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SEC Rule 21F-17 Protecting Employee Whistleblowers: Increased Enforcement Targeting Public and Private Employers

Lessons Learned From Recent Settlements; Noncompliant Language Resulting in Record CMPs; Best Practices to Mitigate Risk

Recording of a 90-minute CLE video webinar with Q&A

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Conducted on Wednesday, February 14, 2024

Recorded event now available

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This CLE webinar will examine the SEC's increased enforcement of Rule 21F-17, its whistleblower protection rule, against public and private employers where the agency has found that certain language in employment and separation agreements and company policies impedes employees from reporting possible securities law violations to the SEC. The panel will examine recent noteworthy employer settlements and discuss what can be learned by counsel and their clients when drafting employment agreements and policy language to mitigate risk and costly CMPs under increased SEC scrutiny.


Since 2015 and with greater frequency recently, the SEC has been aggressively pursuing enforcement activity against publicly traded and several private employers for violations of the SEC's whistleblower protection rule in Rule 21F-17. The SEC is finding violations in the nondisclosure language employers are using in employment agreements, separation agreements, and employment policies that "impede" employees from communicating with the SEC about possible securities laws violations.

Recent SEC enforcement activity against D.E. Shaw & Co. L.P. resulted in a settlement imposing an eye-popping $10,000,000 civil penalty against the employer for a Rule 21F-17 violation. The violation included a confidential information provision in an employment agreement prohibiting employees from voluntarily communicating with the SEC, and release language in a separation agreement requiring departing employees to warrant they have not filed any complaints with a government agency.

Another recent enforcement action involved a private employer, Monolith Resources L.L.C., resulting in a $225,000 penalty. In its press release announcing the result, the SEC indicated it will be targeting more private companies for Rule 21F-17 violations.

Listen as our expert panel examines recent notable Rule 21F-17 enforcement actions taken by the SEC against public and private employers. The panel will discuss the types of documents and offending language that resulted in costly penalties. The panel will also describe actions that may mitigate penalties in case of an investigation and best practices for employer compliance.



  1. Overview of SEC Rule 21F-17
    1. Purpose
    2. Covered entities
    3. Application to employers
    4. Penalties
  2. Recent Rule 21F-17 enforcement activity against public and private employers
    1. Monolith Resources L.L.C.
    2. D.E. Shaw & Co. LP
    3. CBRE Inc.
  3. Best practices for compliance and to mitigate penalty risk


The panel will review these and other key issues:

  • How does Rule 21F-17 apply to employers?
  • What actions taken by the SEC indicate it is focusing on both public and private employers?
  • How do recent settlements demonstrate the types of employer activity subject to heightened SEC scrutiny and the imposition of costly penalties?
  • What language in policies and agreements should counsel and their employer clients avoid to mitigate risk of costly CMPs in case of an SEC investigation?
  • What actions can employers take that may lessen the amount of penalties imposed?


Adler, Sheri
Sheri P. Adler

Troutman Pepper Hamilton Sanders

Ms. Adler advises boards, compensation committees, and companies on executive and director compensation matters. She is...  |  Read More

Campbell, Margaret
Margaret H. Campbell

Shareholder, Co-Chair Ethics Compliance and Whistleblower Response Practice Group
Ogletree Deakins

Ms. Campbell is particularly recognized for her expertise and experience in whistleblower investigations and litigation...  |  Read More

Griffith, Kevin
Kevin E. Griffith

Shareholder, Co-Chair Whistleblowing, Compliance and Investigations Practice Group
Littler Mendelson

Mr. Griffith practices primarily in the areas of whistleblower law, business competition litigation, and...  |  Read More

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