Sarbanes-Oxley Act (SOX) of 2002

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Employees who work for publicly traded companies or companies that are required to file certain reports with the Securities and Exchange Commission (SEC) are protected from retaliation for reporting alleged violations of mail, wire, bank, or securities fraud; violations of rules or regulations of the SEC; or federal laws relating to fraud against shareholders.

Covered Companies

A company is covered by Section 806 of the Sarbanes-Oxley Act of 2002 (the Act) if it has a class of securities registered under Section 12 of the Securities Exchange Act, or is required to file reports under Section 15(d) of that Act. Its contractors, subcontractors, or agents may also be covered.

Protected Activity

If an employer is covered under the Act, it may not discharge or in any manner retaliate against an employee because he or she:

  • provided information
  • caused information to be provided, or
  • assisted in an investigation by
    • a federal regulatory or law enforcement agency
    • a member or committee of Congress, or
    • an internal investigation by the company relating to an alleged violation of mail fraud,
    • wire fraud, bank fraud, securities fraud, or violating SEC rules or regulations or federal
    • laws relating to fraud against shareholders.

In addition, an employer may not discharge or in any manner retaliate against an employee because he or she filed, caused to be filed, participated in or assisted in a proceeding under one of these laws or regulations.

Unfavorable Employment Actions

An employer may be found to have violated the Act if an employee’s protected activity was a contributing factor in the employer’s decision to take unfavorable employment action against the employee. Such actions may include:

  • Discharge or layoff
  • Blacklisting
  • Demoting
  • Denial of overtime or promotion
  • Disciplining
  • Denial of benefits
  • Failure to hire or rehire
  • Intimidation
  • Reassignment affecting prospects for promotion
  • Reduction in pay or hours

Click here to download full text of the regulations.

Source: Securities and Exchange Commission

Updated 10/7/08

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