Back To SECURITIES & COMMODITIES FRAUD
The Securities and Exchange Commission has broad authority to protect investors and the integrity of the securities market. Its primary tools in this fight are the antifraud provisions of the Securities Act and the Exchange Act, which require companies to tell the truth to the investing public. But the SEC also has unique regulations targeted at key market participants, such as investment advisers and broker-dealers. Whistleblowers can receive rewards for reporting violations of any of these laws.
Most SEC enforcement is targeted at shutting down frauds on unsuspecting investors. These schemes can take many forms, and the SEC has several tools to pursue them:
The SEC relies heavily on whistleblowers to shut down these schemes. Frauds succeed because it is difficult to know when a company is lying unless you are on the inside. Thus, corporate insiders can play a critical role in alerting the SEC to misconduct. But whistleblowers do not have to be insiders. In many cases, experts like forensic accountants can perform sophisticated analyses to detect fraud from the outside looking in. Whether insider or outsider, whistleblowers play an indispensable role in helping the SEC prosecute billions of dollars in fraud each year.
In addition to prosecuting securities fraud, the SEC regulates a wide variety of market activity under several laws. Whistleblowers can report any violations of these laws through the SEC Whistleblower Program.
For example, the SEC heavily regulates critical financial intermediaries such as brokers and dealers, investment advisers, clearing agencies, exchanges, and swaps dealers. Each of these market participants is subject to its own registration requirements and oversight rules.
Broker-dealers must preserve all communications relating to their business, and the SEC has recently charged numerous broker- dealers for using unofficial
Under section 15(g) of the Exchange Act of 1934, broker-dealers must maintain policies and procedures to prevent the misuse of nonpublic information obtained in their work.
Further, in 2019, the SEC adopted new standards of conduct for broker-dealers serving retail investors through Regulation Best Interest (or Reg BI).
Most importantly, the Advisers Act incorporates an antifraud provision that requires investment advisers to treat their customers fairly and honestly. Accordingly, the SEC regularly penalizes advisers who misappropriate funds, fail to disclose conflicts of interest and hidden fees, or misrepresent their performance.
Investment advisers must also maintain certain customer records.
The SEC has promulgated extensive regulations governing the conduct of security-based swaps dealers, which generally include any firm holding itself out as a dealer in security-based swaps, making markets in security-based swaps, or regularly entering security-based swaps for their own account. Among other things, security-based swap dealers are subject to registration, collateral and margin requirements, and mandatory transaction reporting.
The SEC is generally required to maintain the confidentiality of whistleblowers, and typically, the SEC is able keep the identity of the whistleblower confidential throughout its investigation. Whistleblowers may also submit information to the SEC anonymously, as long as an attorney represents them. The Dodd-Frank Act also protects SEC whistleblowers from employer retaliation, including firing, demoting, suspending, threatening, harassing, or discriminating against whistleblowers who provide information to or assist the SEC. Whistleblowers who are retaliated against for their whistleblowing may sue for reinstatement, back pay, and other damages. These protections apply whether or not a whistleblower receives an award, as long as the whistleblower had a reasonable belief that a violation of SEC laws or regulations occurred or would soon occur. The SEC has also brought numerous enforcement actions against companies that attempt to stop whistleblowers from reporting misconduct.
These descriptions of defense contracting frauds are general in nature and do not constitute legal advice. Defense contracting frauds are complex and ever-evolving. The attorneys at Whistleblower Partners understand the complicated, constantly changing legal landscape and are happy to discuss any potential matter further.
If you would like more information or would like to speak to an attorney at Whistleblower Partners, please contact us for a confidential consultation.