II 

117TH CONGRESS 

2D SESSION S. 3977 

To amend the Securities Exchange Act of 1934 to further enhance antiretaliation protections for whistleblowers, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 31, 2022 

Mr. GRASSLEY (for himself, Ms. WARREN, Ms. COLLINS, Mr. WARNOCK, and 

Ms. CORTEZ MASTO) introduced the following bill; which was read twice 

and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to further 

enhance anti-retaliation protections for whistleblowers, 

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 ‘‘SEC Whistleblower 

5 Reform Act of 2022’’. 

6 SEC. 2. WHISTLEBLOWER PROTECTIONS FOR INTERNAL 

7 DISCLOSURES. 

8 (a) IN GENERAL.—Section 21F of the Securities Ex9 change Act of 1934 (15 U.S.C. 78u–6) is amended— 


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1 (1) in subsection (a)(6)— 

2 (A) by striking ‘‘The term’’ and inserting 

3 the following: 

4 ‘‘(A) IN GENERAL.—The term’’; and 

5 (B) by adding at the end the following: 

6 ‘‘(B) SPECIAL RULE.—Solely for the pur7 poses of subsection (h)(1), the term ‘whistle8 blower’ includes any individual who takes, or 2 

9 or more individuals acting jointly who take, an 

10 action described in subsection (h)(1)(A), that 

11 the individual or 2 or more individuals reason12 ably believe relates to a violation of any law, 

13 rule, or regulation subject to the jurisdiction of 

14 the Commission, the Public Company Account15 ing Oversight Board, the Municipal Securities 

16 Rulemaking Board, or a self-regulatory organi17 zation.’’; and 

18 (2) in subsection (h)(1)— 

19 (A) in subparagraph (A)— 

20 (i) in the matter preceding clause (i), 

21 by inserting ‘‘or post-employment’’ after 

22 ‘‘of employment’’; 

23 (ii) in clause (i), by inserting ‘‘, in 

24 writing or orally if the oral report is docu25 mented,’’ after ‘‘to the Commission’’; 


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1 (iii) in clause (ii), by striking ‘‘or’’ at 

2 the end; 

3 (iv) in clause (iii), by striking the pe4 riod at the end and inserting ‘‘; or’’; and 

5 (v) by adding at the end the following: 

6 ‘‘(iv) in providing information regard7 ing any conduct that the whistleblower rea8 sonably believes constitutes a violation of 

9 any law, rule, or regulation subject to the 

10 jurisdiction of the Commission to— 

11 ‘‘(I) a person with supervisory 

12 authority over the whistleblower at the 

13 employer of the whistleblower, if that 

14 employer is an entity registered with, 

15 or required to be registered with, or 

16 otherwise subject to the jurisdiction 

17 of, the Commission, the Public Com18 pany Accounting Oversight Board, a 

19 self-regulatory organization, or a 

20 State securities commission or office 

21 performing like functions; or 

22 ‘‘(II) another individual working 

23 for the employer described in sub24 clause (I) who the whistleblower reaVerDate Sep 11 2014 16:13 Apr 01, 2022 Jkt 029200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\S3977.IS S3977

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1 sonably believes has the authority 

2 to— 

3 ‘‘(aa) investigate, discover, 

4 or terminate the misconduct; or 

5 ‘‘(bb) take any other action 

6 to address the misconduct.’’; and 

7 (B) in subparagraph (B), by adding at the 

8 end the following: 

9 ‘‘(iv) JURY TRIAL.—A person against 

10 which an action is brought under this sub11 section shall be entitled to a jury trial.’’. 

12 (b) APPLICABILITY.—The amendments made by sub13 section (a) shall apply to any claim involving a violation 

14 of section 21F(h)(1) of the Securities Exchange Act of 

15 1934 (15 U.S.C. 78u–6(h)(1)), including a claim in an 

16 enforcement action or proceeding brought by the Securi17 ties and Exchange Commission, that is— 

18 (1) pending in any appropriate judicial or ad19 ministrative forum, as of the date of enactment of 

20 this Act; or 

21 (2) filed after the date of enactment of this Act. 

22 SEC. 3. PROMPT PAYMENT OF AWARDS. 

23 Section 21F(b) of the Securities Exchange Act of 

24 1934 (15 U.S.C. 78u–6(b)) is amended by adding at the 

25 end the following: 


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1 ‘‘(3) TIMELY PROCESSING OF CLAIMS.— 

2 ‘‘(A) INITIAL DISPOSITION.— 

3 ‘‘(i) IN GENERAL.—Except as pro4 vided in subparagraph (B), the Commis5 sion shall make an initial disposition with 

6 respect to a claim submitted by a whistle7 blower for an award under this section (re8 ferred to in this paragraph as an ‘award 

9 claim’) not later than the later of— 

10 ‘‘(I) the date that is 1 year after 

11 the deadline established by the Com12 mission, by rule, for the whistleblower 

13 to file the award claim; or 

14 ‘‘(II) the date that is 1 year after 

15 the final resolution of all litigation, in16 cluding any appeals, concerning the 

17 covered action or related action. 

18 ‘‘(ii) MULTIPLE ACTIONS.—If an 

19 award claim involves 1 or more related ac20 tions, the requirement under clause (i) 

21 shall apply with respect to the latest dead22 line with respect to the actions. 

23 ‘‘(B) EXCEPTIONS.— 

24 ‘‘(i) INITIAL EXTENSION.—If the Di25 rector of the Division of Enforcement of 


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1 the Commission (referred to in this para2 graph as the ‘Director’), or the designee of 

3 the Director, determines that an award 

4 claim is sufficiently complex or involves 

5 more than 1 whistleblower, or if other good 

6 cause exists such that the Commission can7 not reasonably satisfy the requirements 

8 under subparagraph (A), as determined by 

9 the Director or the designee, as applicable, 

10 the Director or the designee, after pro11 viding notice to the Chairman of the Com12 mission (referred to in this paragraph as 

13 the ‘Chairman’), may extend the deadline 

14 with respect to the satisfaction of those re15 quirements by not more than 180 days. 

16 ‘‘(ii) ADDITIONAL EXTENSIONS.—If, 

17 after providing an extension under clause 

18 (i), the Director, or the designee of the Di19 rector, determines that good cause exists 

20 such that the Commission cannot reason21 ably satisfy the requirement under sub22 paragraph (A), the Director or the des23 ignee of the Director, may extend the 

24 deadline described in clause (i) as needed 

25 for 1 or more additional successive 180- 


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1 day periods only after providing notice to 

2 and receiving approval from the Commis3 sion. 

4 ‘‘(iii) NOTICE TO WHISTLEBLOWER

5 REQUIRED.—If the Director, or the des6 ignee of the Director, exercises authority 

7 under clause (i) or (ii), the Director or the 

8 designee, as applicable, shall submit to the 

9 whistleblower who filed the award claim 

10 that is subject to that action by the Direc11 tor or the designee a written notification of 

12 that action. 

13 ‘‘(C) APPLICABILITY.—This paragraph 

14 shall apply only to an award claim that the Di15 rector of the designee of the Director deter16 mines is timely submitted under a deadline es17 tablished by the Commission after the date of 

18 enactment of this paragraph.’’. 

19 SEC. 4. NONENFORCEABILITY OF CERTAIN PROVISIONS. 

20 (a) IN GENERAL.—Section 21F of the Securities Ex21 change Act of 1934 (15 U.S.C. 78u–6) is amended by add22 ing at the end the following: 

23 ‘‘(k) NONENFORCEABILITY OF CERTAIN PROVISIONS

24 WAIVING RIGHTS AND REMEDIES OR REQUIRING ARBI25 TRATION.— 


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1 ‘‘(1) WAIVER OF RIGHTS AND REMEDIES.—The 

2 rights and remedies provided in this section may not 

3 be waived by any agreement, policy form, or condi4 tion of employment, including by a predispute arbi5 tration agreement. 

6 ‘‘(2) PREDISPUTE ARBITRATION AGREEMENT.— 

7 No predispute arbitration agreement shall be valid 

8 or enforceable if the agreement requires the arbitra9 tion of a dispute arising under this section.’’. 

10 (b) APPLICABILITY.—Subsection (k) of section 21F 

11 of the Securities Exchange Act of 1934 (15 U.S.C. 78u– 

12 6), as added by subsection (a), shall apply with respect 

13 to any action that is filed on or after, or that is pending 

14 as of, the date of enactment of this Act. 

15 SEC. 5. RULEMAKING AUTHORITY. 

16 The Securities and Exchange Commission may issue 

17 any rules that are necessary or appropriate to carry out 

18 this Act consistent with the purposes of section 21F of 

19 the Securities Exchange Act of 1934 (15 U.S.C. 78u–6), 

20 as amended by this Act. 

Æ 


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