USA Law and Practice Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP
6.3 Self-Disclosure Procedures The process of self-disclosure and/or applying for co-operation credit is highly fact-specific and varies from one agency to another. Reporting violations of the FCPA to the DOJ or SEC, for example, may involve a written or oral outreach to personnel at the relevant DOJ or SEC enforcement division following an inter - nal investigation. Ongoing co-operation may require providing documents or witnesses to the enforce - ment agency, making presentations to the enforce - ment agency, and providing estimates of the scheme’s impact (eg, the company’s gains or losses arising from a corruption scheme). 6.4 Protections Afforded to Whistle-Blowers US law generally protects whistle-blowers from retali - atory action for reporting their reasonable belief of a possible violation of many federal or state laws. The scope of protected whistle-blower activity varies, depending on the setting and US jurisdiction. The list below details the key statutory whistle-blow - ing provisions at the federal level. • Sarbanes-Oxley (SOX) Act (principally 18 USC, Section 1514). • Dodd-Frank Wall Street Reform and Consumer Protection Act (7 USC, Section 26). • SEC Whistleblower Statute (15 USC, Section 78u- 6). • SEC Whistleblower Rules (17 Code of Federal Regulations (CFR), Section 240.21F). • Commodity Futures Trading Commission (CFTC) Whistleblower Rules (17 CFR, Section 165 et seq). • Federal False Claims Act (31 USC, Sections 3729–3733). By way of illustration, the Sarbanes-Oxley Act (SOX) protects employees of publicly traded companies and their affiliates from retaliation for reporting alleged mail, wire, bank or securities fraud and related viola - tions. The details of a permissible whistle-blower protec - tion claim (such as the statute of limitations) vary from one statute to another. For example, SOX requires an employee to file a written complaint within 180 days
after an alleged retaliation, while the Dodd-Frank Act permits claims for up to ten years. 6.5 Incentives Provided to Whistle-Blowers The SEC and CFTC have programmes to pay mon - etary awards to whistle-blowers who voluntarily pro - vide new information about a violation of relevant laws (including bribery or corruption-related offences) that leads to a successful enforcement action. Whistle- blowers may be entitled to an award if the agency recovers a monetary sanction over USD1 million. The SEC and CFTC are required to give all entitled whistle- blowers an award of at least 10% and as much as 30% of the resulting penalties. As of the end of the fiscal year 2023, the SEC programme had resulted in nearly USD2 billion in payments to almost 400 whistle- blowers since the programme began in 2011. In April 2024, the DOJ announced a similar Corporate Whistleblower Awards Pilot Program, which will entitle non-culpable individuals to receive a portion of assets that result from successful prosecutions involving criminal or civil forfeitures. It also announced a Pilot Program on Voluntary Self-Disclosure for Individuals, which offers culpable individuals who co-operate with DOJ investigations discretionary grants of immunity, and entry into non-prosecution agreements. The pro - grammes will run for three years. Since April 2024, several US attorneys’ offices – including those in the Southern District of New York and the Northern District of California – have implemented similar programmes that allow whistle-blowers to receive non-prosecu - tion agreements, even if those whistle-blowers were involved in the underlying misconduct. In May 2025, the DOJ issued revised guidance for its Corporate Whistleblower Awards Pilot Program. Under this updated guidance, individuals (alone or jointly with other individuals) must meet additional criteria to qualify for payment of an award, including providing the DOJ with truthful, original information in writing that leads to civil or criminal forfeiture exceed - ing USD1 million in net proceeds. Finally, a whistle-blower who files a civil action under the False Claims Act or similar state laws alleging false representations in connection with a government- funded programme may be entitled to receive a sub -
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