SEC Imposes Penalty on Executive of Private Company for Whistleblower Retaliation

On April 12, 2022, the Securities and Exchange Commission issued a settled order finding that the respondent, David Hansen, had improperly retaliated against a whistleblower. The SEC found that Hansen, a co-founder of a privately held tech company, had violated Rule 21F-17(a) of the Securities Exchange Act of 1934 which prohibits retaliation against whistleblowers that impedes communication with the SEC. The SEC asserted jurisdiction notwithstanding the fact that Hansen's company had never issued registered securities and entered bankruptcy in October 2020. In addition, the SEC did not find that the retaliation was directed at preventing the whistleblower from providing information to the SEC. Previous SEC enforcement actions relating to protection of whistleblowers have primarily focused on the use of severance clauses and confidentiality agreements that limit an employee's right to speak to the SEC or recover whistleblower incentives. Thus, this action represents a considerable expansion of the SEC's enforcement focus with respect to whistleblower protections.


By Robert Houck, Clifford Chance, April 21, 2022