What activities are considered protected whistleblowing under the Sarbanes-Oxley Act?

Providing Information or Assisting in Investigations

Employees are protected when they provide information or assist in an investigation regarding conduct that they reasonably believe constitutes a violation of federal securities laws, SEC rules, or other federal laws related to fraud against shareholders. This includes participating in internal investigations or investigations by federal regulatory or law enforcement agencies, Congress, or a person with supervisory authority over the employee.

Reporting Fraud

Reporting fraud or violations related to financial disclosures, accounting practices, or other activities that affect the financial performance or governance of the company.

Testifying in Proceedings

Employees are protected when they testify, participate, or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the employer) relating to an alleged violation of federal securities laws or fraud against shareholders.

Making Internal Complaints

Reporting concerns internally to supervisors, managers, or other persons within the organization who have authority to investigate, discover, or terminate misconduct.

To be considered protected, the employee’s belief that a violation has occurred must be subjectively and objectively reasonable. This means the employee must genuinely believe there is a violation (subjective reasonableness), and this belief must be reasonable in light of the circumstances (objective reasonableness).