‘‘(f) WHISTLEBLOWER INCENTIVES
AND PROTEC-
TION.— 
‘‘(1) DEFINITIONS.—In this subsection the fol-
lowing definitions shall apply: 
‘‘(A) COVERED
PROCEEDING.—The term 
‘covered proceeding’ means any disciplinary 
proceeding by the Board initiated after the date 
of the enactment of this subsection that results 
in monetary sanctions exceeding $2,500. 
‘‘(B) ORIGINAL INFORMATION.—The term 
‘original information’ means information that— 
‘‘(i) is derived from the independent 
knowledge or analysis of a whistleblower; 
‘‘(ii) is not known to the Board from 
any other source, unless the whistleblower 
is the original source of the information; 
and 
‘‘(iii) is not exclusively derived from 
an allegation made in a disciplinary pro-
ceeding, in a judicial or administrative 
hearing, in a governmental report, hearing, 
audit, or investigation, or from the news 
media, unless the whistleblower is a source 
of the information. 
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‘‘(C) MONETARY
SANCTIONS.—The term 
‘monetary sanctions’ means any civil money 
penalties imposed by the Board under sub-
section (c)(4) as modified by the Commission 
under section 107(c)(3). 
‘‘(D) WHISTLEBLOWER.—The term ‘whis-
tleblower’ means any individual who provides, 
or 2 or more individuals acting jointly who pro-
vide, information relating to a violation of this 
Act, the rules of the Board, the provisions of 
the securities laws relating to the preparation 
and issuance of audit reports, auditor independ-
ence, and the obligations and liabilities of ac-
countants with respect thereto, including the 
rules of the Board issued pursuant to this Act, 
or professional standards governing auditors 
and accountants. 
‘‘(2) AWARDS.— 
‘‘(A) IN
GENERAL.—In any covered dis-
ciplinary proceeding, the Board shall pay an 
award or awards to 1 or more whistleblowers 
who voluntarily provided original information to 
the Board that resulted in the board imposing 
monetary sanctions, in an aggregate amount 
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determined in the discretion of the Board but 
equal to— 
‘‘(i) not less than 10 percent, in total, 
of what has been collected of the monetary 
sanctions imposed; and 
‘‘(ii) not more than 50 percent, in 
total, of what has been collected of the 
monetary sanctions. 
‘‘(B) 
CRITERIA.—In 
determining 
the 
amount of an award made under subparagraph 
(A), the Commission shall take into consider-
ation— 
‘‘(i) the significance of the informa-
tion provided by the whistleblower to the 
success of the disciplinary proceeding; 
‘‘(ii) the degree of assistance provided 
by the whistleblower and any legal rep-
resentative of the whistleblower in a dis-
ciplinary proceeding; and 
‘‘(iii) the programmatic interest of the 
Board in deterring violations by making 
awards to whistleblowers who provide in-
formation that lead to successful enforce-
ment. 
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‘‘(C) DENIAL
OF
AWARD.—No award 
under subparagraph (A) shall be made— 
‘‘(i) to any whistleblower who is, or 
was at the time the whistleblower acquired 
the original information submitted to the 
Board, a member, officer, or employee of— 
‘‘(I) an appropriate regulatory 
agency (as such term is defined in 
section 34 of the Securities Exchange 
Act of 1934); 
‘‘(II) the Department of Justice; 
‘‘(III) a self-regulatory organiza-
tion (as such term is defined in sec-
tion 34 of the Securities Exchange 
Act of 1934); 
‘‘(IV) the Public Company Ac-
counting Oversight Board; or 
‘‘(V) a law enforcement organiza-
tion; 
‘‘(ii) to any whistleblower who is con-
victed of a criminal violation related to the 
Board finding for which the whistleblower 
otherwise could receive an award under 
this section; 
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‘‘(iii) to any whistleblower who fails to 
submit information to the Board in such 
form as the Board may, by rule, require; 
‘‘(iv) to any whistleblower who know-
ingly and willfully makes any false, ficti-
tious, or fraudulent statement or represen-
tation; and 
‘‘(v) to any whistleblower who uses 
any false writing or document knowing the 
writing or document contains any false, fic-
titious, or fraudulent statement or entry. 
‘‘(D) PAYMENT OF AWARDS.—Any amount 
paid under subparagraph (A) shall be paid from 
any funds generated from the collection of mon-
etary sanctions. 
‘‘(3) REPRESENTATION.— 
‘‘(A) PERMITTED REPRESENTATION.—Any 
whistleblower who makes a claim for an award 
under paragraph (2) may be represented by 
counsel. 
‘‘(B) REQUIRED REPRESENTATION.— 
‘‘(i) IN GENERAL.—Any whistleblower 
who anonymously makes a claim for an 
award under paragraph (2) shall be rep-
resented by counsel if the whistleblower 
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anonymously submits the information upon 
which the claim is based. 
‘‘(ii) DISCLOSURE
OF
IDENTITY.— 
Prior to the payment of an award, a whis-
tleblower shall disclose the identity of the 
whistleblower and provide such other infor-
mation as the Board may require, directly 
or through counsel, for the whistleblower. 
‘‘(4) NO CONTRACT NECESSARY.—No contract 
with the Board is necessary for any whistleblower to 
receive an award under paragraph (2), unless other-
wise required by the Board by rule. 
‘‘(5) APPEALS.—Any determination made under 
this subsection, including whether, to whom, or in 
what amount to make awards, shall be in the discre-
tion of the Board. Any such determination, except 
the determination of the amount of an award if the 
award was made in accordance with this paragraph, 
may be appealed to the Commission not more than 
30 days after the determination is issue by the 
Board. The Commission shall review the determina-
tion made by the Board in accordance with section 
107(c). 
‘‘(6) PROTECTION OF WHISTLEBLOWERS.— 
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‘‘(A) 
PROHIBITION
AGAINST
RETALIA-
TION.—No current or former employer may dis-
charge, demote, suspend, threaten, blacklist, 
harass, directly or indirectly, actively or pas-
sively, or in any other manner discriminate 
against any whistleblower in the terms and con-
ditions of employment, including compensation, 
because of any lawful act done by the whistle-
blower in— 
‘‘(i) providing information to the 
Board in accordance with this subsection; 
‘‘(ii) initiating, testifying in, or assist-
ing in any investigation or administrative 
action of the Board based upon or related 
to such information; 
‘‘(iii) making disclosures that are re-
quired or protected under the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7201 et 
seq.), the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.), including section 
10A(m) of such Act (15 U.S.C. 78f(m)), 
section 1513(e) of title 18, United States 
Code, and any other law, rule, or regula-
tion subject to the jurisdiction of the Com-
mission; and 
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‘‘(iv) in providing information regard-
ing any conduct that the whistleblower rea-
sonably believes constitutes a violation of 
any law, rule, or regulation subject to the 
jurisdiction of the Board to— 
‘‘(I) a person with supervisory 
authority over the whistleblower at the 
whistleblower’s employer, where such 
employer is an entity registered with 
or required to be registered with the 
Commission, a self-regulatory organi-
zation, or a State securities commis-
sion or office performing like func-
tions; or 
‘‘(II) such other person working 
for the employer described under sub-
clause (I) who has the authority to in-
vestigate, discover, or terminate mis-
conduct. 
‘‘(B) ENFORCEMENT
OF
PROHIBITION 
AGAINST RETALIATION.—Any whistleblower who 
alleges discharge or other discrimination or is 
otherwise aggrieved by an employer in violation 
of subparagraph (A) may seek relief— 
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‘‘(i) by filing a complaint with the 
Secretary of Labor; or 
‘‘(ii) if the Secretary has not issued a 
final decision within 180 days of the filing 
of the complaint and there is no showing 
that such delay is due to the bad faith of 
the claimant, bringing an action at law or 
equity for de novo review in the appro-
priate district court of the United States, 
which shall have jurisdiction over such an 
action without regard to the amount in 
controversy. 
‘‘(C) PROCEDURE.— 
‘‘(i) IN GENERAL.—An action under 
subparagraph (B)(ii) shall be governed 
under the rules and procedures set forth in 
section 42121(b) of title 49, United States 
Code. 
‘‘(ii) EXCEPTION.—Notification made 
under section 42121(b)(1) of title 49, 
United States Code, shall be made to the 
person named in the complaint and to the 
employer. 
‘‘(iii) BURDENS OF PROOF.—An ac-
tion brought under subparagraph (B)(ii) 
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shall be governed by the legal burdens of 
proof set forth in section 42121(b) of title 
49, United States Code. 
‘‘(iv) STATUTE OF LIMITATIONS.—An 
action under subparagraph (B) shall be 
commenced not later than 180 days after 
the date on which the violation occurs, or 
after the date on which the whistleblower 
became aware of the violation. 
‘‘(v) JURY TRIAL.—A party to an ac-
tion brought under subparagraph (B) shall 
be entitled to trial by jury. 
‘‘(D) REMEDIES.—Any whistleblower who 
prevails in any action brought under this para-
graph shall be entitled to all relief necessary to 
make the whistleblower whole, including— 
‘‘(i) reinstatement with the same se-
niority status that the whistleblower would 
have had, but for the discrimination; 
‘‘(ii) 2 times the amount of back pay 
otherwise owed to the whistleblower, with 
interest; 
‘‘(iii) consequential and compensatory 
damages; 
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‘‘(iv) special damages, including dam-
ages 
for 
emotional 
distress 
and 
reputational harm; and 
‘‘(v) compensation for litigation costs, 
expert witness fees, and reasonable attor-
neys’ fees. 
‘‘(E) CONFIDENTIALITY.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the Board and any of-
ficer or employee of the Board may not 
disclose any information without the writ-
ten consent of the whistleblower, including 
information provided by the whistleblower 
to the Board, which could reasonably be 
expected to reveal the identity of the whis-
tleblower unless and until the Board is re-
quired to disclose such information to a de-
fendant or respondent in connection with a 
public proceeding instituted by the Com-
mission or any entity described in clause 
(iv). 
‘‘(ii) NOTICE.—If the Board shall, be-
fore making information referred to in 
clause (i) available to a defendant or re-
spondent in connection with a public pro-
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ceeding instituted by the Commission or 
any entity described in clause (iv), provide 
notice to the whistleblower that such infor-
mation is being made available. 
‘‘(iii) RULE
OF
CONSTRUCTION.— 
Nothing in this section is intended to limit, 
or shall be construed to limit, the ability of 
the Attorney General to present such evi-
dence to a grand jury or to share such evi-
dence with potential witnesses or defend-
ants in the course of an ongoing criminal 
investigation. 
‘‘(iv) AVAILABILITY TO GOVERNMENT 
AGENCIES.— 
‘‘(I) IN GENERAL.—Without the 
loss of its status as confidential in the 
hands of the Board, all information 
referred to in clause (i) may, in the 
discretion of the Board, when deter-
mined by the Board to be necessary to 
accomplish the purposes of this Act 
and to protect investors, be made 
available to— 
‘‘(aa) the Attorney General 
of the United States; 
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ances of confidentiality as the Board 
determines appropriate. 
‘‘(III) NOTICE.—If the Board 
makes information referred to in 
clause (i) available pursuant to sub-
clause (I), the Board shall 
‘‘(F) RIGHTS RETAINED.—Nothing in this 
subsection shall be deemed to diminish the 
rights, privileges, or remedies of any whistle-
blower under any Federal or State law, or 
under any collective bargaining agreement. 
‘‘(G) UNENFORCEABILITY.— 
‘‘(i) WAIVER
OF
RIGHTS
AND
REM-
EDIES.—The rights and remedies provided 
for in this section may not be waived by 
any condition of employment, including a 
predispute arbitration agreement. 
‘‘(ii) REQUIRED
ARBITRATION.—Any 
provision of a predispute arbitration agree-
ment that requires arbitration of a dispute 
arising under this paragraph shall be in-
valid and unenforceable.’’; and 
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(2) in section 109(c)(2) (15 U.S.C. 7219(c)(2)) 
by striking ‘‘all funds collected’’ and inserting ‘‘at 
least 50 percent of funds collected’’. 
Æ 
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