailed in the Article. 

the course of the Investigation, including for interviews and 

persuading and arranging for other witnesses 

Joint Claimants assert that they provided extensive assistance to the Commission during 

to testify before the government. 

Redacted Redacted

Along with submitting his/her initial tip, Claimant 3 also submitted a supplemental memorandum 

to the government that contained additional information about the alleged bribery scheme. Joint 

Claimants add that they took significant risks and faced substantial hardship in coming forward 

in an 

Redacted

with their information. For instance, Claimant 3 was sued 

attempt to silence him/her, Claimant 3 was threatened with the filing of another lawsuit against 

him/her, and Claimant 3 was offered 

Redacted

for his/her silence. Joint Claimants 

state that Staff was aware of the risks being taken by Claimant 3 and repeatedly expressed 

appreciation for Claimant 3’s cooperation and assistance. 

8 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 9 The record supporting the Preliminary Determination included the Declaration. See Exchange Act Rule 

21F-12(a); 17 C.F.R. § 240.21F-12(a). 

5 
Joint Claimants maintain that the Declaration incorrectly concluded that their information 

did not advance the Investigation. They allege that such a conclusion is directly rebutted by a 

statement made by the Commission attorney who was in charge of the Investigation. Joint 

Claimants allege that this attorney remarked to Joint Claimants’ counsel that while Staff did not 

determine the amount of awards, the attorney believed that Claimant 3’s contribution as a 

whistleblower had been significant, and the attorney did not know of any reason why the 

government would not want to reward Claimant 3. 

Joint Claimants argue that they provided original information to the Commission that was 

based on their independent knowledge and independent analysis. They allege that their 

information materially added to the information already known by the Commission and 

expanded the scope of the Investigation. In this way, their information purportedly caused the 

Commission to inquire concerning different conduct as part of the Investigation and also 

significantly contributed to the success of the Covered Action. 

II. Analysis

A. Claimant 1

We deny an award to Claimant 1. To qualify for an award under Section 21F of the 

Exchange Act, a whistleblower must voluntarily provide the Commission with original 

information that leads to the successful enforcement of a covered action.10 Claimant 1 did not 

provide the Commission with such information. Because Claimant 1 does not qualify for an 

award for the Covered Action, Claimant 1 is not eligible for a related action award.11

The information that Claimant 1 provided to the Commission did not either (1) cause the 

Commission to commence an examination, open or reopen an investigation, or inquire 

concerning different conduct as part of a current Commission examination or investigation, and 

thereafter bring a successful Commission judicial or administrative action based, in whole or in 

part, on conduct that was the subject of Claimant 1’s information;12 or (2) significantly 

contribute to the success of a Commission judicial or administrative action.13 We credit the 

Declaration, provided under penalty of perjury, which stated that Staff reviewed the two tips that 

Claimant 1 submitted to the Commission. Claimant 1’s tips contained LinkedIn connections for 

10 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1). 11 A related action award may be made only if, among other things, the claimant satisfies the eligibility 

criteria for an award for the applicable covered action in the first instance. See 15 U.S.C. §78u-6(b) Exchange Act 

Rule 21F-3(b), (b)(1); Exchange Act Rule 21F-4(g) and (f); Exchange Rule 21F-11(a); Order Determining 

Whistleblower Award Claims, Release No. 34-4506 (Oct. 30, 2018); Order Determining Whistleblower Award 

Claims, Release No. 34-84503 (Oct. 30, 2018). 12 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 13 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 

6 
a former Company employee who was a witness in the Investigation as well as LinkedIn 

connections for other individuals associated with the Company. Staff found that this information 

was not useful in providing any investigative leads; the individuals identified in Claimant 1’s tips 

were either already known to Staff or not relevant to the Investigation. None of Claimant 1’s 

information helped advance the Investigation. None of Claimant 1’s information was used in, 

nor had any impact on, the charges in the Covered Action. 

B. Claimant 2

We deny an award to Claimant 2. To qualify for an award under Section 21F of the 

Exchange Act, a whistleblower must voluntarily provide the Commission with original 

information that leads to the successful enforcement of a covered action.14 Claimant 2 did not 

provide the Commission with such information. Because Claimant 2 does not qualify for an 

award for the Covered Action, Claimant 2 is not eligible for a related action award.

15

The information that Claimant 2 provided to the Commission in did not 

Redacted

either (1) cause the Commission to commence an examination, open or reopen an investigation, 

or inquire concerning different conduct as part of a current Commission examination or 

investigation, and thereafter bring a successful Commission judicial or administrative action 

based, in whole or in part, on conduct that was the subject of Claimant 2’s information;16 or 

(2) significantly contribute to the success of a Commission judicial or administrative action.17

We credit the Declaration, provided under penalty of perjury, which confirms that none of the

information provided by Claimant 2 helped advance the Investigation. None of Claimant 2’s

information was used in, nor had any impact on, the charges brought in the Covered Action.

According to the Declaration, the Investigation was not opened based upon the 

information provided by Claimant 2 directly to the Commission. Redacted Redacted Redacted

In fact, Claimant 2 did not 

Redacted

provide information to the Commission until several years after the 

Investigation was opened. Instead, in the Company self-reported possible 

violations and made certain other disclosures to Staff. In in 

Redacted Redacted

***

response to the Company’s disclosures, Staff opened a matter under inquiry (“MUI”); in 

Redacted Redacted

Staff converted the MUI to the Investigation. In 

 published the Article, its first article regarding alleged involving the 

Company’s subsidiary (“Subsidiary”). After reviewing the Article, Staff obtained the 

Formal Order. 

14 Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 15 See supra note 11. 16 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 17 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 

7 
Claimant 2 alleges that his/her information was the impetus for 

Redacted

investigation, the Article, the Company’s reporting to the Commission, the Investigation, and the ***

subsequent Covered Action. Claimant 2 asserts that beginning in early —long before the 

Company came forward to the Commission—Claimant 2 began providing information and 

documentation to about Claimant 2 

alleges that the Company only came forward to the Commission in after 

learning that was investigating and likely 

Redacted Redacted Redacted Redacted Redacted

had substantial information about the misconduct. Even if such allegations were true, there is no 

basis to credit the opening of the Investigation to Claimant 2. Rule 21F-4(b)(7)’s “lookback” 

provision18 is inapplicable here because Claimant did not directly provide any information to any 

government agency before the Article was published.19 In fact, Claimant 2 states that he/she 

only provided information—which included two discs containing relevant documents—to the 

Redacted

Other Agency for the first time in 20 

18 Under Rule 21F-4(b)(7), if a claimant provides information to another authority of the federal government, 

and then provides the same information to the Commission pursuant to Rule 21F-9 within 120 days, then for 

purposes of evaluating the award claim, the Commission will consider the claimant to have provided the information 

as of the date the claimant made the original disclosure, report or submission to the other government authority. 19 Claimant 2’s argument that he/she actually provided original information to the Commission when the 

Article was published is erroneous. What matters is the time when a claimant provides information directly to the 

Further, Claimant’s citation to Rule 21F-4(b)(1)(ii) and 21F-4(b)(5) regarding 

Commission or another authority of the federal government such as the Other Agency—not to an outside, third party 

such as 

Redacted

“original information” and being an “original source” does not change the fact that the opening of the Investigation 

cannot be credited to Claimant 2. The Rules merely recognize that for a whistleblower submission to be considered 

“original information,” it must not already be known to the Commission from any other source unless the claimant is 

the original source of the information, nor must it be exclusively derived from the news media, unless the claimant is 

a source of the information. Even if Claimant 2 was the “original source” of the information contained in the 

Article, as Claimant 2 alleges, Claimant 2 did not submit that information to the Commission until over two years 

later; by that time, Claimant 2’s submission of information did not lead to the success of the Covered Action. 

Redacted

Additionally, Claimant 2 states that when he/she provided his/her information to starting in 

early ***

Claimant 2 was not aware of the Commission’s whistleblower program, which had only recently been 

established. Claimant 2 states that he/she only became aware of the Commission’s whistleblower program 

Redacted

following conversations that Claimant 2 had with the Other Agency in Claimant 2 states that had 

the Other Agency not advised Claimant 2 about the Commission’s whistleblower program, then Claimant 2 

probably would not have submitted Claimant 2’s TCR. However, none of these purported circumstances change the 

fact that Claimant 2 is not eligible for an award. We have stated previously that a lack of awareness of the 

Commission’s whistleblower program does not rise to the level of an extraordinary circumstance under Rule 21F8(a). See, e.g., Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 72659, at 5 (July 23, 2014) 

(“Claimants have it well within their control to learn about the whistleblower program’s existence and its 

requirements . . . they simply need to visit the Commission’s web page, which prominently features the relevant 

information about the program. Their failure to do so does not warrant equitable relief . . .”). 

Claimant 2 states that his/her counsel contacted the Other Agency for the first time in 

Redacted

offering 

to make Claimant 2 and the documents he/she possessed available to the Other Agency. However, the Other 

Agency did not initially respond to counsel’s offer of assistance. According to Claimant 2, he/she did not provide 

Redacted

his/her information—including two discs containing relevant documents—to the Other Agency until 

8 

20 
In his/her request for reconsideration, Claimant 2 focuses on the TCR he/she submitted to 

the Commission and the Commission’s supposed failure to properly handle and address the TCR. 

In Claimant 2 faxed a TCR to the Commission that consisted of a fax cover 

Redacted

sheet, a cover letter, and a signed Form TCR. The cover letter indicated that Claimant 2 was 

Redacted

providing exhibits and two discs that contained documentation related to the Company’s alleged 

Redacted

Claimant 2 has indicated that these were the same discs and documents that 

Claimant 2 had provided to the Other Agency in However, the fax cover sheet 

contained a handwritten note from Claimant 2’s counsel that stated: “[t]he hardcopy with 

exhibits and discs shall be forwarded via certified mail.” This TCR submission was 

subsequently uploaded and preserved in the Commission’s Tips, Complaints, and Referrals 

System (“TCR System”). The copy of the TCR that was uploaded and preserved in the TCR 

System was the faxed TCR, which did not contain any exhibits or discs, as per Claimant 2’s 

counsel’s handwritten note. 

According to the TCR System, Claimant 2 “provided [his/her] submission via facsimile 

and refers to additional information on [discs] that have not arrived in [OWB], to date. OWB 

will upload [the discs] once they are delivered.” There is nothing in the TCR System that 

indicates whether the discs were ever received by OWB or the wider Commission.21 According 

to the Declaration, provided under penalty of perjury, while Staff received Claimant 2’s TCR and 

cover letter (i.e., the faxed TCR that was uploaded and preserved in the TCR System), Staff 

never received any of Claimant 2’s discs during the Investigation. Thus, based on the factual 

record, there is no evidence that Staff or the Commission ever received Claimant 2’s discs and 

the documents contained therein. According to the Declaration, the information that Staff did 

receive from Claimant 2 was limited, none of the information was used in, nor had any impact 

on, the charges brought by the Commission in the Covered Action, and Staff had no contact with 

Claimant 2 or his/her counsel during the Investigation. Accordingly, Claimant 2 did not provide 

any information that led to the successful enforcement of the Covered Action. 

Claimant 2’s claim must also be denied because Claimant 2’s submission of information 

to the Commission was not made voluntarily. Of relevance to Claimant 2’s claim, Rule 21F4(a)(1) specifies that in order for a claimant’s submission to be made voluntarily, the claimant 

must provide his/her submission before a request, inquiry, or demand that relates to the subject 

matter of the claimant’s submission is directed to the claimant or anyone representing the 

claimant (such as an attorney) in connection with an investigation by Congress. 

21 In 

Redacted

after the Preliminary Determination was issued, Claimant 2 submitted a declaration from 

his/her counsel which stated that on the same day that Claimant 2’s counsel faxed Claimant 2’s TCR to the 

Redacted

Commission in counsel also sent Claimant 2’s TCR, along with attachments, to OWB via “certified 

mail with return receipt”. We have considered this declaration as part of the record pursuant to Rule 21F-12(a) in 

evaluating Claimant 2’s whistleblower award claim. However, even if Claimant 2’s counsel did mail Claimant 2’s 

TCR—including attachments on discs—to OWB, there is nothing in the record indicating that this submission was 

received by OWB or Staff responsible for the Investigation that led to the Covered Action. 

9 
22 

Here, on the TCR that Claimant 2 submitted to the Commission, Claimant 2 was asked 

the following: “Have you or anyone representing you received any request, inquiry or demand 

that relates to the subject matter of your submission (i) from the SEC, (ii) in connection with an 

investigation, inspection or examination by the Public Company Accounting Oversight Board, or 

any self-regulatory organization; or (iii) in connection with an investigation by the Congress, any 

other authority of the federal government, or a state Attorney General or securities regulatory 

authority?” In response, Claimant 2 answered “yes” and stated that “[a] Congressional Oversight 

Committee contacted [Claimant 2’s] Attorney and inquired about [Claimant 2’s] knowledge of 

Redacted Redacted

the Article that set forth the involving [the Company].” Claimant 

2 has indicated that the Committee reached out to Claimant 2’s counsel in late 

Redacted Redacted ***

long before 

Claimant 2’s submission to the Commission in and even before Claimant 2’s 

purported submission to the Other Agency in Thus, Claimant 2’s submission of 

information to the Commission was not made voluntarily.22

None of Claimant 2’s other arguments change our conclusion to deny Claimant 2’s claim. 

There is no merit to Claimant 2’s suggestion that the publication of the Article—which caused 

the Commission to issue the Formal Order—and Claimant 2’s purported contributions to it 

entitle Claimant 2 to an award. As discussed previously, Claimant 2’s award claim must be 

denied because of Claimant 2’s non-compliance with the Rules as well as the fact that the 

information Claimant 2 provided to the Commission had no bearing on the advancement of the 

Investigation or the success of the Covered Action. 

Claimant 2’s argument regarding the alleged incompleteness of the record is inapposite, 

and we deny Claimant 2’s request for additional documents. The evidence in the record 

demonstrates that Claimant 2 requested and then was properly sent the record materials that 

formed the basis for the Preliminary Determination.23 Claimant 2 is not entitled to any extrarecord materials. We have appropriately considered all materials contemplated by the Rules in 

reaching our conclusion to deny Claimant 2 an award.24 Further, we conclude that OWB was 

Claimant 2 argues that reaching out and seeking to provide information to the Other Agency prior to 

receiving the request from the Committee renders his/her submission voluntary under 21F-4(a)(2). However, Rule 

21F-4(a)(2) requires the actual submission of information to another entity—not merely an offer to submit 

Redacted

information. Here, Claimant 2 concedes that his/her contact with the Other Agency in was an offer to 

provide information to the Other Agency and that Claimant 2 did not actually submit his/her information to the 

Redacted

Other Agency until 

23 The record materials included a redacted version of the Declaration—which was redacted to protect the 

confidentiality of Claimant 1 and Joint Claimants—Claimant 2’s Form WB-APP, and Claimant 2’s TCR. Because 

Claimant 2 had previously submitted the Form WB-APP and the TCR to the Commission, those documents were 

omitted from the record package that OWB sent to Claimant 2; however, the Form WB-APP and the TCR are still 

part of the record. 

24 The Rules state that the record upon which an award determination is made shall consist of sworn 

declarations provided by the relevant Commission staff, in addition to the publicly available materials related to the 

10 
correct in deciding not to dismiss the confidentiality agreement that Claimant 2 and OWB 

entered into when OWB provided Claimant 2 with the record materials. A claimant’s execution 

of a confidentiality agreement is consistent with Rule 21F-8(b)(4),25 and there is no reason to 

dismiss an agreement that was freely entered into between Claimant 2 and OWB as a 

precondition for Claimant 2 to receive the record materials in this matter. 

There is also no merit to Claimant 2’s other arguments. The record does not support a 

view that Claimant 2’s constitutional rights—including his/her rights under the First 

Amendment, the Fifth Amendment, the Fourteenth Amendment, and Claimant 2’s civil rights 

under Section 1983—have been violated, as Claimant 2 vaguely alleges. To the extent Claimant 

2 is arguing that his/her constitutional rights were violated because the Commission staff did not 

reach out to Claimant 2, the argument is without merit because Claimant 2 is not entitled under 

the Constitution to a response from the Commission. 

Claimant 2 alleges that the Company covered-up its misconduct years prior to the *** Redacted

Article—specifically, starting in —and only reported to the Commission in 

Redacted

in a disingenuous effort to receive self-reporting credit. Claimant 2 also alleges that when the 

Redacted

Company reported to the Commission, it hid additional information indicating that the 

was much more extensive than what the Company reported. However, Claimant 2’s 

arguments in this regard are merely speculative. Moreover, the Covered Action discussed in ***

detail a prior internal investigation that the Company had conducted beginning in 

Redacted

 into 

allegations of recognizing the Company’s failures to promptly take certain 

actions in response to investigative findings.26 In the Covered Action, the Commission also 

considered and took note of the Company’s extensive and robust disclosure, cooperation, and 

remedial efforts.27

Covered Action, the claimant’s tip, the claimant’s award application, and any other materials timely submitted by 

the claimant in response to the Preliminary Determination. See Exchange Act Rule 21F-12(a), 17 C.F.R. § 240.21F12(a). There is no basis to disregard Rule 21F-12(a) and expand the record to include any of the additional 

documents requested by Claimant 2. See Exchange Act Rule 21F-12(b), 17 C.F.R. § 240.21F-12(b) (“These rules 

do not entitle claimants to obtain from the Commission any materials (including any pre-decisional or internal 

deliberative process materials that are prepared exclusively to assist the Commission in deciding the claim) other 

than those listed in paragraph (a) of this section [i.e., Rule 21F 12(a)].” 

25 See Exchange Act Rule 21F-8(b)(4), 17 C.F.R. § 240.21F-8(b)(4) (“In addition to any forms required by 

these rules, the Commission may also require that you provide certain additional information. You may be required 

to: . . . (4) Enter into a confidentiality agreement in a form acceptable to [OWB], covering any non-public 

information that the Commission provides to you, and including a provision that a violation of the agreement may 

lead to your ineligibility to receive an award.”). *** Redacted

26 See Covered Action ¶¶ 

***

The Covered Action detailed several instances where the Company planned 

Redacted Redacted

to implement proper compliance and training, only to put those plans on hold or otherwise allow 

to persist even in the face of red flags and 27 See id. at ¶¶ The Covered Action credited the Company for cooperating with the Commission in a 

number of ways during the Investigation and also for implementing substantial remedial measures. 

11 
Finally, we decline to invoke Rule 21F-8(a) to waive Claimant 2’s non-compliance with 

the Rules, as such a waiver is not warranted. Under Rule 21F-8(a), “the Commission may, in its 

sole discretion, waive” any of the Rules “upon a showing of extraordinary circumstances.”28 We 

have explained that “the extraordinary circumstances exception is to be narrowly construed and 

applied only in limited circumstances.”29 Claimant 2 argues that extraordinary circumstances 

exist due to the Company’s extensive retaliation against him/her, including terminating Claimant 

2’s employment and bringing suit against him/her. Claimant 2 alleges that as a result of these 

actions, Claimant 2 and his/her family have suffered greatly and that Claimant 2 has endured 

chronic severe depression. Applying Rule 21F-8(a)’s demanding standard, we find that Claimant 

2 has not demonstrated that extraordinary circumstances exist here. Nothing about the purported 

hardships that Claimant 2 alleges to have suffered provide an excuse or justification for Claimant 

2’s non-compliance with the Rules. We therefore find it inappropriate to invoke our 

discretionary authority under Rule 21F-8(a). 

C. Joint Claimants

We deny an award to Joint Claimants. To qualify for an award under Section 21F of the 

Exchange Act, a whistleblower must voluntarily provide the Commission with original 

information that leads to the successful enforcement of a covered action.30 Joint Claimants did 

not provide the Commission with such information. Because Joint Claimants do not qualify for 

an award for the Covered Action, Joint Claimants are not eligible for a related action award.

31

The information that Joint Claimants provided to the Commission did not either (1) cause 

the Commission to commence an examination, open or reopen an investigation, or inquire 

concerning different conduct as part of a current Commission examination or investigation, and 

thereafter bring a successful Commission judicial or administrative action based, in whole or in 

part, on conduct that was the subject of Joint Claimants’ information;32 or (2) significantly 

contribute to the success of a Commission judicial or administrative action.33 We credit the 

Declaration, provided under penalty of perjury, which confirms that Joint Claimants’ information 

did not help advance the Investigation. None of Joint Claimants’ information was used in, nor 

had any impact on, the charges brought in the Covered Action. The Covered Action’s charges 

were based on information and documents obtained from the Company and from witnesses other 

than Joint Claimants and the individuals they provided to Staff for interviews. 

28 Exchange Act Rule 21F-8(a); 17 C.F.R. § 240.21F-8(a). 29 See, e.g., Order Determining Whistleblower Award Claim, Exchange Act Rel. No. 77368, 2016 WL 

1019130, at *3 (Mar. 14, 2016), pet. denied sub nom. Cerny v. SEC, 707 F. App’x 29 (2d Cir. 2017). 30 Exchange Act Section 21F(b)(1), 15 U.S.C. §78u-6(b)(1). 31 See supra note 11. 32 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 33 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 

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Redacted Redacted Redacted Redacted Redacted Redacted Redacted

Specifically, according to the Declaration, Claimant 3 submitted a tip to the Commission 

in This tip stated that Claimant 3 suspected that the Subsidiary had 

The tip acknowledged that Claimant 3 had no direct evidence of 

In Claimant 4 submitted a tip to the Commission. Claimant 4’s tip claimed that 

Claimant 4 had acted as a for the Subsidiary. 

Claimant 4 alleged that he/she had specific information related to misconduct involving the 

Redacted

Subsidiary, including personally witnessing 

In response to the receipt of each tip—which were interrelated—Staff had a number of 

telephone conversations with counsel representing Joint Claimants. Staff interviewed Joint 

Claimants as well as additional witnesses. Staff also sought information from the Company and 

other third parties in an effort to substantiate Joint Claimants’ allegations. Despite Staff’s 

substantial investigative efforts to corroborate Joint Claimants’ allegations, Staff was unable to 

Likewise, the witness interviews that Joint Claimants facilitated only related to this discrete 

topic. Because Staff could not corroborate Joint Claimants’ allegations, these allegations were 

do so. Joint Claimants’ submissions, although voluminous, only provided information relating to 

Redacted

not included in the Covered Action. Instead, the portion of the Covered Action concerning 

focused on the allegations contained in the Article. Such allegations related to 

Redacted Redacted Redacted Redacted

Given these facts, there is no merit to any of the arguments that Joint Claimants raise in 

their request for reconsideration. The timing of Joint Claimants’ submission to the Commission 

Claimants’ information about had any impact on the charges 

vis-à-vis the publication of the Article is immaterial—what is relevant is that none of Joint 

Redacted

brought in the Covered Action. Also extraneous to the determination of Joint Claimants’ award 

claim is the volume of information and documents and the amount of effort, assistance, and 

hardship that Joint Claimants alleged to have exerted, extended, and experienced in coming 

forward with their information. Because the substance and subject matter of Joint Claimants’ 

information and assistance had no bearing on the charges brought forth in the Covered Action, 

Joint Claimants did not provide the Commission with original information that led to the 

successful enforcement of a covered action. Joint Claimants’ allegation that a Commission 

attorney purportedly made statements extolling the significance of Joint Claimants’ information 

during the Investigation does not alter this conclusion. An alleged statement made by a 

Commission attorney does not constitute a legal conclusion regarding a claimant’s eligibility for 

a whistleblower award. According to the Declaration, ultimately, none of Joint Claimants’ 

information was used in, nor had any impact on, the charges brought in the Covered Action. 

Instead, as confirmed by the Declaration, the Covered Action’s charges were based on 

13 
information obtained from sources other than Joint Claimants and the individuals they identified 

as witnesses. 

III. Conclusion

Accordingly, it is hereby ORDERED that the whistleblower award applications of

Claimant 1, Claimant 2, and Joint Claimants in connection with the Covered Action be, and 

hereby are, denied. 

By the Commission. 

J. Matthew DeLesDernier 

Deputy Secretary

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