Thanks to Gary Brown of Nelson Mullins for this post!<\/p>\n
On June 22, 2022, the SEC announced a settled enforcement case<\/a> against The Brink\u2019s Company.\u00a0 The case is based on provisions in Brink\u2019s employee confidentiality agreements that all new employees were required to sign that prohibited disclosing confidential information without prior written approval from the company.\u00a0 The prohibition was expansive enough to include bringing financial data and other internal records to regulators, which is exactly the sort of information one is likely to include in a whistleblower complaint.\u00a0The allegations set forth in the SEC\u2019s Order<\/a> pointed out that despite its knowledge that the SEC was stepping up enforcement in this area, in 2015, the legal team for Brink\u2019s rank and file employees actually made its confidentiality agreements even more restrictive.\u00a0 <\/em><\/strong>These 2015 additions included provisions for liquidated damages ($75,000) and payment of legal fees for any employee.<\/p>\n This case is the latest in a series focused on the whistleblower protection provisions in the Dodd-Frank Act, and specifically Rule 21F-17, which states in part:<\/p>\n (a) No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement . . . with respect to such communications.<\/p>\n Brink\u2019s confidentiality agreements did not include an exception for disclosing information to the SEC via its whistleblower program.\u00a0 As discussed in the SEC\u2019s Order<\/a>, Brinks will pay a $400,000 civil penalty and must take steps to notify employees that they may provide confidential information to the SEC (and other government agencies) despite the terms of their confidentiality agreements.<\/p>\n Earlier cases that send this same message include:<\/p>\n Pre-taliation clauses are one of the great unforced errors in corporate compliance<\/strong>. You are accountable even if you don\u2019t enforce the agreement \u2013 inclusion of the offending language is enough to violate the rule.\u00a0 So \u2013 do a keyword search in your policy manual and form agreements, find any offending examples, and then press the DELETE key. That\u2019s your remediation.<\/p>\n As always, your thoughts and comments are welcome!<\/p>\n","protected":false},"excerpt":{"rendered":" Thanks to Gary Brown of Nelson Mullins for this post! On June 22, 2022, the SEC announced a settled enforcement case against The Brink\u2019s Company.\u00a0 The case is based on provisions in Brink\u2019s employee confidentiality agreements that all new employees were required to sign that prohibited disclosing confidential information without prior written approval from the … Continue reading Brinks Hijacked on \u201cPre-taliation\u201d Whistleblower Claims<\/span> \n