Action and Redacted Redacted ***percent ( %) of the monetary sanctions collected in Related Action 1; (d) joint Redacted Redacted Redacted ***

percent ( ***

percent ( ***

**

percent ( **

percent ( **

***

claimants (“Claimant 5”) and (“Claimant 6”) receive a joint 

whistleblower award equal to %) of the monetary sanctions collected in the abovereferenced Covered Action and %) of the monetary sanctions collected in 

Related Action 22; and (e) Claimant (“Claimant 7”) receive a whistleblower 

award equal to %) of the monetary sanctions collected in the above-referenced 

Covered Action and %) of the monetary sanctions collected in Related Action 2. 

Redacted

The CRS also recommended the denial of the award applications from Redacted

(“Claimant 8”), and (“Claimant 10”).3 Claimants 1, 2, 3, 4, 5, and 6 

Redacted

did not contest the Preliminary Determinations. Claimants 7, 8, and 10 submitted timely 

responses contesting the Preliminary Determinations. 

After a review of the responses to the Preliminary Determinations and supplemental staff 

declarations, the CRS maintained the same recommendations with regard to Claimants 1, 2, 3, 4, 

8, 9, and 10. Based upon a review of the Rule 21F-6 factors, the CRS recommended on **

reconsideration the same % award in connection with the Covered Action and a lower award of ***

% in connection with Related Action 2 for joint Claimants 5 and 6, and the same 

***

**

% award to 

Claimant 7 in connection with the Covered Action and a higher award of % in connection with 

Related Action 2. 

For the reasons discussed below, and based upon our own independent review of the 

materials before us, we agree with the recommendations of the CRS. Accordingly, the total 

aggregate award to Claimants 1, 2, 3, 4, 5, 6, and 7 in connection with the Covered Action and 

the two Related Actions is approximately $104 million. 

We also deny the award claims of Claimants 8 and 10. 

I. Background 

A. The Covered Action 

Redacted Redacted

On the Commission instituted settled cease-and-desist proceedings against Redacted

in Redacted(the “Company”), charging the Company with 

2 The CRS recommended that Claimant 5’s and 6’s claim for an award in connection with Related Action 1 be 

denied. Because Claimants 5 and 6 did not contest the preliminary denial, the CRS’s preliminary determination as 

to the denial of a related action award in connection with Related Action 1 became the final order of the 

Commission pursuant to Exchange Act Rule 21F-11(f), 17 C.F.R. § 240.21F-11(f). 

3 The CRS also recommended the denial of Claimants 9 and 11. Claimants 9 and 11 did not contest the Preliminary 

Determinations. Accordingly, the Preliminary Determinations with respect to each became Final Orders of the 

Commission through operation of Exchange Act Rule 21F-10(f), 17 C.F.R. § 240.21F-10(f). 

2 
 

 

 

 

 

(“Territory A”), (“Territory B”)

 The Commission also alleged that within the Company’s 

(“Subsidiary”) 

in (“Territory C”) 

The Commission charged the Company with 

 The Company agreed to pay disgorgement and prejudgment interest totaling 

to settle the charges. 

On the Office of the Whistleblower posted the above-referenced Notice of 

Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted RedactedRedacted Redacted

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

award applications within 90 days.4 Claimants 1, 2, 3, 4, 5, 6, 7, 8, and 10 filed timely 

whistleblower award claims. 

B. The Related Actions 

On the (the “Other Agency”) 

with the Company arising from the same facts as 

those at issue in the Covered Action. In Related Action 1, 

 in Territory A, agreed to pay a penalty of 

In Related Action 2, 

 in Territory B, among other places, agreed to pay a penalty of

 Claimants 1, 2, 3, 4, 5, and 6 sought a related action award in 

Redacted Redacted Redacted Redacted Redacted Redacted RedactedRedacted Redacted Redacted Redacted Redacted Redacted

connection with Related Action 1, and Claimants 5, 6, 7, and 8 sought a related action award in 

connection with Related Action 2. 

C. The Preliminary Determinations 

The CRS

**

5 issued Preliminary Determinations***

***

**

6 recommending that: (a) joint Claimants 1 

and 2 receive a joint whistleblower award equal to % of the monetary sanctions collected in 

the Covered Action and % of the monetary sanctions collected in Related Action 1; 

(b) Claimant 3 receive an award equal to % of the monetary sanctions collected in the Covered 

Action and % of the monetary sanctions collected in Related Action 1; (c) Claimant 4 receive 

4 See Exchange Act Rule 21F-10(a), 17 C.F.R. § 240.21F-10(a). 

5 Rule 21F-10(d) under the Exchange Act provides that the CRS will “evaluate all timely whistleblower award 

claims submitted on Form WB-APP in accordance with the criteria set forth in these rules.” 17 C.F.R. § 240.21F10(d); see also Rule 21F-11(d). 

6 See Exchange Act Rule 21F-10(d), 17 C.F.R. § 240.21F-10(d). 

3 
 

 

an award of **

% of the monetary sanctions collected in the Covered Action and **% of the 

***

***

**

**

monetary sanctions collected in Related Action 1; (d) Claimants 5 and 6 receive a joint 

whistleblower award equal to % of the monetary sanctions collected in the Covered Action and 

% of the monetary sanctions collected in Related Action 2; and (e) Claimant 7 receive a 

whistleblower award equal to % of the monetary sanctions collected in the above-referenced 

Covered Action and % of the monetary sanctions collected in Related Action 2. The CRS also 

recommended the denial of the award claims of Claimants 8 and 10. 

The CRS recommended that Claimant 8’s and Claimant 10’s award claims be denied on 

the grounds that their information did not lead to the successful enforcement of the Covered 

Action within the meaning of Section 21F(b)(1) of the Exchange Act and Rules 21F-3(a)(3) and 

21F-4(c) because none of their information caused the Commission to (i) commence an 

examination, (ii) open or reopen an investigation, or (iii) inquire into different conduct as part of 

a current Commission examination or investigation under Rule 21F-4(c)(1) of the Exchange Act; 

or significantly contributed to the success of a Commission judicial or administrative 

enforcement action under Rule 21F-4(c)(2) of the Exchange Act. 

For Claimant 8, the CRS also stated that much of Claimant 8’s information appeared to 

be derived from Clamant 8’s employment as an attorney for Subsidiary, and that Exchange Act 

Rule 21F-4(b)(4)(i) prohibits the Commission from considering as “original information” any 

information derived from privileged attorney-client communication. The CRS noted that 

because Claimant 8’s information appeared to be subject to the attorney-client privilege, much of 

Claimant 8’s information was redacted and/or withheld by a filter team from Enforcement staff 

assigned to the investigation (“Investigation”) that led to the Covered Action. 

For Claimant 10, the CRS stated that Claimant 10 did not follow the procedures for 

anonymously submitting information to the Commission in connection with the TCR Claimant 

10 cited as the basis for his/her award claim. Rule 21F-9(c) permits an individual to 

anonymously submit information to the Commission through an attorney, but prior to the 

attorney’s submission, the individual must provide the attorney with a completed Form TCR 

signed by the individual under penalty of perjury. The CRS stated that there was no information 

in the record demonstrating that Claimant 10 provided a signed Form TCR to his/her attorney 

before the TCR on which Claimant 10 based his/her claim was submitted to the Commission. In 

addition, the CRS stated that Claimant 10 had not shown that he/she submitted any original 

information to the Commission. The CRS stated that Enforcement staff reviewed Claimant 10’s 

submission and determined that Claimant 10 did not have any first-hand knowledge of the 

alleged misconduct and thus the staff declined to interview Claimant 10. 

4 
 

 

 

 

 

 

D. Claimant 7’s Response to the Preliminary Determination 

Claimant 7 submitted a timely written response contesting the CRS’s Preliminary 

Determination.7 Among other things, Claimant 7 argues that he/she should be awarded at least 

half of the award in the Covered Action related to the misconduct in Territory B and in Related ** ***

Action 2, i.e., Claimant 7 should receive an award of at least % of the Covered Action and % 

of Related Action 2. Claimant 7 contends that without his/her internal report to the Company, 

there would have been no internal investigation of the Company’s conduct in Territory B, nor 

would the Company have self-reported about that conduct to the Commission. Claimant 7 

argues that under Rule 21F-4(c)(3), he/she is accordingly entitled to credit for “all of the 

information/results of [the Company’s Territory B] internal investigation” and that the volume of 

information Claimant 7 provided, in conjunction with the results of the Company’s internal 

investigation into misconduct in Territory B, would outweigh the value of information provided 

by Claimant 5 and Claimant 6 – and thus Claimant 7 is entitled to a larger award. 

Claimant 7 further argues that his/her award was improperly decreased because the CRS 

relied upon inaccurate declarations and the CRS did not give Claimant 7 proper credit for 

whistleblower actions he/she took. For example, Claimant 7 notes that while the staff 

declarations indicate that Claimant 7 refused to sit for an interview, in fact Claimant 7 offered to 

Redacted

be interviewed by Other Agency and Commission staff in Redactedand again in Redacted

 but neither the Other Agency nor Commission staff elected to do so. Redacted RedactedClaimant 7 provided 

an email to Other Agency staff in (forwarding a email from 

Claimant 7’s counsel to Commission and Other Agency staff) which Claimant 7’s counsel 

characterizes as “literally begging” (emphasis in original) Other Agency staff to contact 

Claimant 7 for an interview. In the email, Claimant 7’s attorneys provide social 

media profiles for “potential witnesses whose interviews might help your investigation,” 

including Claimant 7 and two other individuals. In the email, Claimant 7’s 

Redacted Redacted

counsel noted that their client “didn’t want us to directly arrange an interview with you as that 

would establish a definitive link between [him/her] and the whistleblower.” Redacted Redacted They suggested, 

“[i]f you want to talk to the whistleblower, we STRONGLY advise to 

contact directly all three people referenced in the attached email . . . and see if 

any of them (or at least one of them) would agree to be interviewed directly by you on these 

issues.” (emphasis in original). Claimant 7’s counsel provided Claimant 7’s email address in 

connection with “one of the three [social media] bio’s referenced.” 

Claimant 7 also claims, among other things, that the Preliminary Determinations 

inaccurately characterize his/her assistance to the staff when they stated that Claimant 7 “did not 

provide any subsequent meaningful assistance.” Claimant 7 notes that he/she sent an email to 

7 See Exchange Act Rule 21F-10(e), 17 C.F.R. § 240.21F-10(e). 

5 
 

 

 

 

Other Agency and Commission staff on Redacted

 approximately two weeks after 

submitting his/her TCR, containing information and a spreadsheet that supported the allegations 

of misconduct in Territory B. Claimant 7 states that he/she also assisted the Company in its 

internal investigation by sitting for an interview with the law firm conducting the Company’s 

internal investigation, and also by providing supplemental information to the Company. 

E. Claimant 8’s Response to the Preliminary Determination 

Claimant 8 submitted a timely written response contesting the Preliminary 

Determination. Redacted Claimant 8 principally argues that, as a foreign lawyer working for the 

Subsidiary in the U.S. laws of privilege did not apply to Claimant 8 and that the 

Subsidiary waived any privilege when it asked Claimant 8 to participate in an internal 

investigation as a former employee. Claimant 8 also contends that he/she had “a detailed 

discussion with [Commission staff], who agreed that I did have highly relevant, original and 

valuable information which could assist the SEC in its investigation.” Claimant 8 contends that 

he/she provided “highly relevant, original and valuable information which could assist the SEC 

in its investigation.” As part of his/her request for reconsideration, Claimant 8 attached several 

documents to his/her response, including documents relating to his/her foreign legal practice 

certificate and the law of privilege. 

F. Claimant 10’s Response to the Preliminary Determination 

Claimant 10 submitted a timely written response contesting the Preliminary 

Determination. Among other things, in his/her application for award, Claimant 10 argues that 

he/she was the “lead/organizing whistleblower” with other claimants to the Covered Action. In 

his/her response to the Preliminary Determinations, Claimant 10 claims that the attorneys 

representing other claimants “deceitfully excluded” Claimant 10 from their TCR submission and 

the attorneys “took advantage of [Claimant 10’s] ignorance in order to advance [the attorneys’] 

interests and the interests of others.” Claimant 10 also states that the attorney who submitted 

Claimant 10’s whistleblower application “deceitfully presented [himself/herself] as more than 

qualified to do the required work, but proved to be careless or just incompetent, and then [he/she] 

resigned at the most crucial point using a phony pretext as an excuse.” 

Claimant 10 also argues that one of his/her prior attorneys signed an agreement 

preventing the attorney from “doing anything without [Claimant’s] consent.” Claimant 10 

further argues that Claimant 10 “created the Case” and that he/she should receive “at least 15% 

of the award.” Claimant 10 contends that without his/her findings of misconduct, “there would 

have been no Case whatsoever.” 

Claimant 10 also argues that after submitting materials to the Commission, he/she was 

informed by OWB to submit a TCR, which he/she did. Claimant 10 states that OWB never 

6 
 

 

 

 

 

 

 

 

 

 

 

alerted him/her to any mistakes in the TCR or any other mistakes Claimant 10’s attorney may 

have made and thus never had the opportunity to “take corrective action promptly.” Claimant 10 

also argues that the Commission’s “[p]enalty is not commensurate with the violations perpetrated 

by [the Company]” and Claimant 10 asks the Commission to “re-assess the penalty against [the 

Company] and imposes [sic] the maximum amount allowed by the [law].”8 

II. Analysis 

To qualify for a whistleblower award under Section 21F of the Exchange Act, an 

individual must voluntarily provide the Commission with original information that leads to the 

successful enforcement of a covered action.

9

 Under Exchange Act Rules 21F-4(c)(1) and (2), 

respectively, the Commission will consider a claimant to have provided original information that 

led to the successful enforcement of a covered action if either: (i) the original information caused 

the staff to open an investigation “or to inquire concerning different conduct as part of a current . 

. . investigation” and the Commission brought a successful action based in whole or in part on 

conduct that was the subject of the original information;10 or (ii) the conduct was already under 

examination or investigation, and the original information “significantly contributed to the 

success of the action.”11 

In determining whether the information “significantly contributed” to the success of the 

action, the Commission will consider whether the information was “meaningful” in that it “made 

a substantial and important contribution” to the success of the covered action.12 For example, 

the Commission will consider a claimant’s information to have significantly contributed to the 

success of an enforcement action if it allowed the Commission to bring the action in significantly 

less time or with significantly fewer resources, or to bring additional successful claims or 

successful claims against additional individuals or entities.13 

8 Claimant 10 made additional submissions of material after the 60 day window to submit a response to the 

Preliminary Determinations had passed. Because those materials were not submitted in a timely manner as required 

by Rule 21F-10(e), we decline to include them in the record for this whistleblower proceeding. 

9 Exchange Act Section 21F(b)(1), 15 U.S.C. § 78u-6(b)(1). 

10 See Exchange Act Rule 21F-4(c)(1), 17 C.F.R. § 240.21F-4(c)(1). 

11 See Exchange Act Rule 21F-4(c)(2), 17 C.F.R. § 240.21F-4(c)(2). 

12 Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 90922 (Jan. 14, 2021) at 4; see also 

Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 85412 (Mar. 26, 2019) at 9. 

13 Exchange Act Rel. No. 85412 at 8-9. 

7 
 

 

 

 

A whistleblower will also be deemed to have provided original information that led to the 

successful enforcement of a covered action if the whistleblower meets all the criteria of 

Exchange Act Rule 21F-4(c)(3), which requires the following to be established: 

(1) the whistleblower reported original information through an entity’s 

internal whistleblower, legal, or compliance procedures for reporting allegations of 

possible violations of law before or at the same time the whistleblower reported them to 

the Commission; 

(2) the entity later provided the information to the Commission or provided 

results of an audit or investigation initiated in whole or in part in response to information 

the whistleblower reported to the entity; 

(3) the information the entity provided to the Commission satisfies either 

paragraph (c)(1) or (c)(2) of [Rule 21F-4]; and 

(4) the whistleblower submitted the same information to the Commission in 

accordance with the procedures set forth in Rule 21F-9 within 120 days of providing it to 

the entity.14 

A. Claimants 1 and 2 

The record on reconsideration demonstrates that Claimant 1 and 2 voluntarily provided 

original information to the Commission that led to the successful enforcement of the Covered 

Action and Related Action 1. Accordingly, Claimants 1 and 2 jointly qualify for a whistleblower 

award. 

Applying the award criteria as specified in Rule 21F-6 of the Exchange Act based on the ***

specific facts and circumstances here, we find that a joint award of % of the monetary 

sanctions collected in the Covered Action is appropriate.15 In reaching that determination with 

regard to Claimants 1 and 2, we considered that Claimants 1 and 2’s information in part caused 

the staff to open the Investigation that led to the charges addressing misconduct in Territory A, 

and Claimants 1 and 2 provided their information to the staff before Claimants 3 and 4, who also 

provided information regarding Territory A, reported their information. Claimants 1 and 2, both 

foreign nationals, also provided ongoing assistance as the Investigation progressed, making 

14 Exchange Act Rule 21F-4(c)(3), 17 C.F.R. § 240.21F-4(c)(3). 

15 In assessing the appropriate award amount, Exchange Act Rule 21F-6 provides that the Commission consider: (1) 

the significance of information provided to the Commission; (2) the assistance provided in the Commission action; 

(3) law enforcement interest in deterring violations by granting awards; (4) participation in internal compliance 

systems; (5) culpability; (6) unreasonable reporting delay; and (7) interference with internal compliance and 

reporting systems. 17 C.F.R. § 240.21F-6. 

8 
 

 

 

themselves available for multiple interviews in addition to providing documents supporting the 

allegations of misconduct. We also recognize that Claimants 1 and 2 alleged retaliation and 

other hardships due to their reporting to the Commission. 

For these same reasons, we find that a joint award of ***

% is appropriate for Claimant 1 

and 2 in connection with Related Action 1. 

B. Claimant 3 

The record on reconsideration demonstrates that Claimant 3 voluntarily provided original 

information to the Commission that led to the successful enforcement of the Covered Action and 

Related Action 1. Accordingly, Claimant 3 qualifies for a whistleblower award. 

Applying the award criteria as specified in Rule 21F-6 of the Exchange Act based on the **

specific facts and circumstances here, we find that an award of % of the monetary sanctions 

collected in the Covered Action is appropriate. In reaching that determination with regard to 

Claimant 3, we considered that although Claimant 3’s information was submitted after the 

Investigation was already open, Claimant 3, a foreign national, provided new information 

regarding misconduct in Territory A. Claimant 3 also provided ongoing assistance by appearing 

for multiple interviews with the staff and provided key documents that helped the staff advance 

the Investigation. We also recognize that Claimant 3 alleged retaliation and other hardships in 

connection to reporting to the Commission. 

For these same reasons, we find that a joint award of **

% is appropriate for Claimant 3 in 

connection with Related Action 1. 

C. Claimant 4 

The record on reconsideration demonstrates that Claimant 4 voluntarily provided original 

information to the Commission that led to the successful enforcement of the Covered Action and 

Related Action 1. Accordingly, Claimant 4 qualifies for a whistleblower award. 

Applying the award criteria as specified in Rule 21F-6 of the Exchange Act based on the **

specific facts and circumstances here, we find that an award of % of the monetary sanctions 

collected in the Covered Action and Related Action 1 is appropriate. In reaching that 

determination with regard to Claimant 4, we considered that although Claimant 4’s information 

was submitted after the Investigation was already open, Claimant 4, a foreign national, provided 

first-hand knowledge of events relating to misconduct in Territory A. Claimant 4 also provided 

ongoing assistance to the staff by providing documents and appearing for multiple interviews. 

We also recognize that Claimant 4 alleged retaliation and other hardships in connection to 

reporting to the Commission. 

9 
For these same reasons, we find that an award of **

% is appropriate for Claimant 4 in 

connection with Related Action 1. 

D. Claimants 5 and 6 

The record on reconsideration demonstrates that Claimants 5 and 6 voluntarily provided 

original information to the Commission that led to the successful enforcement of the Covered 

Action and Related Action 2. Accordingly, Claimants 5 and 6 qualify for a joint whistleblower 

award. 

Applying the award criteria as specified in Rule 21F-6 of the Exchange Act based on the **

specific facts and circumstances here, we find that a joint award of % of the monetary sanctions 

collected in the Covered Action is appropriate. In reaching that determination with regard to 

Claimant 5 and 6, we considered that, although the sanctions ordered in the Covered Action 

focused on conduct in Territory A, Claimants 5 and 6 provided information related to 

misconduct in Territory B and Territory C that assisted the staff’s investigation. In addition to 

their initial tip, Claimants 5 and 6 provided documents and lists of other potential key witnesses 

and an assessment of the potential witnesses’ likelihood of cooperating. Claimants 5 and 6 were 

also interviewed by the staff over the course of several days and provided ongoing assistance as 

the staff’s investigation continued. 

For these same reasons, we find that a joint award of ***% is appropriate for Claimants 5 

and 6 in connection with Related Action 2. 

E. Claimant 7 

The record on reconsideration demonstrates that Claimant 7 voluntarily provided original 

information that led to the successful enforcement of the Covered Action and Related Action 2 

pursuant to Rule 21F-4(c)(3). The record shows that Claimant 7 reported internally to the 

Company regarding potential misconduct in Territory B, and that within 120 days of so doing, 

Claimant 7 reported the same information to the Commission. The Company subsequently 

began an internal investigation and provided information to the Commission that led to the 

successful enforcement of the Covered Action with regard to Territory B. Accordingly, 

Claimant 7 qualifies for a whistleblower award. 

Applying the award criteria as specified in Rule 21F-6 of the Exchange Act based on the 

specific facts and circumstances here, as well as our review of Claimant 7’s response to the **

Preliminary Determinations, we find that an award of % of the monetary sanctions collected in 

the Covered Action is appropriate. The record shows that Claimant 7’s information prompted 

the Company to begin an investigation regarding misconduct in Territory B and the results of 

that investigation, plus information provided by other claimants, was the basis for the charges 

regarding Territory B. Claimant 7 is credited with having participated in the Company’s internal 

10 
 

 

 

 

 

 

 

 

 

 

 

compliance processes and the results of the Company’s internal investigation. Unlike other 

meritorious claimants in this matter, however, and unlike Claimants 5 and 6, whose information 

also concerned Territory B, Claimant 7 did not provide ongoing assistance to the staff, and 

Claimant 7 was not interviewed by the staff.16 And while Claimant 7 argues that he/she should 

receive an award at least equal to if not greater than the award of joint Claimants 5 and 6, 

because the information from Claimant 7 only related to Territory B, we decline to make such an 

award. Claimants 5 and 6 also provided information relating to misconduct in Territory C in 

addition to misconduct in Territory B, whereas Claimant 7’s information was limited to Territory 

B. Further, as noted above, Claimants 5 and 6 provided ongoing assistance to Commission staff 

and Other Agency staff and were interviewed over several days, while Claimant 7 was not **

interviewed at all. Given these factors, we find that an award of % to Claimant 7 is 

appropriate.17 

We also find that an award of ***% is appropriate for Claimant 7 in connection with 

Related Action 2. We base this award on the reasons discussed above, taking into consideration 

that Related Action 2 addressed misconduct in Territory B—about which Claimants 5, 6, and 7 

provided information—but did not address conduct in Territory C, about which Claimants 5 and 

6 but not Claimant 7 provided information. We also note that a supplemental declaration 

confirms that Claimant 7 was interviewed as part of an internal investigation by Subsidiary, and 

Subsidiary provided a summary of that information to Other Agency, which found it useful in its 

investigation. 

16 As noted above, Claimant 7 contests the statements in the Preliminary Determinations that Claimant 7 did not 

offer to be interviewed, arguing that he/she “literally begged” (emphasis in original) to be interviewed by 

Commission and Other Agency staff. Claimant 7’s support of this argument rests on emails from Claimant 7’s 

counsel to Commission and Other Agency staff, suggesting that staff interview multiple individuals but declining to 

identify which, if any, was Claimant 7. We are not persuaded by Claimant 7’s argument. In supplemental 

declarations, which we credit, Commission and Other Agency staff indicate that Claimant 7’s suggestion that the 

staff interview three individuals, one of whom might be Claimant 7, was not useful and not a reasonable means of 

accomplishing an interview nor helpful for either the Commission or the Other Agency’s investigations. Claimant 7 

also contends that he/she was interviewed by Company counsel during the internal investigation, which we also 

considered with the other facts and circumstances of Clamant 7’s provision of information. A nonprivileged, factual 

recitation of Claimant 7’s interview was provided to the staff by Company counsel; Enforcement staff confirmed 

that the recitation of Claimant 7’s interview indicated that Claimant 7 did not want to be interviewed by 

Enforcement staff, and Enforcement staff accordingly determined that further efforts to interview him/her would be 

unproductive. 

17 Claimant 7 argues in the alternative that the CRS’s recommended award to Claimants 5 and 6 and Claimant 7 in 

the Covered Action should be divided equally among the three individuals. We decline to accept this argument. 

Our whistleblower awards are allocated based on the quality of information and assistance provided by a 

whistleblower or group of joint whistleblowers using the factors set forth in Rule 21F-6, not simply on the raw 

number of whistleblowers involved. See, e.g., Exchange Act Rule 21F-6(a), 17 C.F.R. § 240.21F-6(a). 

11 
 

 

 

 

 

F. Claimant 8 

Claimant 8 does not qualify for a whistleblower award. Because significant portions of 

the information submitted by Claimant 8 appeared to be derived from his/her employment as an 

attorney for Subsidiary, the TCR and subsequent information Claimant 8 submitted was deemed 

potentially privileged by an Enforcement filter team and either redacted or withheld from 

investigative staff. 

Accordingly, Claimant 8’s information did not cause the staff to open the Investigation or 

to inquire concerning different conduct, nor did it significantly contribute to the Investigation. 

Claimant 8’s contention in his/her response to the Preliminary Determinations that his/her 

information is not privileged is not relevant—the staff did not review significant portions of 

Claimant 8’s information and thus Claimant 8’s information did not lead to the success of the 

Covered Action. As to Claimant 8’s contention in his/her response that staff said Claimant 8’s 

information was “highly relevant” and “valuable,” staff indicated in a supplemental declaration, 

which we credit, that while the staff spoke briefly with Claimant 8, the purpose of the 

conversation was to determine the nature of Claimant 8’s employment responsibilities at 

Subsidiary. When the staff learned of Claimant 8’s role as an in-house counsel, the staff ceased 

the conversation so as not to infringe upon any attorney-client communication.18 

For these reasons, Claimant 8 is not eligible for an award. 

G. Claimant 10 

Claimant 10 does not qualify for an award. The requirement of Exchange Act Rule 21F9 to submit a tip in the prescribed manner on Form TCR serves important functions and is 

critical to the trackability, management, and reliability of tips.

19 Rule 21F-9(b) requires that for 

a claimant to be eligible for an award, the claimant must declare “under penalty of perjury at the 

time you submit your information . . . that your information is true and correct to the best of your 

18 Claimant 8 also argues that his/her information was not privileged. Because Claimant 8’s information was 

withheld from investigative staff based on a belief that it was potentially privileged, investigative staff did not 

review significant portions of it. As a result, whether or not it was privileged, the information did not lead to the 

success of the Covered Action. 

19 See Order Determining Whistleblower Award Claims, Exchange Act Rel. No. 94398 (March 11, 2022) at 3 (“The 

programmatic purposes of requiring whistleblowers to submit their information on Form TCR or through the online 

TCR portal include: allowing the Commission to promptly determine whether an individual who submits 

information is subject to heightened whistleblower confidentiality protections; helping the staff efficiently process 

the information and other documentation provided by the individual and assess its potential credibility; and assisting 

the Commission in eventually evaluating the individual’s potential entitlement to an award. Also, by submitting a 

tip on Form TCR, the submitter declares under penalty of perjury that the information is true and correct to the best 

of the submitter’s knowledge and belief. A tip that bypasses the TCR System may not contain the sworn declaration 

under penalty of perjury as to the veracity of the information.”). 

12 
 

 

 

 

 

 

 

knowledge and belief.” Rule 21F-9(c) requires that for anonymous submitters, “[p]rior to your 

attorney’s submission, you must provide your attorney with a completed Form TCR that you 

have signed under penalty of perjury.” And when the attorney makes the anonymous 

submission, the attorney is required to certify that the attorney has verified the submitter’s 

identity, reviewed the Form TCR for completeness and accuracy, and obtained the claimant’s 

“non-waiveable consent to provide the Commission with your original completed and signed 

Form TCR in the event that the Commission requests it.” 

Claimant 10 does not meet this requirement. Claimant 10 relies upon the 

submission of a TCR (the “First TCR”) as the basis for his/her award application. The First TCR 

lists two anonymous whistleblowers and one “corroborating witness”; Claimant 10 does not 

claim to be any of those individuals, and when asked by OWB, Claimant 10 did not provide a 

copy of the First TCR signed under penalty of perjury. Under this threshold requirement, 

Claimant 10 does not meet the definition of a whistleblower. Claimant 10’s response to the 

Preliminary Determinations does not support a finding to the contrary. 

Redacted

In addition, Claimant 10’s information did not lead to the success of the Covered Action. 

Because Claimant 10 was not identified in the First TCR, Claimant 10 was unknown to the staff 

until Claimant 10 submitted another TCR over one year later (the “Second TCR”) claiming to be 

the “lead/organizing whistleblower” of the First TCR. The record shows that the staff 

determined that Claimant 10 did not have first-hand knowledge of the conduct alleged in the 

First TCR and did not interview Claimant 10 during the Investigation.20 Nor did the staff find 

the Second TCR to be helpful for its investigation. Accordingly, Claimant 10’s information did 

not cause the staff to open the Investigation or to inquire concerning different conduct, nor did it 

significantly contribute to the Investigation.21 

20 The record also does not show that Claimant 10 provided original information to the Commission. Original 

information may be based on either independent knowledge or independent analysis. Claimant 10 does not indicate 

what nonpublic information he/she gathered or contributed to the First TCR. Claimant 10 similarly does not show 

what independent analysis he/she provided. While Claimant 10 argues that he/she spent significant time researching 

and investigating misconduct in Territory A, Claimant 10 does not provide evidence showing how that research 

impacted the First TCR or the Covered Action. Nor does Claimant 10 show how the information “bridge[d] the 

gap” between the publicly available information and the potential violations of the federal securities laws. See 

Whistleblower Rules Amendments Adopting Release, 85 Fed. Reg. 70898, 70928 (Nov. 5, 2020) (discussing 

independent analysis). Furthermore, Claimant 10’s Second TCR did not provide any substantive additional 

information and referred back to the First TCR. 

21 We are not persuaded by other arguments in Claimant 10’s response to the Preliminary Determinations. The 

record does not support the contention that Claimant 10 was wrongfully excluded from the First TCR. Declarations 

from the submitters of the First TCR state that Claimant 10 provided no information that was used in the First TCR. 

Claimant 10 also argues in his/her response to the Preliminary Determinations that Claimant 10 was told by 

Claimant 10’s former attorney that “only persons can be whistleblowers, and not legal entities.” Claimant 10’s 

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For these reasons, Claimant 10 is not eligible for an award. 

III. Conclusion

***

***

**

Accordingly, it is hereby ORDERED that (1) joint Claimants 1 and 2 receive a joint

**

whistleblower award equal to % of the monetary sanctions collected in the Covered Action 

and % of the monetary sanctions collected in Related Action 1; (b) Claimant 3 receive an 

award equal to % of the monetary sanctions collected in the Covered Action and % of the **

monetary sanctions collected in Related Action 1; (c) Claimant 4 receive an award equal to **% 

of the monetary sanctions collected in the Covered Action and % of the monetary sanctions 

collected in Related Action 1; (d) joint claimants Claimant 5 and Claimant 6 receive a joint 

***

***

**

**

whistleblower award equal to % of the monetary sanctions collected in the above-referenced 

Covered Action and % of the monetary sanctions collected in Related Action 2; and (e) 

Claimant 7 receive a whistleblower award equal to % of the monetary sanctions collected in the 

above-referenced Covered Action and % of the monetary sanctions collected in Related 

Action 2. 

It is further ORDERED that Claimant 8’s and Claimant 10’s whistleblower award 

applications in the Covered Action be, and hereby are, denied.22

By the Commission. 

J. Matthew DeLesDernier

Deputy Secretary

arguments regarding whether an individual or entity could qualify as a whistleblower are irrelevant; as noted above, 

the CRS did not recommend denying Claimant 10’s application for award on these grounds. 

22 To the extent that Claimants 8 and 10 applied for related action awards, because Claimants 8 and 10 do not 

qualify for an award in the Covered Action, Claimants 8 and 10 are not eligible for a related action award in 

connection with Related Action 1 or Related Action 2. 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); Rule 21F-4(g) and (f), and Rule 21F11(a); Order Determining Whistleblower Award Claims, Release No. 34-84506 (Oct. 30, 2018); Order Determining 

Whistleblower Award Claims, Release No. 34-84503 (Oct. 30, 2018). 

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