Washington D.C. Employment Law Update : Washington D.C. Employment Lawyer & Attorney : Littler Mendelson Law Firm : Virginia, Tyson's Corner

For example, the rule makes whistleblowers eligible for an award if they report internally and the company informs the SEC about the violations. In essence, all information provided by the employer to the SEC will be attributed to the whistleblower for award purposes. Second, a whistleblower’s voluntary participation in the company’s internal compliance and reporting system would constitute a factor that could increase the amount of the award, while the whistleblower’s interference with the company’s reporting process could decrease the amount of the award. In addition, the final rule extends the amount of time from 90 to 120 days in which the employee can report the information to the SEC after first reporting it internally and still be considered a whistleblower. According to the SEC, this would allow an employee to report the information through company channels while still preserving his “place in line” for a possible award.

One significant change from the proposed rules is that the SEC will allow the aggregation of smaller actions that arise from the same “nucleus of operative facts” to go towards the $1 million threshold entitling the whistleblower to an award. Under the proposed rule, awards would have only been available if the SEC brought a single judicial or administration action in which it obtained sanctions of more than $1 million.

In addition, the final rule clarifies who would be excluded from award eligibility. As stated in the rule, the final regulations “provide greater clarity and specificity about the scope of the exclusions applicable to senior officials within an entity who learn information about misconduct in connection with the entity’s processes for identifying, reporting, and addressing possible violations of law.”

For example, as discussed in a fact sheet on the final rule, those people who will not be considered whistleblowers eligible for awards include:

• People who have a pre-existing legal or contractual duty to report their information to the SEC.
• Attorneys (including in-house counsel) who attempt to use information obtained from client engagements to make whistleblower claims for themselves (unless disclosure of the information is permitted under SEC rules or state bar rules).
• People who obtain the information by means or in a manner that is determined by a U.S. court to violate federal or state criminal law.
• Officers, directors, trustees or partners of an entity who are informed by another person (such as by an employee) of allegations of misconduct, or who learn the information in connection with the entity’s processes for identifying, reporting and addressing possible violations of law (such as through the company hotline).
• Compliance and internal audit personnel.
• Public accountants working on SEC engagements, if the information relates to violations by the engagement client.

Notably, however, in some instances a company’s compliance and internal audit personnel as well as public accountants could become whistleblowers when:

• The whistleblower believes disclosure may prevent substantial injury to the financial interest or property of the entity or investors.
• The whistleblower believes that the entity is engaging in conduct that will impede an investigation.
• At least 120 days have elapsed since the whistleblower reported the information to his or her supervisor or the entity’s audit committee, chief legal officer, chief compliance officer – or at least 120 days have elapsed since the whistleblower received the information, if the whistleblower received it under circumstances indicating that these people are already aware of the information.

The final rule also clarifies that employees are protected from retaliation if they possess a reasonable belief that the information they are providing relates to a possible securities law violation that has occurred, is ongoing, or is about to occur. Under the rule it is also unlawful for anyone to interfere with a whistleblower’s efforts to communicate with the SEC, including threatening to enforce a confidentiality agreement.

The final rule will become effective 60 days after it is published in the Federal Register.

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Specifically, Section 922 of the Act adds Section 21 F to the Exchange Act, entitled “Securities Whistleblower Incentives and Protection.” This program provides monetary rewards to those who voluntarily contribute original information that leads the SEC to recover monetary sanctions of $1,000,000 or more in criminal and civil proceedings in federal court or through administrative action. Whistleblowers would be eligible for amounts between 10% and 30% of the monetary sanctions that are collected, based on the original information provided by the whistleblower.

Some commentators have questioned whether the monetary incentives provided to whistleblowers would reduce the effectiveness of a company’s existing compliance, legal, audit and similar internal processes for investigating and responding to potential violations of the federal securities laws. With this possible tension in mind, the SEC stated that they: “included provisions in the proposed rules intended not to discourage whistleblowers who work for companies that have robust compliance programs to first report the violation to appropriate company personnel, while at the same time preserving the whistleblower’s status as an original source of the information and eligibility for an award.” At the same time, according to the SEC, the proposed rules would not prohibit a whistleblower in a compliance function from reporting information to the Commission where the company did not provide the information to the Commission within a reasonable time or acted in bad faith.

In determining whether a company acted in bad faith, the SEC will, among other things, consider whether the entity or any personnel who were responsible for responding to allegations of misconduct took affirmative steps to hinder the preservation of evidence or a timely and appropriate investigation. For example, an effort by company officials to destroy documents or to interfere with witnesses would constitute bad faith conduct. Similarly, if a company engaged in a sham investigation of allegations, then the company’s response would constitute bad faith according to the SEC. The proposed rule does not set a fixed time frame for what is considered “reasonable”. Instead, the SEC states that a “reasonable time” in this context will necessarily be a flexible concept that will depend on all of the facts and circumstances of the particular case.

As discussed in an SEC fact sheet, the proposal includes provisions designed to encourage employees to avail themselves of their company’s internal compliance programs. For example, an employee who reports information through internal company channels would still be considered a whistleblower by the SEC, so long as the employee provides the same information to the agency within 90 days. The proposal also allows the SEC to consider higher percentage awards for whistleblowers who first report their information through effective company compliance programs. Accordingly, the SEC “does not expect our receipt of whistleblower complaints to minimize the importance of effective company processes for addressing allegations of wrongful conduct.”

The proposal includes additional definitions of phrases contained in the definition of “original information” so as to further describe when a whistleblower provides such information. Original information is that which is derived from the whistleblower’s independent knowledge or analysis; is not already known to the Commission, and is not exclusively derived from an allegation made in a judicial or administrative hearing, in a governmental report, hearing, audit, or investigation, or from the news media, unless the whistleblower is a source of the information. The proposed rule defines “independent knowledge” as factual information in the whistleblower’s possession that is not obtained from publicly available sources. According to the SEC, this proposed definition does not require that a whistleblower have direct, first-hand knowledge of potential violations. Thus, a whistleblower could have “independent knowledge” of information even if that knowledge derives from facts or other information that has been conveyed to the whistleblower by third parties.

In contrast, the SEC will not consider information to be derived from independent knowledge or independent analysis if the would-be whistleblower obtained the knowledge or information:

• Through a communication that was subject to the attorney-client privilege (unless disclosure of that information is otherwise permitted under SEC rules or state bar rules);
• As a result of the legal representation of a client on whose behalf the whistleblower’s services, or the services of the whistleblower’s employer or firm, have been retained, and the person seeks to make a whistleblower submission for his or her own benefit (unless disclosure of that information is otherwise permitted under SEC rules or state bar rules);
• Through the performance of an engagement required under the securities laws by an independent public accountant, if that information relates to a violation by the engagement client or the client’s directors, officers or other employees;
• Because the individual is a person with legal, compliance, audit, supervisory, or governance responsibilities for an entity, and the information was communicated to the individual with the reasonable expectation that they would take steps to cause the entity to respond appropriately to the violation, unless the entity did not disclose the information to the SEC within a reasonable time or proceeded in bad faith;
• Otherwise from or through an entity’s legal, compliance, audit or other similar functions or processes for identifying, reporting and addressing potential non-compliance with law, unless the entity did not disclose the information to the SEC within a reasonable time or proceeded in bad faith;
• By a means or in a manner that violates applicable federal or state criminal law; or
• From any of the individuals described above.

The SEC has attempted to maximize the submission of high-quality tips and to enhance the utility of the information reported to the SEC. Toward this end, the proposed rules would impose certain procedural requirements designed to deter false submissions, including a requirement that the information be submitted under penalty of perjury and requiring an anonymous whistleblower to be represented by counsel who must certify to the SEC that he or she has verified the whistleblower’s identity.

The proposed rule clarifies a number of definitions and program requirements, as well as describes the procedures for submitting information to the SEC and for making an award claim after an action is brought. For example, the proposal defines a whistleblower as “an individual who, alone or jointly with others, provides information to the Commission relating to a potential violation of the securities laws.” This definition differs from that set forth in the Act in that it includes the phrase “potential violation.”

One of the SEC’s rationales for including the word “potential” is that it clarifies that the whistleblower anti-retaliation protections set forth in Section 21F(h)(1) of the Exchange Act do not depend on an ultimate adjudication, finding or conclusion that conduct identified by the whistleblower constituted a violation of the securities laws. In other words, even if the whistleblower provides information to the SEC that is not ultimately found to constitute an SEC violation, that individual is still protected from any adverse employment actions as a result. The proposed rule further explains that an individual need not satisfy all of the procedures and conditions to qualify for an award under the Commission’s whistleblower program in order to be protected against retaliation. As stated in the preamble to the proposed rule, the SEC “believe[s] the statute extends the protections against employment retaliation in Section 21F(h)(1) to any individual who provides information to the Commission about potential violations of the securities laws regardless of whether the whistleblower fails to satisfy all of the requirements for award consideration set forth in the Commission’s rules.”

The proposed rule considers the provision of information “voluntary” if it is provided before receiving any formal or informal request, inquiry, or demand from the Commission, Congress, any other federal, state or local authority, any self-regulatory organization, or the Public Company Accounting Oversight Board about a matter to which the information in the whistleblower’s submission is relevant. According to the SEC, this is to encourage whistleblowers to provide information about possible SEC violations as soon as possible.

With respect to the investigation process, the Act permits the SEC to communicate directly with the whistleblower without first obtaining the consent of the company’s counsel. The proposed rule further clarifies that it is allowed to do so even if the whistleblower at issue is a director, officer, member, agent, or employee of the entity.

Although the SEC invites comment on any aspect of the proposed rule, the agency’s proposal lays out 43 separate areas of inquiry for public comment. For example, the SEC is seeking input on whether it should promulgate rules regarding the interpretation or implementation of the anti-retaliation provisions of the Exchange Act. If so, the agency asks, should these anti-retaliation provisions be applied broadly to any person who provides information to the Commission concerning a potential violation of the securities laws, or should they be limited by the various procedural or substantive prerequisites to consideration for a whistleblower award? In addition, the SEC asks whether it should consider promulgating a rule to exclude frivolous or bad faith whistleblower claims from the protections afforded by the anti-retaliation provisions. The SEC is also inviting comments on whether it should promulgate rules to ensure that the anti-retaliation provisions are not used to protect employees from otherwise appropriate employment actions (i.e., employment actions that are not based on reporting potential securities law violations).

Comments on the proposal must be submitted on or before December 17, 2010, and contain the File Number S7-33-10. Written comments should be sent in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. Alternatively, comments may be submitted electronically through the SEC’s Internet comment form; the federal eRulemaking portal; or via email to: rule-comments@sec.gov. The file number: S7-3310 should be included in the subject line.

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• the number of “significant and substantial” (S&S) citations from MSHA;
• the number of 104(b) orders; 
• the number of unwarrantable failure actions;
• the number of flagrant violations;
• the number of imminent danger orders;
• the dollars in proposed assessments; and
• all mining-related fatalities.

The legislation also requires filing companies to list mines that receive a pattern of violations notice, or have the potential for a pattern. Finally, all legal actions pending before the Federal Mine Safety and Health Review Commission must be reported.

In the following circumstances a covered company will be required to affirmatively file and report on Form 8-K:

• receipt of an imminent danger order shutting down the mine or part thereof;
• receipt of a pattern of violations notice; and
• receipt of the potential for a pattern of violations notice.

These reporting provisions take effect 30 days after enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This entry was written by Thomas Benjamin Huggett.

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Executive Compensation

The conference report retains the numerous “say on pay” provisions previously discussed. These terms provide for a shareholder vote on executive compensation disclosures, and require that each member of the company’s compensation committee be an independent member of the board of directors. As explained in a summary (pdf) of the conference report, sections 951 through 957 of the bill – Accountability and Executive Compensation – provide for the following:

• Vote on Executive Pay and Golden Parachutes: Shareholders are given a say on pay with the right to a non-binding vote on executive pay and golden parachutes.
• Nominating Directors: The Securities and Exchange Commission (SEC) is provided the authority to grant shareholders proxy access to nominate directors.
• Independent Compensation Committees: These terms stipulate that standards for listing on an exchange will require that compensation committees include only independent directors and have authority to hire compensation consultants in order to strengthen their independence from the executives they are rewarding or punishing.
• No Compensation for Lies: These provisions require that that public companies set policies to take back executive compensation if it was based on inaccurate financial statements that do not comply with accounting standards.
• SEC Review: The SEC is directed to clarify disclosures relating to compensation, including requiring companies to provide charts that compare their executive compensation with stock performance over a five-year period.
• Enhanced Compensation Oversight for Financial Industry: Provisions require federal financial regulators to issue and enforce joint compensation rules specifically applicable to financial institutions with a federal regulator.

Arbitration

Certain sections of the Dodd-Frank bill seek to regulate the use of mandatory arbitration in specific instances:

• Section 921 – Authority to restrict mandatory pre-dispute arbitration. This section gives the SEC the authority to conduct a rulemaking to prohibit, or impose conditions or limitations on the use of, agreements that require customers or clients of any broker, dealer, or municipal securities dealer to arbitrate any dispute between them.
• Section 1028 – Authority to restrict mandatory pre-dispute arbitration. This section gives the Bureau of Consumer Financial Protection (CFPB or “Bureau”) – an independent consumer entity within the Federal Reserve created by the legislation – the authority to restrict mandatory pre-dispute arbitration in certain circumstances. Specifically, the Bureau would be required to conduct a study and provide a report to Congress on the use of mandatory pre-dispute arbitration agreements as they pertain to the offering or provision of consumer financial products or services. The Bureau would be vested with the authority to prohibit or impose conditions and limitations on certain arbitration agreements between a covered person and a consumer consistent with the results of the study if it is in the public interest and for the protection of consumers. The Bureau would not be able to restrict consumers from voluntarily entering into post-dispute arbitration agreements.

Whistleblower Protections

Several provisions implement a new whistleblower program designed to motivate people who are aware of securities law violations to report these violations. The bill also expands existing whistleblower laws.

• Section 922 – Whistleblower protection. This section establishes the new whistleblower protection program. In essence, it provides monetary rewards to those who contribute original information that leads to recoveries of monetary sanctions of $1,000,000 or more in criminal and civil proceedings. This program awards whistleblowers with between 10% and 30% of any monetary sanctions that are collected based on the original information provided by the whistleblower. “Original information” is defined as information that is derived from the independent analysis or knowledge of the whistleblower and is not derived from an allegation in court or government reports nor exclusively from news media. The SEC has discretion in determining the amount and whether or not a whistleblower is to be awarded. This section also includes various protections for whistleblowers, including a prohibition on discharging, demoting, suspending, threatening, harassing (directly or indirectly) or otherwise discriminating against an employee for providing information to the SEC or assisting in an investigation or judicial or administrative action relating to the information provided. The bill would allow one who has been retaliated against to bring an action against his or her employer in federal court for reinstatement, double back pay plus interest, and attorneys’ fees and litigation costs.
• Section 929A – Protection For Employees of Subsidiaries and Affiliates of Publicly Traded Companies. This section extends the whistleblower protection provisions in the Sarbanes-Oxley Act of 2002 (SOX) to employees of subsidiaries and affiliates of publicly-traded companies. Section 806 of the Sarbanes-Oxley Act creates protections for whistleblowers who report securities fraud and other violations.
• Section 748 – Commodity Whistleblower Incentives And Protection. This section would amend the Commodity Exchange Act by adding a “Commodity Whistleblower Incentives and Protection” section that provides whistleblower incentives protections similar to those set forth in Section 922.
• Section 1057 – Employee Protection. This section provides protection against firings of or discrimination against employees who provide information or testimony to the Bureau. Specifically, this section stipulates that:

No covered person or service provider shall terminate or in any other way discriminate against, or cause to be terminated or discriminated against, any covered employee or any authorized representative of covered employees by reason of the fact that such employee or representative, whether at the initiative of the employee or in the ordinary course of the duties of the employee (or any person acting pursuant to a request of the employee), has –

(1) provided, caused to be provided, or is about to provide or cause to be provided, information to the employer, the Bureau, or any other State, local, or Federal, government authority or law enforcement agency relating to any violation of, or any act or omission that the employee reasonably believes to be a violation of, any provision of this title or any other provision of law that is subject to the jurisdiction of the Bureau, or any rule, order, standard, or prohibition prescribed by the Bureau;

(2) testified or will testify in any proceeding resulting from the administration or enforcement of any provision of this title or any other provision of law that is subject to the jurisdiction of the Bureau, or any rule, order, standard, or prohibition prescribed by the Bureau;

(3) filed, instituted, or caused to be filed or instituted any proceeding under any Federal consumer financial law; or

(4) objected to, or refused to participate in, any activity, policy, practice, or assigned task that the employee (or other such person) reasonably believed to be in violation of any law, rule, order, standard, or prohibition, subject to the jurisdiction of, or enforceable by, the Bureau.

A “covered employee” would include any individual performing tasks related to the offering or provision of a consumer financial product or service. Any predispute arbitration agreement seeking to resolve a complaint under this section would be deemed invalid and unenforceable.

An employee aggrieved under this section would have 180 days to file a complaint with the Secretary of Labor. An employee would have a viable cause of action if the Secretary determines that any of the employee’s actions described in paragraphs (1) – (4), above, constituted a “contributing factor” to the alleged adverse employment action. In its defense, an employer would have to demonstrate “by clear and convincing evidence” that it would have taken the same adverse actions regardless of the employee’s conduct.

Miscellaneous Provisions

Section 731 – Registration and Regulation of Swap Dealers and Major Swap Participants.  This section provides that a swap dealer or major swap participant that acts as an advisor to a special entity, including an employee benefit plan, has a duty to act in the best interest of the special entity.

Final votes on the Dodd-Frank bill could occur as early as this week. More information on this bill can be found at the House Committee on Financial Services’ web page.

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For example, the section entitled: Subtitle E — Accountability and Executive Compensation governs shareholder input on executive compensation and compensation committee independence. These so-called “say-on-pay” provisions would provide for a shareholder vote on executive compensation disclosures, and require that each member of the company’s compensation committee be an independent member of the board of directors. A few of the subsections in this chapter of the bill include:

• Section 951, which provides that any proxy, consent, or authorization for an annual or other meeting of shareholders must include a separate resolution subject to a shareholder advisory vote to approve the compensation of the organization’s executives. The result of this vote would not be binding on the board of directors or management.
• Section 952, which requires members of the compensation committees of the company’s board of directors be a member of the board, and be independent so as to avoid conflicts of interest. Specifically, this section would amend the Securities Exchange Act of 1934 to prohibit the listing of any company’s stock if that company does not comply with independent compensation committee standards. In determining whether a director is independent, the national securities exchanges are directed to consider the source of compensation of a member of the board of directors, including any consulting, advisory, or other compensatory fee paid by the company to such member of the board of directors; and whether a member of the board of directors is affiliated with the company, a subsidiary of the company, or an affiliate of a subsidiary of the company. Additionally, any compensation counsel or adviser is required to be independent. The company’s proxy or consent materials must disclose whether the compensation committee has relied on the advice of a compensation consultant and whether the committee has raised any conflict of interest.
• Section 953 would require annual proxy statement disclosure of any compensation required to be disclosed under the Securities and Exchange Commission (SEC) executive compensation forms and any information that indicates a relationship between the executive compensation and the financial performance of the company, taking into account the change in the value of the shares, dividends and distributions.
• Section 954 requires public companies to have a policy in place for the purposes of recovering money that was erroneously paid in incentive compensation to executives as a result of material noncompliance with accounting rules.

Aside from the executive compensation provisions, certain sections would regulate the use of arbitration in specific instances. Section 921, for example, gives the SEC the authority to conduct a rulemaking to prohibit, or impose conditions or limitations on the use of, agreements that require customers or clients of any broker, dealer, or municipal securities dealer to arbitrate any dispute between them.

Section 1028 gives the Bureau of Consumer Financial Protection (CFPB or “Bureau”) – an independent consumer entity within the Federal Reserve created by the legislation – the authority to restrict mandatory pre-dispute arbitration in certain circumstances. Specifically, the Bureau would be required conduct a study and provide a report to Congress on the use of mandatory pre-dispute arbitration agreements as they pertain to the offering or provision of consumer financial products or services. The Bureau would be vested with the authority “to prohibit or impose conditions and limitations on certain arbitration agreements between a covered person and a consumer consistent with the results of the study if it is in the public interest.” The Bureau would not be able to restrict consumers from voluntarily entering into post-dispute arbitration agreements.

Other miscellaneous provisions include:

• Section 929A – Protection For Employees of Subsidiaries and Affiliates of Publicly Traded Companies – which extends Sarbanes-Oxley Act of 2002 (SOX) whistleblower protections to employees of subsidiaries and affiliates of publicly-treaded companies.
• Section 731 – Registration and Regulation of Swap Dealers and Major Swap Participants – which imposes a fiduciary duty on dealers who enter into “swap” trades with pension, endowment, or retirement plans.

While more than 400 amendments were proposed to the bill, only a couple of employment-related amendments were approved, including:

• Senate Amendment 3962, which bans mortgage lenders and loan originators from accepting payments based on the interest rate or other terms of high-interest loans, and requires lenders to document income and other underwriting standards to ensure that borrowers are able to repay their loans.
• Senate Amendment 3840, which extends whistleblower protections to employees of nationally recognized statistical ratings organizations (NRSROs).

Now that the Senate has approved this bill, it will need to be reconciled with legislation the House of Representatives cleared in December 2009, then voted on once again by both chambers.
 

In a statement, Klobuchar added that these “[c]omplex and deceitful lending practices were at the heart of the financial crisis. As we work to reform Wall Street, we must establish safeguards to protect consumers from predatory loan practices. Helping everyday Americans obtain sound loans while avoiding unnecessary risk is essential to restoring our economy.”

To date, more than 300 amendments to the financial reform bill have been introduced. The Senate will continue to consider amendments to the bill next week. Senator Harry Reid (D-NV) is expected to file cloture on the bill, setting up a vote on final passage by the end of next week.

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Specifically, section 951 of the bill provides that any proxy, consent, or authorization for an annual or other meeting of shareholders must include a separate resolution subject to a shareholder advisory vote to approve the compensation of the organization’s executives. The result of this vote would not be binding on the board of directors or management. According to a section-by-section summary of the bill, (pdf) this legislation “would not preclude an issuer from seeking more specific shareholder opinion through separate votes on cash compensation, golden parachute policy, severance or other aspects of compensation.”

Section 952 of the legislation requires members of the compensation committees of the company’s board of directors be a member of the board, and be independent so as to avoid conflicts of interest. Specifically, this section would amend the Securities Exchange Act of 1934 to prohibit the listing of any company’s stock if that company does not comply with independent compensation committee standards. In determining whether a director is independent, the national securities exchanges are directed to consider the source of compensation of a member of the board of directors, including any consulting, advisory, or other compensatory fee paid by the company to such member of the board of directors; and whether a member of the board of directors is affiliated with the company, a subsidiary of the company, or an affiliate of a subsidiary of the company. Additionally, any compensation counsel or adviser is required to be independent. The company’s proxy or consent materials must disclose whether the compensation committee has relied on the advice of a compensation consultant and whether the committee has raised any conflict of interest.

Another provision of the financial reform bill would require annual proxy statement disclosure of any compensation required to be disclosed under the Securities and Exchange Commission (SEC) executive compensation forms and any information that indicates a relationship between the executive compensation and the financial performance of the company, “taking into account the change in the value of the shares, dividends and distributions.” According to the bill summary, “[i]t has become apparent that a significant concern of shareholders is the relationship between executive pay and the company‘s financial performance for the benefit of shareholders. Shareholders are keenly interested when executive compensation is increasing sharply at the same time as financial performance is falling.”

Section 954 requires public companies to have a policy in place for the purposes of recovering money that was erroneously paid in incentive compensation to executives as a result of material noncompliance with accounting rules.

On Wednesday, the Senate by unanimous consent agreed to proceed with consideration of the financial reform bill after three failed cloture votes. Debate on the measure began on Thursday.

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According to a summary, (pdf) this legislation would:

• Give shareholders a say on pay with the right to a non-binding vote on executive pay.
• Give the Securities and Exchange Commission (SEC) authority to grant shareholders proxy access to nominate directors. It would also require directors to win by a majority vote in uncontested elections.
• Require that compensation committees include only independent directors and have the authority to hire compensation consultants in order to be listed on an exchange.
• Require that public companies set policies to take back executive compensation if it was based on inaccurate financial statements that do not comply with accounting standards.
• Direct the SEC to clarify disclosures relating to compensation, including requiring companies to provide charts that compare their executive compensation with stock performance over a five-year period.

The bill would also give the Federal Reserve the power to regulate the largest financial institutions including insurance companies and investment and commercial banks. The bill also includes amendments to the Sarbanes-Oxley Act whistleblower-protection provision. Any movement on financial overhaul, however, will likely come after this week’s push for health care reform.
 

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