I 

116TH CONGRESS 

1ST SESSION H. R. 3625 

To establish a whistleblower program at the Public Company Accounting 

Oversight Board, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JULY 5, 2019 

Ms. GARCIA of Texas introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To establish a whistleblower program at the Public Company 

Accounting Oversight Board, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘PCAOB Whistleblower 

5 Protection Act of 2019’’. 

6 SEC. 2. WHISTLEBLOWER INCENTIVES AND PROTECTION. 

7 The Sarbanes-Oxley Act of 2002 is amended— 

8 (1) in section 105 (15 U.S.C. 7215) by adding 

9 at the end the following: 


pbinns on DSK79D2C42PROD with BILLS
2 

•HR 3625 IH

1 ‘‘(f) WHISTLEBLOWER INCENTIVES AND PROTEC2 TION.— 

3 ‘‘(1) DEFINITIONS.—In this subsection the fol4 lowing definitions shall apply: 

5 ‘‘(A) COVERED PROCEEDING.—The term 

6 ‘covered proceeding’ means any disciplinary 

7 proceeding by the Board initiated after the date 

8 of the enactment of this subsection that results 

9 in monetary sanctions exceeding $2,500. 

10 ‘‘(B) ORIGINAL INFORMATION.—The term 

11 ‘original information’ means information that— 

12 ‘‘(i) is derived from the independent 

13 knowledge or analysis of a whistleblower; 

14 ‘‘(ii) is not known to the Board from 

15 any other source, unless the whistleblower 

16 is the original source of the information; 

17 and 

18 ‘‘(iii) is not exclusively derived from 

19 an allegation made in a disciplinary pro20 ceeding, in a judicial or administrative 

21 hearing, in a governmental report, hearing, 

22 audit, or investigation, or from the news 

23 media, unless the whistleblower is a source 

24 of the information. 


pbinns on DSK79D2C42PROD with BILLS
3 

•HR 3625 IH

1 ‘‘(C) MONETARY SANCTIONS.—The term 

2 ‘monetary sanctions’ means any civil money 

3 penalties imposed by the Board under sub4 section (c)(4) as modified by the Commission 

5 under section 107(c)(3). 

6 ‘‘(D) WHISTLEBLOWER.—The term ‘whis7 tleblower’ means any individual who provides, 

8 or 2 or more individuals acting jointly who pro9 vide, information relating to a violation of this 

10 Act, the rules of the Board, the provisions of 

11 the securities laws relating to the preparation 

12 and issuance of audit reports, auditor independ13 ence, and the obligations and liabilities of ac14 countants with respect thereto, including the 

15 rules of the Board issued pursuant to this Act, 

16 or professional standards governing auditors 

17 and accountants. 

18 ‘‘(2) AWARDS.— 

19 ‘‘(A) IN GENERAL.—In any covered dis20 ciplinary proceeding, the Board shall pay an 

21 award or awards to 1 or more whistleblowers 

22 who voluntarily provided original information to 

23 the Board that resulted in the board imposing 

24 monetary sanctions, in an aggregate amount 


pbinns on DSK79D2C42PROD with BILLS
4 

•HR 3625 IH

1 determined in the discretion of the Board but 

2 equal to— 

3 ‘‘(i) not less than 10 percent, in total, 

4 of what has been collected of the monetary 

5 sanctions imposed; and 

6 ‘‘(ii) not more than 50 percent, in 

7 total, of what has been collected of the 

8 monetary sanctions. 

9 ‘‘(B) CRITERIA.—In determining the 

10 amount of an award made under subparagraph 

11 (A), the Commission shall take into consider12 ation— 

13 ‘‘(i) the significance of the informa14 tion provided by the whistleblower to the 

15 success of the disciplinary proceeding; 

16 ‘‘(ii) the degree of assistance provided 

17 by the whistleblower and any legal rep18 resentative of the whistleblower in a dis19 ciplinary proceeding; and 

20 ‘‘(iii) the programmatic interest of the 

21 Board in deterring violations by making 

22 awards to whistleblowers who provide in23 formation that lead to successful enforce24 ment. 


pbinns on DSK79D2C42PROD with BILLS
5 

•HR 3625 IH

1 ‘‘(C) DENIAL OF AWARD.—No award 

2 under subparagraph (A) shall be made— 

3 ‘‘(i) to any whistleblower who is, or 

4 was at the time the whistleblower acquired 

5 the original information submitted to the 

6 Board, a member, officer, or employee of— 

7 ‘‘(I) an appropriate regulatory 

8 agency (as such term is defined in 

9 section 34 of the Securities Exchange 

10 Act of 1934); 

11 ‘‘(II) the Department of Justice; 

12 ‘‘(III) a self-regulatory organiza13 tion (as such term is defined in sec14 tion 34 of the Securities Exchange 

15 Act of 1934); 

16 ‘‘(IV) the Public Company Ac17 counting Oversight Board; or 

18 ‘‘(V) a law enforcement organiza19 tion; 

20 ‘‘(ii) to any whistleblower who is con21 victed of a criminal violation related to the 

22 Board finding for which the whistleblower 

23 otherwise could receive an award under 

24 this section; 


pbinns on DSK79D2C42PROD with BILLS
6 

•HR 3625 IH

1 ‘‘(iii) to any whistleblower who fails to 

2 submit information to the Board in such 

3 form as the Board may, by rule, require; 

4 ‘‘(iv) to any whistleblower who know5 ingly and willfully makes any false, ficti6 tious, or fraudulent statement or represen7 tation; and 

8 ‘‘(v) to any whistleblower who uses 

9 any false writing or document knowing the 

10 writing or document contains any false, fic11 titious, or fraudulent statement or entry. 

12 ‘‘(D) PAYMENT OF AWARDS.—Any amount 

13 paid under subparagraph (A) shall be paid from 

14 any funds generated from the collection of mon15 etary sanctions. 

16 ‘‘(3) REPRESENTATION.— 

17 ‘‘(A) PERMITTED REPRESENTATION.—Any 

18 whistleblower who makes a claim for an award 

19 under paragraph (2) may be represented by 

20 counsel. 

21 ‘‘(B) REQUIRED REPRESENTATION.— 

22 ‘‘(i) IN GENERAL.—Any whistleblower 

23 who anonymously makes a claim for an 

24 award under paragraph (2) shall be rep25 resented by counsel if the whistleblower 


pbinns on DSK79D2C42PROD with BILLS
7 

•HR 3625 IH

1 anonymously submits the information upon 

2 which the claim is based. 

3 ‘‘(ii) DISCLOSURE OF IDENTITY.— 

4 Prior to the payment of an award, a whis5 tleblower shall disclose the identity of the 

6 whistleblower and provide such other infor7 mation as the Board may require, directly 

8 or through counsel, for the whistleblower. 

9 ‘‘(4) NO CONTRACT NECESSARY.—No contract 

10 with the Board is necessary for any whistleblower to 

11 receive an award under paragraph (2), unless other12 wise required by the Board by rule. 

13 ‘‘(5) APPEALS.—Any determination made under 

14 this subsection, including whether, to whom, or in 

15 what amount to make awards, shall be in the discre16 tion of the Board. Any such determination, except 

17 the determination of the amount of an award if the 

18 award was made in accordance with this paragraph, 

19 may be appealed to the Commission not more than 

20 30 days after the determination is issue by the 

21 Board. The Commission shall review the determina22 tion made by the Board in accordance with section 

23 107(c). 

24 ‘‘(6) PROTECTION OF WHISTLEBLOWERS.— 


pbinns on DSK79D2C42PROD with BILLS
8 

•HR 3625 IH

1 ‘‘(A) PROHIBITION AGAINST RETALIA2 TION.—No current or former employer may dis3 charge, demote, suspend, threaten, blacklist, 

4 harass, directly or indirectly, actively or pas5 sively, or in any other manner discriminate 

6 against any whistleblower in the terms and con7 ditions of employment, including compensation, 

8 because of any lawful act done by the whistle9 blower in— 

10 ‘‘(i) providing information to the 

11 Board in accordance with this subsection; 

12 ‘‘(ii) initiating, testifying in, or assist13 ing in any investigation or administrative 

14 action of the Board based upon or related 

15 to such information; 

16 ‘‘(iii) making disclosures that are re17 quired or protected under the Sarbanes18 Oxley Act of 2002 (15 U.S.C. 7201 et 

19 seq.), the Securities Exchange Act of 1934 

20 (15 U.S.C. 78a et seq.), including section 

21 10A(m) of such Act (15 U.S.C. 78f(m)), 

22 section 1513(e) of title 18, United States 

23 Code, and any other law, rule, or regula24 tion subject to the jurisdiction of the Com25 mission; and 


pbinns on DSK79D2C42PROD with BILLS
9 

•HR 3625 IH

1 ‘‘(iv) in providing information regard2 ing any conduct that the whistleblower rea3 sonably believes constitutes a violation of 

4 any law, rule, or regulation subject to the 

5 jurisdiction of the Board to— 

6 ‘‘(I) a person with supervisory 

7 authority over the whistleblower at the 

8 whistleblower’s employer, where such 

9 employer is an entity registered with 

10 or required to be registered with the 

11 Commission, a self-regulatory organi12 zation, or a State securities commis13 sion or office performing like func14 tions; or 

15 ‘‘(II) such other person working 

16 for the employer described under sub17 clause (I) who has the authority to in18 vestigate, discover, or terminate mis19 conduct. 

20 ‘‘(B) ENFORCEMENT OF PROHIBITION

21 AGAINST RETALIATION.—Any whistleblower who 

22 alleges discharge or other discrimination or is 

23 otherwise aggrieved by an employer in violation 

24 of subparagraph (A) may seek relief— 


pbinns on DSK79D2C42PROD with BILLS
10 

•HR 3625 IH

1 ‘‘(i) by filing a complaint with the 

2 Secretary of Labor; or 

3 ‘‘(ii) if the Secretary has not issued a 

4 final decision within 180 days of the filing 

5 of the complaint and there is no showing 

6 that such delay is due to the bad faith of 

7 the claimant, bringing an action at law or 

8 equity for de novo review in the appro9 priate district court of the United States, 

10 which shall have jurisdiction over such an 

11 action without regard to the amount in 

12 controversy. 

13 ‘‘(C) PROCEDURE.— 

14 ‘‘(i) IN GENERAL.—An action under 

15 subparagraph (B)(ii) shall be governed 

16 under the rules and procedures set forth in 

17 section 42121(b) of title 49, United States 

18 Code. 

19 ‘‘(ii) EXCEPTION.—Notification made 

20 under section 42121(b)(1) of title 49, 

21 United States Code, shall be made to the 

22 person named in the complaint and to the 

23 employer. 

24 ‘‘(iii) BURDENS OF PROOF.—An ac25 tion brought under subparagraph (B)(ii) 


pbinns on DSK79D2C42PROD with BILLS
11 

•HR 3625 IH

1 shall be governed by the legal burdens of 

2 proof set forth in section 42121(b) of title 

3 49, United States Code. 

4 ‘‘(iv) STATUTE OF LIMITATIONS.—An 

5 action under subparagraph (B) shall be 

6 commenced not later than 180 days after 

7 the date on which the violation occurs, or 

8 after the date on which the whistleblower 

9 became aware of the violation. 

10 ‘‘(v) JURY TRIAL.—A party to an ac11 tion brought under subparagraph (B) shall 

12 be entitled to trial by jury. 

13 ‘‘(D) REMEDIES.—Any whistleblower who 

14 prevails in any action brought under this para15 graph shall be entitled to all relief necessary to 

16 make the whistleblower whole, including— 

17 ‘‘(i) reinstatement with the same se18 niority status that the whistleblower would 

19 have had, but for the discrimination; 

20 ‘‘(ii) 2 times the amount of back pay 

21 otherwise owed to the whistleblower, with 

22 interest; 

23 ‘‘(iii) consequential and compensatory 

24 damages; 


pbinns on DSK79D2C42PROD with BILLS
12 

•HR 3625 IH

1 ‘‘(iv) special damages, including dam2 ages for emotional distress and 

3 reputational harm; and 

4 ‘‘(v) compensation for litigation costs, 

5 expert witness fees, and reasonable attor6 neys’ fees. 

7 ‘‘(E) CONFIDENTIALITY.— 

8 ‘‘(i) IN GENERAL.—Except as pro9 vided in clause (ii), the Board and any of10 ficer or employee of the Board may not 

11 disclose any information without the writ12 ten consent of the whistleblower, including 

13 information provided by the whistleblower 

14 to the Board, which could reasonably be 

15 expected to reveal the identity of the whis16 tleblower unless and until the Board is re17 quired to disclose such information to a de18 fendant or respondent in connection with a 

19 public proceeding instituted by the Com20 mission or any entity described in clause 

21 (iv). 

22 ‘‘(ii) NOTICE.—If the Board shall, be23 fore making information referred to in 

24 clause (i) available to a defendant or re25 spondent in connection with a public proVerDate Sep 11 2014 01:33 Jul 10, 2019 Jkt 034408 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\H3625.IH H3625

pbinns on DSK79D2C42PROD with BILLS
13 

•HR 3625 IH

1 ceeding instituted by the Commission or 

2 any entity described in clause (iv), provide 

3 notice to the whistleblower that such infor4 mation is being made available. 

5 ‘‘(iii) RULE OF CONSTRUCTION.— 

6 Nothing in this section is intended to limit, 

7 or shall be construed to limit, the ability of 

8 the Attorney General to present such evi9 dence to a grand jury or to share such evi10 dence with potential witnesses or defend11 ants in the course of an ongoing criminal 

12 investigation. 

13 ‘‘(iv) AVAILABILITY TO GOVERNMENT

14 AGENCIES.— 

15 ‘‘(I) IN GENERAL.—Without the 

16 loss of its status as confidential in the 

17 hands of the Board, all information 

18 referred to in clause (i) may, in the 

19 discretion of the Board, when deter20 mined by the Board to be necessary to 

21 accomplish the purposes of this Act 

22 and to protect investors, be made 

23 available to— 

24 ‘‘(aa) the Attorney General 

25 of the United States; 


pbinns on DSK79D2C42PROD with BILLS
14 

•HR 3625 IH

1 ‘‘(bb) an appropriate regu2 latory authority; 

3 ‘‘(cc) a self-regulatory orga4 nization; 

5 ‘‘(dd) a State attorney gen6 eral in connection with any crimi7 nal investigation; 

8 ‘‘(ee) any appropriate State 

9 regulatory authority; 

10 ‘‘(ff) the Commission; 

11 ‘‘(gg) a foreign securities 

12 authority; and 

13 ‘‘(hh) a foreign law enforce14 ment authority. 

15 ‘‘(II) CONFIDENTIALITY.—Each 

16 of the entities described in items (aa) 

17 through (ff) of subclause (I) shall 

18 maintain such information as con19 fidential in accordance with the re20 quirements established under clause 

21 (i) and each of the entities described 

22 in subclauses (gg) and (hh) of sub23 clause (I) shall maintain such infor24 mation in accordance with such assurVerDate Sep 11 2014 01:33 Jul 10, 2019 Jkt 034408 PO 00000 Frm 00014 Fmt 6652 Sfmt 6201 E:\BILLS\H3625.IH H3625

pbinns on DSK79D2C42PROD with BILLS
15 

•HR 3625 IH

1 ances of confidentiality as the Board 

2 determines appropriate. 

3 ‘‘(III) NOTICE.—If the Board 

4 makes information referred to in 

5 clause (i) available pursuant to sub6 clause (I), the Board shall 

7 ‘‘(F) RIGHTS RETAINED.—Nothing in this 

8 subsection shall be deemed to diminish the 

9 rights, privileges, or remedies of any whistle10 blower under any Federal or State law, or 

11 under any collective bargaining agreement. 

12 ‘‘(G) UNENFORCEABILITY.— 

13 ‘‘(i) WAIVER OF RIGHTS AND REM14 EDIES.—The rights and remedies provided 

15 for in this section may not be waived by 

16 any condition of employment, including a 

17 predispute arbitration agreement. 

18 ‘‘(ii) REQUIRED ARBITRATION.—Any 

19 provision of a predispute arbitration agree20 ment that requires arbitration of a dispute 

21 arising under this paragraph shall be in22 valid and unenforceable.’’; and 


pbinns on DSK79D2C42PROD with BILLS
16 

•HR 3625 IH

1 (2) in section 109(c)(2) (15 U.S.C. 7219(c)(2)) 

2 by striking ‘‘all funds collected’’ and inserting ‘‘at 

3 least 50 percent of funds collected’’. 

Æ 


pbinns on DSK79D2C42PROD with BILLS