IIB 

116TH CONGRESS 

1ST SESSION H. R. 3625 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 23, 2019 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

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, 


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1 SECTION 1. SHORT TITLE. 

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

3 Protection Act of 2019’’. 

4 SEC. 2. WHISTLEBLOWER INCENTIVES AND PROTECTION. 

5 The Sarbanes-Oxley Act of 2002 is amended— 

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

7 at the end the following: 

8 ‘‘(f) WHISTLEBLOWER INCENTIVES AND PROTEC9 TION.— 

10 ‘‘(1) DEFINITIONS.—In this subsection the fol11 lowing definitions shall apply: 

12 ‘‘(A) COVERED PROCEEDING.—The term 

13 ‘covered proceeding’ means any disciplinary 

14 proceeding by the Board initiated after the date 

15 of the enactment of this subsection that results 

16 in monetary sanctions exceeding $250,000. 

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

18 ‘original information’ means information that— 

19 ‘‘(i) is derived from the independent 

20 knowledge or analysis of a whistleblower; 

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

22 any other source, unless the whistleblower 

23 is the original source of the information; 

24 and 

25 ‘‘(iii) is not exclusively derived from 

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1 ceeding, in a judicial or administrative 

2 hearing, in a governmental report, hearing, 

3 audit, or investigation, or from the news 

4 media, unless the whistleblower is a source 

5 of the information. 

6 ‘‘(C) MONETARY SANCTIONS.—The term 

7 ‘monetary sanctions’ means any civil money 

8 penalties imposed by the Board under sub9 section (c)(4) as modified by the Commission 

10 under section 107(c)(3). 

11 ‘‘(D) WHISTLEBLOWER.— 

12 ‘‘(i) IN GENERAL.—The term ‘whistle13 blower’ means any individual who provides, 

14 or two or more individuals acting jointly 

15 who provide, information relating to a vio16 lation of this Act, the rules of the Board, 

17 the provisions of the securities laws relat18 ing to the preparation and issuance of 

19 audit reports and the obligations and li20 abilities of accountants with respect there21 to, including the rules of the Board issued 

22 pursuant to this Act, or professional stand23 ards. 

24 ‘‘(ii) SPECIAL RULE.—Solely for the 

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1 tleblower’ shall also include any individual 

2 who takes an action described in para3 graph 7(A), or two or more individuals act4 ing jointly who take an action described in 

5 paragraph 7(A). 

6 ‘‘(2) AWARDS.— 

7 ‘‘(A) IN GENERAL.—In any covered dis8 ciplinary proceeding, the Board shall pay an 

9 award or awards to one or more whistleblowers 

10 who voluntarily provided original information to 

11 the Board that resulted in the board imposing 

12 monetary sanctions, in an aggregate amount 

13 determined in the discretion of the Board but 

14 equal to— 

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

16 of what has been collected of the monetary 

17 sanctions imposed; and 

18 ‘‘(ii) not more than 30 percent, in 

19 total, of what has been collected of the 

20 monetary sanctions. 

21 ‘‘(B) PAYMENT OF AWARDS.—Any amount 

22 paid under this subparagraph shall be paid 

23 from any funds generated from the collection of 

24 monetary sanctions. 


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1 ‘‘(3) DETERMINATION OF AMOUNT OF AWARD; 

2 DENIAL OF AWARD.— 

3 ‘‘(A) DETERMINATION OF AMOUNT OF

4 AWARD.— 

5 ‘‘(i) DISCRETION.—The determination 

6 of the amount of an award made under 

7 paragraph (2) shall be in the discretion of 

8 the Board. 

9 ‘‘(ii) CRITERIA.—In determining the 

10 amount of an award made under subpara11 graph (A), the Board shall take into con12 sideration— 

13 ‘‘(I) the significance of the infor14 mation provided by the whistleblower 

15 to the success of the disciplinary pro16 ceeding; 

17 ‘‘(II) the degree of assistance 

18 provided by the whistleblower and any 

19 legal representative of the whistle20 blower in a disciplinary proceeding; 

21 and 

22 ‘‘(III) the programmatic interest 

23 of the Board in deterring violations by 

24 making awards to whistleblowers who 


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1 provide information that lead to suc2 cessful enforcement. 

3 ‘‘(B) DENIAL OF AWARD.—No award 

4 under subparagraph (A) shall be made— 

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

6 was at the time the whistleblower acquired 

7 the original information submitted to the 

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

9 ‘‘(I) an appropriate regulatory 

10 agency (as such term is defined in 

11 section 3 of the Securities Exchange 

12 Act of 1934); 

13 ‘‘(II) the Department of Justice; 

14 ‘‘(III) a self-regulatory organiza15 tion (as such term is defined in sec16 tion 34 of the Securities Exchange 

17 Act of 1934); 

18 ‘‘(IV) the Public Company Ac19 counting Oversight Board; or 

20 ‘‘(V) a law enforcement organiza21 tion; 

22 ‘‘(ii) to any whistleblower who is con23 victed of a criminal violation related to the 

24 Board finding for which the whistleblower 


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1 otherwise could receive an award under 

2 this section; 

3 ‘‘(iii) to any whistleblower who gains 

4 the information through the performance 

5 of an audit of financial statements re6 quired under the securities laws and for 

7 whom such submission would be contrary 

8 to the requirements of section 10A of the 

9 Securities Exchange Act of 1934 (15 

10 U.S.C. 78j–1); and 

11 ‘‘(iv) to any whistleblower who fails to 

12 submit information to the Board in such 

13 form as the Board may, by rule, require. 

14 ‘‘(4) REPRESENTATION.— 

15 ‘‘(A) PERMITTED REPRESENTATION.—Any 

16 whistleblower who makes a claim for an award 

17 under paragraph (2) may be represented by 

18 counsel. 

19 ‘‘(B) REQUIRED REPRESENTATION.— 

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

21 who anonymously makes a claim for an 

22 award under paragraph (2) shall be rep23 resented by counsel if the whistleblower 

24 anonymously submits the information upon 

25 which the claim is based. 


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1 ‘‘(ii) DISCLOSURE OF IDENTITY.— 

2 Prior to the payment of an award, a whis3 tleblower shall disclose the identity of the 

4 whistleblower and provide such other infor5 mation as the Board may require, directly 

6 or through counsel, for the whistleblower. 

7 ‘‘(5) NO CONTRACT NECESSARY.—No contract 

8 with the Board is necessary for any whistleblower to 

9 receive an award under paragraph (2), unless other10 wise required by the Board by rule. 

11 ‘‘(6) APPEALS.—Any determination made under 

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

13 what amount to make awards, shall be in the discre14 tion of the Board. Any such determination, except 

15 the determination of the amount of an award if the 

16 award was made in accordance with this paragraph, 

17 may be appealed to the Commission not more than 

18 30 days after the determination is issued by the 

19 Board. The Commission shall review the determina20 tion made by the Board in accordance with section 

21 107(c). 

22 ‘‘(7) PROTECTION OF WHISTLEBLOWERS.— 

23 ‘‘(A) PROHIBITION AGAINST RETALIA24 TION.—No employer may discharge, demote, 

25 suspend, threaten, harass, directly or indirectly, 


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1 or in any other manner discriminate against, a 

2 whistleblower in the terms and conditions of 

3 employment because of any lawful act done by 

4 the whistleblower— 

5 ‘‘(i) in providing information to the 

6 Board in accordance with this subsection; 

7 ‘‘(ii) in initiating, testifying in, or as8 sisting in any investigation or judicial or 

9 administrative action of the Board based 

10 upon or related to such information; or 

11 ‘‘(iii) in making disclosures that are 

12 required or protected under the Sarbanes13 Oxley Act of 2002 (15 U.S.C. 7201 et 

14 seq.), the Securities Exchange Act of 1934 

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

16 10A(m) of such Act (15 U.S.C. 78f(m)), 

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

18 Code, and any other law, rule, or regula19 tion subject to the jurisdiction of the Secu20 rities Exchange Commission. 

21 ‘‘(iv) in providing information regard22 ing any conduct that the whistleblower rea23 sonably believes constitutes a potential vio24 lation of any law, rule, or regulation sub25 ject to the jurisdiction of the Board or the 


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1 Commission (including disclosures that are 

2 required or protected under the Sarbanes3 Oxley Act of 2002 or the Securities Ex4 change Act of 1934) to— 

5 ‘‘(I) a person with supervisory 

6 authority over the whistleblower at the 

7 whistleblower’s employer, where such 

8 employer is an entity registered with 

9 or required to be registered with the 

10 Board, the Commission, a self-regu11 latory organization, or a State securi12 ties commission or office performing 

13 like functions; or 

14 ‘‘(II) such other person working 

15 for the employer described under sub16 clause (I) who has the authority to in17 vestigate, discover, or terminate mis18 conduct. 

19 ‘‘(B) ENFORCEMENT OF PROHIBITION

20 AGAINST RETALIATION.— 

21 ‘‘(i) CAUSE OF ACTION.—An indi22 vidual who alleges discharge or other dis23 crimination in violation of subparagraph 

24 (A) may bring an action under this para25 graph in the appropriate district court of 


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1 the United States for the relief provided in 

2 subparagraph (C). 

3 ‘‘(ii) SUBPOENAS.—A subpoena re4 quiring the attendance of a witness at a 

5 trial or hearing conducted under this sub6 section may be served at any place in the 

7 United States. 

8 ‘‘(iii) STATUTE OF LIMITATIONS.— 

9 ‘‘(I) IN GENERAL.—An action 

10 under this paragraph may not be 

11 brought— 

12 ‘‘(aa) more than 6 years 

13 after the date on which the viola14 tion of subparagraph (A) oc15 curred; or 

16 ‘‘(bb) more than 3 years 

17 after the date when facts mate18 rial to the right of action are 

19 known or reasonably should have 

20 been known by the employee al21 leging a violation of subpara22 graph (A). 

23 ‘‘(II) REQUIRED ACTION WITHIN

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1 graph may not in any circumstance be 

2 brought more than 10 years after the 

3 date on which the violation occurs. 

4 ‘‘(C) RELIEF.—Relief for an individual 

5 prevailing in an action brought under this para6 graph shall include— 

7 ‘‘(i) reinstatement with the same se8 niority status that the individual would 

9 have had, but for the discrimination; 

10 ‘‘(ii) two times the amount of back 

11 pay otherwise owed to the individual, with 

12 interest; and 

13 ‘‘(iii) compensation for litigation 

14 costs, expert witness fees, and reasonable 

15 attorneys’ fees. 

16 ‘‘(D) CONFIDENTIALITY.— 

17 ‘‘(i) IN GENERAL.—Except as pro18 vided in clause (ii), the Board and any of19 ficer or employee of the Board may not 

20 disclose any information, including infor21 mation provided by a whistleblower to the 

22 Board, which could reasonably be expected 

23 to reveal the identity of a whistleblower 

24 unless and until required to be disclosed to 

25 a defendant or respondent in connection 


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1 with a public proceeding instituted by the 

2 Commission or any entity described in 

3 clause (iii). 

4 ‘‘(ii) RULE OF CONSTRUCTION.— 

5 Nothing in this section is intended to limit, 

6 or shall be construed to limit, the ability of 

7 the Attorney General to present such evi8 dence to a grand jury or to share such evi9 dence with potential witnesses or defend10 ants in the course of an ongoing criminal 

11 investigation. 

12 ‘‘(iii) AVAILABILITY TO GOVERNMENT

13 AGENCIES.— 

14 ‘‘(I) IN GENERAL.—Without the 

15 loss of its status as confidential in the 

16 hands of the Board, all information 

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

18 discretion of the Board, when deter19 mined by the Board to be necessary to 

20 accomplish the purposes of this Act 

21 and to protect investors, be made 

22 available to— 

23 ‘‘(aa) the Attorney General 

24 of the United States; 


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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.— 

16 ‘‘(aa) IN GENERAL.—Each 

17 of the entities described in items 

18 (aa) through (ff) of subclause (I) 

19 shall maintain such information 

20 as confidential in accordance with 

21 the requirements established 

22 under clause (i). 

23 ‘‘(bb) FOREIGN AUTHORI24 TIES.—Each of the entities de25 scribed in subclauses (gg) and 


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1 (hh) of subclause (I) shall main2 tain such information in accord3 ance with such assurances of con4 fidentiality as the Board deter5 mines appropriate. 

6 ‘‘(E) RIGHTS RETAINED.—Nothing in this 

7 subsection shall be deemed to diminish the 

8 rights, privileges, or remedies of any whistle9 blower under any Federal or State law, or 

10 under any collective bargaining agreement. 

11 ‘‘(8) PROVISION OF FALSE INFORMATION.—A 

12 whistleblower shall not be entitled to an award under 

13 this section if the whistleblower— 

14 ‘‘(A) knowingly and willfully makes any 

15 false, fictitious, or fraudulent statement or rep16 resentation; or 

17 ‘‘(B) uses any false writing or document 

18 knowing the writing or document contains any 

19 false, fictitious, or fraudulent statement or 

20 entry. 

21 ‘‘(9) RULEMAKING AUTHORITY.—The Board 

22 shall have the authority to issue such rules and 

23 standards as may be necessary or appropriate to im24 plement the provisions of this section consistent with 

25 the purposes of this section. 


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1 ‘‘(10) COORDINATION.—To the maximum ex2 tent practicable, the Board shall coordinate with the 

3 Office of the Whistleblower of the Securities Ex4 change Commission in carrying out this sub5 section.’’; and 

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

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

8 least 50 percent of funds collected’’. 

9 SEC. 3. DETERMINATION OF BUDGETARY EFFECTS. 

10 The budgetary effects of this Act, for the purpose of 

11 complying with the Statutory Pay-As-You-Go Act of 2010, 

12 shall be determined by reference to the latest statement 

13 titled ‘‘Budgetary Effects of PAYGO Legislation’’ for this 

14 Act, submitted for printing in the Congressional Record 

15 by the Chairman of the House Budget Committee, pro16 vided that such statement has been submitted prior to the 

17 vote on passage. 

Passed the House of Representatives September 19, 

2019. 

Attest: CHERYL L. JOHNSON, 

Clerk. 


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