On May 5, the U.S. Securities and Exchange Commission ("SEC") awarded $279 million to a whistleblower, the agency's largest single whistleblower award in its history. Indeed, this award is larger than the aggregate annual awards to whistleblowers in each year other than fiscal year 2021. As is typical, the SEC did not provide details about the subject of the whistleblower's information, but the magnitude of the award suggests the covered matter was among the agency's most significant enforcement cases.

According to the heavily redacted SEC order, the whistleblower provided "significant" information that included "multiple written submissions, communications, and interviews" related to a "covered action" and two "related actions." Notably, however, this whistleblower's information did not cause the SEC to open its investigation; rather, the staff was already aware of potential misconduct and had opened an investigation by the time the whistleblower provided information. Nonetheless, the whistleblower's information caused the SEC staff to expand the investigation and saved the staff "significant time and resources."

Including this award, the SEC has now granted more than $430 million to whistleblowers so far this year, putting it on pace to exceed its previous high-water mark of $564 million awarded in 2021. Curiously, the number of claimants receiving awards is on pace to decline this year by more than 20% compared to the last two years, indicating that the SEC is paying larger awards to fewer claimants. This trend highlights that whistleblowers have become crucial to the SEC's biggest cases, not only to alert the agency to alleged misconduct but to guide the SEC staff after investigations have started.

The size of this award is likely to encourage more whistleblowing, which the SEC no doubt wants. But given SEC and Department of Justice insistence that companies swiftly self-report alleged wrongdoing to receive cooperation credit, companies would be well-served to foster policies and procedures that encourage employees to report their concerns internally first, which would allow companies to investigate, remediate, and potentially self-report improprieties. Such policies and procedures include setting an appropriate tone from the top, implementing robust systems for confidential reporting, promptly investigating and remediating complaints, and demonstrating zero tolerance for whistleblower retaliation.

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