FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

TAYO E. DARAMOLA, 

Plaintiff-Appellant, 

 v. 

ORACLE AMERICA, INC., a 

Delaware Corporation, on its own 

behalf and through its wholly owned 

subsidiaries NetSuite Inc., and Oracle 

Canada; PAT MERELL; MITA 

PATNIAK; JAMES BORK; DIONIS 

GAUVIN; DOUG HARRIS; DOUG 

RISEBERG, 

Defendants-Appellees.

No. 22-15959 

D.C. No. 3:19-cv07910-JD 

OPINION

Appeal from the United States District Court

for the Northern District of California

James Donato, District Judge, Presiding

Argued and Submitted May 9, 2023

San Francisco, California

Filed February 6, 2024

Before: Sidney R. Thomas, Morgan Christen, and Daniel 

A. Bress, Circuit Judges.
2 DARAMOLA V. ORACLE AMERICA, INC. 

Per Curiam Opinion 

SUMMARY*

Labor Law 

The panel affirmed the district court’s dismissal of a 

whistleblower-retaliation action brought under the SarbanesOxley and Dodd-Frank Acts by a Canadian citizen.

The panel held that the whistleblower anti-retaliation 

provisions in the Sarbanes-Oxley and Dodd-Frank Acts do 

not apply outside the United States. The panel applied a 

presumption against extraterritoriality. Agreeing with other 

circuits, the panel concluded that the presumption was not 

overcome because Congress did not affirmatively and 

unmistakably instruct that the provisions should apply to 

foreign conduct. 

The panel further held that this case did not involve a 

permissible domestic application of the statutes, where the 

plaintiff was a Canadian working out of Canada for a 

Canadian subsidiary of a U.S. parent company. Agreeing 

with other circuits, the panel concluded that the focus of the 

Sarbanes-Oxley anti-retaliation provision is on protecting 

employees from employment-related retaliation, and the 

locus of the plaintiff’s employment relationship was in 

Canada. The panel concluded that the plaintiff also did not 

allege sufficient domestic conduct in the United States in 

* This summary constitutes no part of the opinion of the court. It has 

been prepared by court staff for the convenience of the reader.
DARAMOLA V. ORACLE AMERICA, INC. 3 

connection with his Dodd-Frank claim. And the same 

reasoning disposed of the plaintiff’s California state law 

claims.

COUNSEL

Mary E. Schultz (argued), Mary Schultz Law PS, Spangle, 

Washington, for Plaintiff-Appellant. 

Sarah E. Bouchard (argued) and Eric C. Kim, Morgan Lewis 

& Bockius LLP, Philadelphia, Pennsylvania, for DefendantAppellee.

OPINION

PER CURIAM: 

We are asked to decide whether the whistleblower antiretaliation provisions in the Sarbanes-Oxley and DoddFrank Acts apply outside the United States, and, if not, 

whether this case involves a permissible domestic 

application of the statutes. Our answer to both questions is 

no. We therefore affirm the dismissal of the plaintiff’s 

complaint.

I 

The alleged facts are as follows. Plaintiff Tayo 

Daramola, a Canadian citizen, is a former employee of 

Oracle Canada. He resided in Montreal at all relevant times. 

Daramola’s offer letter from Oracle stated that Daramola

would be assigned to an office in Canada, but Daramola 
4 DARAMOLA V. ORACLE AMERICA, INC.

worked remotely. His employment agreement with Oracle

stated that it was governed by Canadian law. 

By logging into Oracle’s computer systems, Daramola 

could conduct business and collaborate with colleagues in 

the United States, including employees of Oracle America. 

Both Oracle America and Oracle Canada are wholly owned 

subsidiaries of Oracle Corporation, a California-based 

company that develops and hosts software applications for 

institutional customers. 

One such Oracle product was the “Campus Store 

Solution,” a subscription software service for college 

bookstores. In July 2017, Daramola was assigned as lead 

project manager for the implementation of Campus Store 

Solution at institutions of higher education in Texas, Utah, 

and Washington. 

Daramola came to believe that Campus Store Solution

was defrauding customers. The product was billed as an ecommerce platform with specific functionalities, but

Daramola thought Oracle had no way of delivering the 

promised features, at least at the agreed-upon price. 

Daramola reported the suspected fraud to Oracle America 

and the SEC. 

After doing so, Daramola was removed as a project 

manager. Daramola’s supervisor at Oracle America,

Douglas Riseberg, offered Daramola an opportunity to work 

on another Campus Store Solution project, but Riseberg

revoked the offer when Daramola again expressed his 

unwillingness to take part in fraud. Riseberg also 

downgraded Daramola’s job performance rating. Believing 

he had no other option, Daramola resigned from the 

company. He sent his resignation letter to an HR 
DARAMOLA V. ORACLE AMERICA, INC. 5

representative of Oracle Canada in Montreal and copied his 

“U.S. manager,” Matthew Posey. 

Daramola then filed this lawsuit in federal court in 

California against Oracle America, Riseberg, and other 

Oracle America employees. As relevant here, Daramola

claimed that the defendants violated the Sarbanes-Oxley Act

of 2002, 18 U.S.C. § 1514A, the 2010 Dodd-Frank Wall 

Street Reform and Consumer Protection Act, 15 U.S.C. 

§ 78u-6(h)(1), and California law, Cal. Lab. Code § 1102.5,

by retaliating against him for protected whistleblower 

activity. 

After allowing jurisdictional discovery, the district court

dismissed the claims under Federal Rule of Civil Procedure

12(b)(6). The court concluded that the anti-retaliation 

provisions in the two Acts do not apply extraterritorially, and 

that here, applying those provisions would be extraterritorial 

because Daramola’s principal worksite was in Canada. The

California law claims “founder[ed] on the same 

extraterritoriality barrier.” Because Daramola had already 

amended his complaint twice before, the district court 

dismissed the case with prejudice. 

Daramola timely appeals. Our review is de novo. See 

United States v. Hussain, 972 F.3d 1138, 1142 (9th Cir. 

2020) (“We review questions of statutory interpretation de 

novo.”); Nguyen v. Endologix, 962 F.3d 405, 413 (9th Cir. 

2020) (reviewing a motion to dismiss for failure to state a 

claim de novo).

II

Although the Sarbanes-Oxley and Dodd-Frank Acts 

“differ in important respects,” they both contain provisions 

designed to “shield whistleblowers from retaliation.”
6 DARAMOLA V. ORACLE AMERICA, INC.

Digital Realty Tr., Inc. v. Somers, 583 U.S. 149, 152 (2018). 

Both laws mandate that employers may not “discharge, 

demote, suspend, threaten, harass” or otherwise 

“discriminate against” an employee “in the terms and 

conditions of employment” based on the employee’s 

protected whistleblowing activities. 18 U.S.C. § 1514A(a)

(Sarbanes-Oxley); 15 U.S.C. § 78u-6(h)(1)(A) (DoddFrank).

1

1 The Sarbanes-Oxley anti-retaliation provision provides:

No [covered] company . . . or any officer, 

employee . . . or agent of such company . . . may 

discharge, demote, suspend, threaten, harass, or in any 

other manner discriminate against an employee in the 

terms and conditions of employment because of any 

lawful act done by the employee—

(1) to provide information, cause information to 

be provided, or otherwise assist in [a qualifying] 

investigation . . . [or]

(2) to file, cause to be filed, testify, participate in, 

or otherwise assist in a [qualifying] 

proceeding . . . .

18 U.S.C. § 1514A(a).

The Dodd-Frank anti-retaliation provision provides:

No employer may discharge, demote, suspend, 

threaten, harass, directly or indirectly, or in any other 

manner discriminate against, a whistleblower in the 

terms and conditions of employment because of any 

lawful act done by the whistleblower—

(i) in providing information to the [Securities 

and Exchange] Commission . . . ;
DARAMOLA V. ORACLE AMERICA, INC. 7

The question in this case is whether either of these antiretaliation provisions apply to Daramola, a Canadian 

working out of Canada for a Canadian subsidiary of a U.S. 

parent company. To answer that question, we apply a wellknown principle of statutory interpretation known as the 

“presumption against extraterritoriality.” See, e.g., Abitron 

Austria GmbH v. Hetronic Int’l, Inc., 600 U.S. 412, 417 

(2023); RJR Nabisco, Inc. v. European Cmty., 579 U.S. 325, 

335 (2016); United States v. Alahmedalabdaloklah, 76 F.4th 

1183, 1202–03 (9th Cir. 2023). That presumption is this: “It 

is a longstanding principle of American law that legislation 

of Congress, unless a contrary intent appears, is meant to 

apply only within the territorial jurisdiction of the United 

States.” Abitron, 600 U.S. at 417 (quoting Morrison v. Nat’l 

Austl. Bank Ltd., 561 U.S. 247, 255 (2010)). Presumptively,

“foreign conduct is generally the domain of foreign law.” Id.

(alteration omitted) (quoting Microsoft Corp. v. AT&T 

Corp., 550 U.S. 437, 455 (2007)).

The Supreme Court has explained that “[d]ual rationales 

support the presumption against extraterritoriality.”

Yegiazaryan v. Smagin, 599 U.S. 533, 541 (2023). First, the 

presumption “serves to avoid the international discord that 

can result when U.S. law is applied to conduct in foreign 

(ii) in initiating, testifying in, or assisting in any 

investigation or judicial or administrative 

action of the Commission . . . ; or

(iii) in making disclosures that are required or 

protected under the Sarbanes-Oxley Act of 

2002 . . . and any other law, rule, or 

regulation subject to the jurisdiction of the 

Commission.

15 U.S.C. § 78u-6(h)(1)(A).
8 DARAMOLA V. ORACLE AMERICA, INC.

countries.” Abitron, 600 U.S. at 417 (quoting RJR Nabisco, 

579 U.S. at 335–36). And second, the presumption reflects 

“the commonsense notion that Congress generally legislates 

with domestic concerns in mind.’” Yegiazaryan, 599 U.S. at 

541 (quoting Smith v. United States, 507 U.S. 197, 204 n.5 

(1993)). The effect of the presumption is to “preserve a 

stable background against which Congress can legislate with 

predictable effects.” Morrison, 561 U.S. at 261. The

presumption is thus “a ‘canon of construction,’ not ‘a limit 

upon Congress’s power to legislate.’” 

Alahmedalabdaloklah, 76 F.4th at 1203 (quoting Morrison, 

561 U.S. at 255).

We apply the presumption against extraterritoriality 

using a two-step framework. See Abitron, 600 U.S. at 417–

18; RJR Nabisco, 579 U.S. at 337. “At step one, we 

determine whether a provision is extraterritorial, and that 

determination turns on whether ‘Congress has affirmatively 

and unmistakably instructed that’ the provision at issue 

should ‘apply to foreign conduct.’” Abitron, 600 U.S. at 

417–18 (quoting RJR Nabisco, 579 U.S. at 335, 337). If so, 

the presumption against extraterritoriality is overcome, and 

“claims alleging exclusively foreign conduct may proceed.” 

Id. at 418.

If not, we proceed to step two to “resolve[] whether the 

suit seeks a (permissible) domestic or (impermissible) 

foreign application of the provision.” Id. At step two, “we 

‘determine whether the case involves a domestic application 

of the statute’ by ‘looking to the statute’s focus.’” Hussain, 

972 F.3d at 1142 (quoting RJR Nabisco, 579 U.S. at 337). 

In conducting this analysis, we ask “whether the conduct 

relevant to that focus occurred in United States territory.” 

Abitron, 600 U.S. at 418 (emphasis omitted) (quoting 

WesternGeco LLC v. ION Geophysical Corp., 138 S. Ct. 
DARAMOLA V. ORACLE AMERICA, INC. 9

2129, 2136 (2018)). “‘If the conduct relevant to the statute’s 

focus occurred in the United States, then the case involves a 

permissible domestic application’ of the statute, ‘even if 

other conduct occurred abroad.’” WesternGeco, 138 S. Ct. 

at 2137 (quoting RJR Nabisco, 579 U.S. at 337).

A

Beginning at step one, we conclude that nothing in the 

anti-retaliation provisions in the Sarbanes-Oxley and DoddFrank Acts overcomes the presumption that Congress does 

not regulate foreign conduct. 

Focusing specifically “at the level of the particular 

provision implicated,” Abitron, 600 U.S. at 419 n.3, we will

not find that a statutory provision regulates foreign conduct

unless “Congress has affirmatively and unmistakably 

instructed that [it] will do so.” RJR Nabisco, 579 U.S. at 

335. The anti-retaliation provisions in Sarbanes-Oxley and 

Dodd-Frank contain no such “affirmative[] and 

unmistakabl[e]” language. Id. They do not expressly 

discuss regulating foreign conduct. Nor do they otherwise 

provide any indication that Congress contemplated an 

extraterritorial application. See Abitron, 600 U.S. at 420 (“It 

is a ‘rare statute that clearly evidences extraterritorial effect 

despite lacking an express statement of extraterritoriality.’”) 

(quoting RJR Nabisco, 579 U.S. at 340)). “When a 

[provision] gives no clear indication of an extraterritorial 

application, it has none.” RJR Nabisco, 579 U.S. at 335

(quoting Morrison, 561 U.S. at 255). That is the case here.

Every court to have considered step one of the 

extraterritoriality framework has held that these two antiretaliation provisions do not apply extraterritorially. See, 

e.g., Garvey v. Admin. Rev. Bd., 56 F.4th 110, 123 (D.C. Cir. 

2022) (holding that the anti-retaliation provision of the 
10 DARAMOLA V. ORACLE AMERICA, INC.

Sarbanes-Oxley Act does not apply extraterritorially); 

Carnero v. Bos. Sci. Corp., 433 F.3d 1, 18 (1st Cir. 2006) 

(same); Liu Meng-Lin v. Siemens AG, 763 F.3d 175, 179, 

183 (2d Cir. 2014) (holding that the anti-retaliation provision 

of the Dodd-Frank Act does not apply extraterritorially but

declining to reach step two of the extraterritoriality 

framework).

The lack of any reference in the anti-retaliation 

provisions to extraterritorial application is all the more 

conspicuous considering that other provisions of the 

Sarbanes-Oxley and Dodd-Frank Acts do expressly apply 

extraterritorially. See, e.g., 18 U.S.C. § 1513(d) (“There is 

extraterritorial Federal jurisdiction over an offense under 

this section.”); 15 U.S.C. § 77v(c)(2) (establishing 

jurisdiction over certain claims brought by the SEC or 

United States that involve “conduct occurring outside the 

United States that has a foreseeable substantial effect within 

the United States”). These provisions demonstrate that 

“[w]hen it desires to do so, Congress knows how” to speak 

with sufficient clarity to regulate beyond our borders. EEOC 

v. Arabian Am. Oil Co., 499 U.S. 244, 258 (1991) (quoting 

Argentine Republic v. Amerada Hess Shipping Corp., 488 

U.S. 428, 440 (1989)). When, as here, “legislation explicitly 

provid[es] one provision with extraterritorial reach,” there is 

reason to doubt that Congress intended “another provision 

without such language [to] appl[y] overseas.” Garvey, 56 

F.4th at 123; see also Liu Meng-Lin, 763 F.3d at 180–81; 

Carnero, 433 F.3d at 10–11. 

We therefore agree with the consensus view that the antiretaliation provisions in the Sarbanes-Oxley and DoddFrank Acts do not apply extraterritorially.
DARAMOLA V. ORACLE AMERICA, INC. 11

B

We accordingly turn to step two of the analysis and 

decide whether this case involves a permissible domestic 

application of either provision.2 To prove that domestic 

application is appropriate, we must consider “the statute’s 

‘focus’ and ask whether the conduct relevant to that focus 

occurred in United States territory.” Abitron, 600 U.S. at 

418 (emphasis omitted) (quoting WesternGeco, 138 S. Ct. at 

2136). “[I]f the relevant conduct occurred in another 

country, ‘then the case involves an impermissible 

extraterritorial application regardless of any other conduct 

that occurred in U.S. territory.’” WesternGeco, 138 S. Ct. at 

2137 (quoting RJR Nabisco, 579 U.S. at 337).

1

We begin with the Sarbanes-Oxley anti-retaliation 

provision. For extraterritoriality purposes, “[t]he focus of a 

statute is the object of its solicitude, which can include the 

conduct it seeks to regulate, as well as the parties and 

interests it seeks to protect or vindicate.” Abitron, 600 U.S.

at 418 (quotations omitted). The “focus test is a tool of 

statutory interpretation,” Doe I v. Nestle USA, Inc., 766 F.3d 

1013, 1028 (9th Cir. 2014), which involves considering “the 

plain import of the statutory text,” Hussain, 972 F.3d at 

1144, along with the broader statutory context and objectives 

that inform the meaning of a particular provision, see 

Morrison, 561 U.S. 247, 267 (2010).

2 Daramola does not make any arguments on appeal directly addressing

the “focus” of either anti-retaliation provision, nor does he attempt to 

distinguish between the statutory “focus” of Sarbanes-Oxley and DoddFrank. 
12 DARAMOLA V. ORACLE AMERICA, INC.

Sarbanes-Oxley was enacted in 2002 “[t]o safeguard 

investors in public companies and restore trust in the 

financial markets following the collapse of Enron 

Corporation.” Lawson v. FMR LLC, 571 U.S. 429, 432 

(2014). Congress was particularly concerned “that Enron 

had succeeded in perpetuating its massive shareholder 

fraud” by retaliating against and silencing employees who 

attempted to report misconduct internally or to a federal 

agency. Id. at 435. To address this concern, Sarbanes-Oxley 

makes it unlawful for covered employers to retaliate against 

employees in the terms and conditions of employment for 

reporting possible fraud and violations of securities laws to 

their supervisors, to a federal agency, or to Congress. 18 

U.S.C. § 1514A(a).

Before filing suit in response to a retaliatory employment 

action, an employee seeking relief under Sarbanes-Oxley 

must exhaust her administrative remedies by filing a 

complaint against her employer with the Department of 

Labor. § 1514A(b)(1)(A). The complaint must be filed 

within 180 days after the date the employee learns of the 

retaliatory conduct. § 1514A(b)(2)(D). Sarbanes-Oxley

entitles a prevailing employee to “all relief necessary to 

make the employee whole,” including reinstatement, back 

pay, and “compensation for any special damages sustained 

as a result of the discrimination.” § 1514A(c).

Against this backdrop we agree with the D.C. Circuit and 

conclude that the “focus” of the Sarbanes-Oxley antiretaliation provision is on protecting employees from

employment-related retaliation. See Garvey, 56 F.4th at 127.

Because the focus of the Sarbanes-Oxley whistleblower 

anti-retaliation provision is on prohibiting employmentrelated retaliation, Daramola must demonstrate that the locus 
DARAMOLA V. ORACLE AMERICA, INC. 13

of his employment relationship was “in United States 

territory.” WesternGeco, 138 S. Ct. at 2136; see also

Garvey, 56 F.4th at 127 (explaining that the conduct relevant 

to the “focus” of the anti-retaliation provisions is “the locus 

of an employee’s work and the terms of his or her 

employment contract”).

Daramola’s employment relationship with Oracle 

involved a mix of domestic and foreign conduct, as is often 

the case when a foreign employee does work with a U.S. 

parent entity. On the domestic side, Daramola points out that 

he regularly accessed Oracle’s U.S. servers; his supervisors 

were located in the United States; he worked with U.S. 

employees and U.S. customers and submitted his hours to 

Oracle America; and Oracle Canada was the wholly owned 

subsidiary of a U.S. corporation.

At the same time, Daramola’s employment relationship 

involved critical foreign connections. Daramola, a Canadian 

citizen, resided in Canada at all relevant times. He was 

employed by a Canadian company, Oracle Canada. He 

agreed that Canadian law would govern his employment 

contract (Daramola attached the contract to a declaration he 

filed in the district court, which he included in his excerpts 

of record on appeal). And when Daramola eventually

resigned, he formally notified Oracle Canada’s HR 

department. 

Here, the locus of Daramola’s employment relationship 

was in Canada, such that application of the Sarbanes-Oxley 

anti-retaliation provision would be impermissibly 

extraterritorial. Other Circuits have drawn similar 

conclusions under like circumstances. 

We begin with the D.C. Circuit’s decision in Garvey, 

which offers the most extensive treatment of the Sarbanes-
14 DARAMOLA V. ORACLE AMERICA, INC.

Oxley anti-retaliation provision to date. The plaintiff in 

Garvey was a U.S. citizen employed overseas, first by the 

Morgan Stanley Japan Group in Tokyo and then by Morgan 

Stanley Asia Limited in Hong Kong. 56 F.4th at 115, 128. 

Both companies were subsidiaries of a U.S. parent company, 

Morgan Stanley. Id. at 115. The plaintiff’s employment 

agreement with Morgan Stanley Asia Limited was 

specifically governed by Hong Kong law. Id. The plaintiff

“raised a number of concerns with his superiors in New York 

regarding potential U.S. securities law violations committed 

by Morgan Stanley employees,” which “occur[ed]

predominately overseas but affect[ed] U.S. markets.” Id. At 

one point, he traveled to New York to assist in the 

company’s investigation of these reported violations. Id. at 

119. The plaintiff claimed that Morgan Stanley retaliated 

against him for raising these issues, leading him to resign. 

Id. at 119, 128.

The D.C. Circuit held that in these circumstances,

application of the Sarbanes-Oxley whistleblower antiretaliation provision would be impermissibly extraterritorial. 

Id. at 129. Treating as relevant conduct “the locus of an 

employee’s work and the terms of his or her employment 

contract,” Garvey found significant that the plaintiff was 

working out of foreign countries for a foreign employer, 

including under an employment agreement governed by 

foreign law. Id. at 127–28. The plaintiff, for his part,

pointed to his U.S. citizenship, that his employer’s parent 

entity was a U.S. company, that the alleged fraud affected 

U.S. markets, and that the retaliation against him was 

allegedly orchestrated in the United States. Id. at 128. But 

the D.C. Circuit concluded that “[t]hese allegations neither 

change the overseas locus of Garvey’s employment nor 

make the conduct domestic.” Id. The plaintiff’s case called 
DARAMOLA V. ORACLE AMERICA, INC. 15

for an extraterritorial application of Sarbanes-Oxley’s antiretaliation provision because “[t]he alleged retaliation 

against Garvey occurred solely in connection with his work 

for Morgan Stanley Asia Limited, an extraterritorial 

employer.” Id. at 129.

The First Circuit’s decision in Carnero is also 

instructive. In that case, the plaintiff was a citizen of 

Argentina who worked for Argentinian and Brazilian 

subsidiaries of a Delaware corporation. 433 F.3d at 2–3. His 

employment agreement provided that the laws of Argentina 

would govern. Id. at 2. The plaintiff argued that application 

of the Sarbanes-Oxley anti-retaliation provision would be 

domestic because “he maintained contact with” the U.S. 

parent corporation, “travel[ed] frequently to Massachusetts 

to meet with supervisors there,” and because the parent 

company’s Massachusetts employees exercised “extensive 

and continuous control . . . over his work . . . in Latin 

America.” Id. at 3. The First Circuit found these domestic 

contacts insufficient. It held that because the plaintiff “was 

a resident of Argentina and Brazil directly employed by 

foreign companies operating in those countries,” application 

of the Sarbanes-Oxley whistleblower protections would be 

extraterritorial. Id. at 18 & n.17.

Our conclusion that the relevant conduct in this case 

occurred outside the United States is consistent with the 

decisions in Garvey and Carnero. In the case before us, the 

employment relationship is between a Canadian employer 

and Canadian employee, to be governed by Canadian law, 

with the employee residing in Canada. Considered together,

these fundamental features of Daramola’s employment

outweigh the domestic aspects of his work. We conclude 

that application of the Sarbanes-Oxley anti-retaliation 

provision would not be domestic in nature.
16 DARAMOLA V. ORACLE AMERICA, INC.

2

We next address the applicability of Dodd-Frank’s antiretaliation provision to the case before us. Congress 

responded to the 2008 financial collapse by enacting DoddFrank to “promote the financial stability of the United States 

by improving accountability and transparency in the 

financial system.” Digit. Realty, 583 U.S. at 155 (quoting 

Dodd-Frank Wall Street Reform and Consumer Protection 

Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010)). In DoddFrank, Congress “established ‘a new, robust whistleblower 

program designed to motivate people who know of securities

law violations to tell the SEC.’” Digit. Realty, 583 U.S. at 

155 (emphasis added) (quoting S. Rep. No. 111–176, at 38 

(2010)).

The Dodd-Frank anti-retaliation provision makes it 

unlawful for covered employers to retaliate against 

whistleblowers in the terms and conditions of employment 

for reporting possible violations of the securities laws to the 

SEC, for participating in an SEC proceeding, or for making 

disclosures required or protected under Sarbanes-Oxley and 

certain other securities laws. 15 U.S.C. § 78u-6(h)(1)(A).

Dodd-Frank’s whistleblower provision works in tandem 

with Dodd-Frank’s strong incentives to encourage reports to 

the SEC, including double back pay, § 78u-6(h)(1)(C)(ii), 

reinstatement of the employee’s position with seniority, 

§ 78u-6(h)(1)(C)(i), and eligibility for cash payments if the 

report leads to a successful SEC enforcement action, § 78u6(b)(1). Specifically, whistleblowers who provide 

information leading to successful SEC enforcement actions 

can receive awards between 10 to 30 percent of any 

monetary sanction ultimately imposed by the SEC. Id. 

These cash bounties are not limited to employees; Dodd-
DARAMOLA V. ORACLE AMERICA, INC. 17

Frank defines “whistleblower” to mean any person who 

provides “information relating to a violation of the securities 

laws to the [SEC].” § 78u-6(a)(6). Employees who report 

misconduct to their supervisors alone are not eligible for 

Dodd-Frank’s cash bounties. It is not necessary for DoddFrank whistleblowers to file complaints against their 

employers with the Department of Labor, and Dodd-Frank 

allows a six-year statute of limitations period from the date 

of the employer’s retaliation, § 78u-6(h)(1)(B)(iii)(I)(aa)—

in sharp contrast to the six-month period allowed by 

Sarbanes-Oxley, 18 U.S.C. § 1514A(b)(2)(D).

Unlike the Sarbanes-Oxley provision, no circuit court 

has addressed the focus of Dodd-Frank’s anti-retaliation 

provision. Because the 15 U.S.C. § 78u-6(h)(1) is embedded 

in a statute with a different “purpose and design,” Digit.

Realty, 583 U.S. at 162, we do not assume the two antiretaliation provisions have an identical focus. However, 

because Daramola does not argue that the focus of the DoddFrank Act’s anti-retaliation provision is different than that of 

Sarbanes-Oxley, we need not define the contours of DoddFrank’s “purpose and design” in this context, nor decide 

whether the anti-retaliation provision of the Dodd-Frank Act 

should be understood to have a different purpose beyond 

protecting the employment relationship. 

As we noted in our discussion of Sarbanes-Oxley, the 

employment relationship in this case is between a Canadian 

employer and Canadian employee, to be governed by 

Canadian law, with the employee residing in Canada. Any 

domestic duties he performed were incidental to his foreign 

employment. 

Daramola focuses heavily on the fact that he accessed 

Oracle’s web servers located in California. We reject this 
18 DARAMOLA V. ORACLE AMERICA, INC.

“server” theory of domestic conduct. No court has held that 

accessing a server in the United States is sufficient 

“domestic” conduct, so as to permit the application of either 

the Sarbanes-Oxley or Dodd-Frank anti-retaliation 

provisions. Given the ubiquity of server connections to and 

through the United States, treating such a tenuous 

connection as sufficient domestic conduct would effectively 

negate the presumption against extraterritoriality. See 

Morrison, 561 U.S. at 266 (“[T]he presumption against 

extraterritorial application would be a craven watchdog 

indeed if it retreated to its kennel whenever some domestic 

activity is involved in the case.”). Because Daramola has 

not made a colorable argument that the relevant conduct in 

this case represents a domestic application of the statute, we 

affirm the district court’s order dismissing Daramola’s 

Dodd-Frank claim. 

Our conclusion that Daramola has not alleged sufficient 

domestic conduct in the United States is consistent with the 

Second Circuit’s decision in Liu Meng-Lin v. Siemens AG, 

which offers the most extensive treatment of the 

extraterritorial application of Dodd-Frank’s whistleblower 

provision to date. The plaintiff in that case was a citizen and 

resident of Taiwan who worked for a Chinese subsidiary of 

a German corporation that was listed on the New York Stock 

Exchange. 763 F.3d at 177, 183. Because essentially all the 

relevant conduct occurred abroad, the Second Circuit 

concluded, without reaching the statute’s focus, that the 

relevant conduct in that case was “extraterritorial by any 

reasonable definition.” Id. at 179. 

3

In concluding that this case would require the 

impermissible extraterritorial application of the anti-
DARAMOLA V. ORACLE AMERICA, INC. 19

retaliation provisions, we emphasize that the inquiry to be 

undertaken in cases like this is necessarily “contextspecific.” Yegiazaryan, 599 U.S. at 540. As the D.C. Circuit 

noted in Garvey, “[t]here may be some situations in which 

the relationship between an employee who works overseas 

and the parent company in the United States is so intertwined 

that a domestic application of [the whistleblower antiretaliation provisions] may be viable.” 56 F.4th at 128. We 

agree with that observation. We hold only that in this case, 

and on these facts, the domestic application of U.S. law is 

not viable.

III

This same reasoning disposes of Daramola’s state law 

claims. Daramola alleged that Oracle’s retaliation violated 

California’s labor laws and its public policy, as reflected in 

Cal. Bus. & Prof. Code § 17200. Analogous to the federal 

presumption against extraterritoriality, California presumes 

that its legislature does “not intend a statute to be ‘operative, 

with respect to occurrences outside the state, . . . unless such 

intention is clearly expressed or reasonably to be inferred 

from the language of the act or from its purpose, subject 

matter or history.’” Sullivan v. Oracle Corp., 254 P.3d 237, 

248 (Cal. 2011) (quoting Diamond Multimedia Sys., Inc. v. 

Superior Court, 968 P.2d 539, 553 (Cal. 1999)). 

Here, the California laws that Daramola invokes do not 

overcome this presumption. See id. Nor has Daramola 

established sufficient relevant conduct that occurred in 

California. See, e.g., Diamond Multimedia, 968 P.2d at 554 

(explaining that the proper inquiry is whether “the conduct 

which gives rise to liability . . . occurs in California”); 

McPherson v. EF Intercultural Found., Inc., 260 Cal. Rptr. 

3d 640, 661 (Cal. Ct. App. 2020) (rejecting the theory that 
20 DARAMOLA V. ORACLE AMERICA, INC.

California labor laws “should be applied to work performed 

outside of California by a nonresident even if that work is 

focused on activities and people actually in California”) 

(emphasis in original) (quotations omitted). Daramola’s 

allegations that he worked “within California” by virtue of 

his use of web servers located in the state is plainly 

insufficient. 

IV

For the foregoing reasons, the judgment of the district 

court is

AFFIRMED.