Understanding the SEC’s Whistleblower Program: Protections, Enforcement, and Drafting Compliant Agreements

Jay A. Dubow | Troutman Pepper Locke LLP

Jay represents clients in SEC and regulatory investigations, securities litigation, and internal investigations. His experience as a former public company general counsel and branch chief of the Division of Enforcement at the SEC enhances his ability to provide valuable insight toclients.

Jay co-leads the firm’s Securities Investigations + Enforcement Practice Group. He focuses his practice on complex business litigation, with a special emphasis on defending againstshareholder derivative and securities class action litigation. He also represents clients  involved in investigations by the U.S. Securities and Exchange Commission (SEC), the Pennsylvania Department of Banking and Securities, and various self-regulatory organizations, including the Financial Industry Regulatory Authority, Inc. (FINRA). He also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the Foreign Corrupt Practices Act (FCPA), whistle blower claims, financial fraud, and civil and criminal violations of various federal and state laws.

Jay also counsels cannabis and CBD industry clients on corporate and regulatory issues, as wellas the potential risks both for cannabis-focused companies and non-industry participants  doing business with cannabis companies.

Jay previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. Jay began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C.

Active in local and national bar associations, Jay is a leader in the American Bar Association’s Business Law Section and currently serves as vice chair of the Business and Corporate Litigation Committee, co-chair of the Cannabis and Alcoholic Beverages Subcommittee, and vice chair of the Criminal and Enforcement Litigation Subcommittee. He is on the editorial board of The Business Lawyer, the law review of the Section of Business Law of the American Bar Association.

Sheri P. Adler | Troutman Pepper Locke LLP

Sheri is a trusted advisor to companies on all aspects of executive compensation. As a go-to resource throughout all stages of a company’s life cycle, clients appreciate her forward thinking, practical advice and ability to navigate evolving and complex issues.

Sheri advises boards, compensation committees, and companies on executive and director compensation matters. She designs and documents equity incentives, cash bonus arrangements, employee stock purchase plans, and deferred compensation plans. Sheri also negotiates individual contractual arrangements with C-suite executives, including employment, retention, change in control, severance, and separation agreements.

Sheri is particularly experienced in working with public companies, guiding her clients at the intersection of complex securities, disclosure, tax, and governance frameworks. She provides extensive support to public companies each year in connection with their proxy statements for annual shareholder meetings and helps them navigate a constantly evolving disclosure landscape.

Additionally, Sheri supports clients on the employee benefits and compensation aspects of their key transactions, including mergers and acquisitions, financing events, spinoffs, divestitures, and initial public offerings. She negotiates transaction agreements, counsels on 280G golden parachute issues, prepares compensation-related disclosure documents, and implements post closing executive compensation arrangements.

Sheri plays an active role within the firm, where she is known for her consensus-building and solution-oriented approach. She serves in a leadership role within her practice group, focusing on innovative ways to contribute to associates’ professional development through hands-on training programs, mentorships, and client-facing practice opportunities. Sheri also serves as a co-founder of the Executive Compensation and Securities Subgroup, an internal group that fosters cross-collaboration between intersecting practice groups within the firm.

Sheri frequently writes and speaks on executive compensation topics. She has spoken on panels hosted by the Practicing Law Institute (PLI), Tax Executives Institute, National Association of Stock Plan Professionals (Philadelphia Chapter), and Society for Corporate Governance (Middle Atlantic Chapter), and has appeared as a guest on podcasts hosted by TheCorporateCounsel.net and CompensationStandards.com.

Mary Weeks | Troutman Pepper Locke LLP

Mary represents corporations and their directors and officers in complex commercial and securities litigation. Clients turn to her for guidance when facing allegations of fraud, breach of fiduciary duty, or corporate governance disputes.

Mary leads the firm’s Securities Litigation Group. She represents corporations as well as their directors and officers in complex commercial, shareholder derivative, and securities class action litigation, in addition to handling company’s books and records demands, and special committee or other regulatory investigations. Clients turn to Mary for guidance when facing allegations of all types of shareholder disputes, including allegations of fraud, breach of fiduciary duty, and corporate governance concerns. Mary has successfully argued and prevailed on motions to dismiss in shareholder derivative actions as well as securities class actions brought pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and has defeated preliminary injunction motions filed in M&A litigation challenging issuers’ disclosures under Section 14(a) of the Securities and Exchange Act of 1934 and state law.

Mary serves as the firmwide hiring partner, leading the firm’s Recruiting Committees.

I. The SEC’s Whistleblower Program | 1:00pm – 1:30pm

II. SEC Enforcement Actions Involving Violations of SEC Rule 21F-17 | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. Legal Protections for Whistleblowers | 2:10pm – 2:40pm

IV. Drafting Tips for Agreements That Are in Compliance With SEC Rule 21F-17 | 2:40pm – 3:10pm