Attention:
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Whistleblowers – Their Impact on Corporations and SEC Enforcement


Level: Intermediate
Runtime: 40 minutes
Recorded Date: May 23, 2023
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Agenda

  • Whistleblower Program Introduction
  • Learning from Whistleblower Awards
  • Whistleblower Amendments
  • Recent Cases
  • Responding to Tips
  • Auditors’ Role in Investigations
  • Takeaways

For NY - Difficulty Level: Both newly admitted and experienced attorneys

Description

In this program securities law experts and SEC officials discuss the SEC’s Whistleblower Programs. Whistleblower programs often act as a safety net to catching bad behavior in large companies, encouraging employees to speak up about wrongdoing and offering rewards and protection if they provide useful information. Recently, these programs have become more popular, with record-breaking rewards given out by the SEC, encouraging whistleblower reports.
Cases involving companies such as UBS, Activision Blizzard, and Brinks exemplify the consequences of SEC enforcement and encourage whistleblower complaints. Corporations should handle employee complaints carefully, investigate them thoroughly, and communicate well to avoid larger problems later.
Forensic accountants play a crucial role in these investigations, especially regarding financial matters. Encouraging honesty and having clear rules against punishing whistleblowers is important for companies, even if it means admitting mistakes, as being upfront may lead to less trouble in the long run.

Provided By

Securities Docket
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Panelists

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Katharine Zoladz

Regional Director
U.S. Securities and Exchange Commission

Katharine E. Zoladz is Regional Director of the SEC’s Los Angeles Regional Office. Ms. Zoladz previously served as Acting Co-Director and as the Associate Regional Director for Enforcement. She joined the agency in 2010.
Ms. Zoladz leads a staff of more than 160 accountants, attorneys, investigators, litigators, securities compliance examiners, and other personnel involved in the investigation and prosecution of enforcement actions and the performance of compliance examinations focusing on Arizona, Hawaii, Guam, Nevada, and Southern California.
Ms. Zoladz began working at the SEC's Division of Enforcement as a staff attorney in the Los Angeles Office in 2010 and joined the Division’s Asset Management Unit in 2017. She was promoted to Assistant Regional Director in 2017, to Associate Regional Director in 2019, and to Acting Co-Director in 2023.
During her SEC career, Ms. Zoladz has investigated or supervised significant enforcement matters involving a variety of securities law violations, including cases against Pacific Investment Management Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and its parent company, and investment advisers in connection with the Division of Enforcement’s Share Class Selection Disclosure Initiative. She also played a pivotal role in numerous emergency actions halting ongoing offering frauds and Ponzi-like schemes, such as the action against Integrated National Resources, Inc. dba WeedGenics and certain other defendants.
Prior to joining the SEC staff, Ms. Zoladz practiced securities and complex commercial litigation. She earned her bachelor's degree magna cum laude in international politics from Georgetown University and her law degree summa cum laude from the University of Pennsylvania Law School. After law school, Ms. Zoladz clerked for the Honorable Edward R. Becker of the United States Court of Appeals for the Third Circuit.

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Britt Whitesell Biles

Partner
Womble Bond Dickinson

Britt Whitesell Biles is a trial lawyer and a partner in the Business Litigation Group. Resident in the firm’s Washington, D.C. office, Britt has extensive experience at the highest levels of the federal government, having served in senior legal roles at the U.S. Securities and Exchange Commission (SEC), the White House, and the U.S. Small Business Administration (SBA). She has nearly two decades of experience representing and advising clients in high-stakes government investigations and bet-the-company litigation.
Most recently, Britt served as the General Counsel of the SBA. She was appointed in 2020 to manage the immense and unprecedented legal needs that arose from the SBA’s role as a lead agency in the federal government’s economic response to COVID-19; the Agency was under intense pressure to implement and administer trillion-dollar loan and grant programs established by the CARES Act and faced unparalleled levels of scrutiny from Congress, the media, and the public. As the SBA’s chief legal officer and third-highest-ranking official, Britt led the SBA’s legal function, managing 140 lawyers and staff across the country.
Britt was the principal legal advisor to the Administrator on the CARES Act and related legislation. She supervised the drafting of regulations and guidance that implemented the Paycheck Protection Program and designed key aspects of the loan review and forgiveness process. She worked closely with senior officials across the federal government to establish data-sharing and cooperation agreements to facilitate the investigation and prosecution of fraud and abuse in the COVID-19 loan and grant programs. Britt oversaw the litigation of cases arising under the CARES Act and devised the SBA’s strategy for responding to oversight, audits, and inquiries. She regularly counseled senior Agency officials in connection with Congressional testimony and briefings, including before the House Committee on Oversight and Reform, the House and Senate Small Business Committees, the House Financial Services Committee, and the House Select Subcommittee on the Coronavirus Crisis. In addition to acting as a legal advisor, Britt performed a crisis management role, advising the SBA on its communications strategy and engagement with external stakeholders. Britt, along with her staff in the Office of General Counsel, received the 2020 Administrator’s Award for Outstanding Achievement.
Before she was appointed General Counsel of the SBA, Britt served as a Special Assistant to the President and Associate White House Counsel. During her tenure at the White House, she provided legal advice on financial regulation and reform, consumer protection, privacy, transportation, and congressional oversight matters. She also was the White House’s legal liaison to the Departments of Treasury, Transportation, and Housing and Urban Development, as well as independent financial services and consumer protection agencies, including the SEC, the Federal Trade Commission (FTC), and the Consumer Financial Protection Bureau.
Britt also recently held a senior enforcement position at the SEC. As Assistant Chief Litigation Counsel, she investigated and litigated securities matters involving insider trading, cybersecurity, accounting and disclosure fraud, registered and unregistered securities offerings, market abuses, the Foreign Corrupt Practices Act, broker-dealers, investment advisors, and other regulated entities. Her cases involved millions of dollars in civil monetary penalties and disgorgement. She routinely worked with the Federal Bureau of Investigation, the Department of Justice (DOJ), and U.S. Attorneys’ Offices on parallel criminal proceedings. Britt also worked with international authorities, handling significant cross-border enforcement actions involving China, Macau, India, and Eastern Europe.
During her time at the SEC, Britt investigated and litigated many of the Commission’s most significant cases. In 2017, she received the Chairman’s Award for Excellence for leading the litigation in SEC v. Hong, a ground-breaking case in which Chinese nationals were charged with insider trading in connection with a cyber-attack on two New York law firms. The case received international attention because it demonstrated the reach of the SEC’s enforcement program as the SEC recovered illegal trading profits from foreign defendants who lived abroad and carried out their illegal scheme without entering the United States. Britt also twice received the Division of Enforcement Director’s Award for making outstanding contributions to the enforcement of the federal securities laws — in 2015, for her work on an $80-million-variable-annuity-fraud case, and again in 2016, for her work on a conflict-of-interest case against one of the world’s largest asset managers and its chief compliance officer.
In addition to serving in senior legal roles in the federal government, Britt was a partner at a global law firm and a Washington, D.C. litigation boutique. She represented high-profile individuals and public and private companies in the financial services, healthcare, pharmaceutical, defense, communications, government contracting, technology, manufacturing, and entertainment industries. She defended clients in investigations and enforcement matters by Congress, the DOJ, the SEC, the FTC, the Federal Deposit Insurance Corporation, and various state attorneys general. She also represented clients in commercial litigation, including securities, contract, cybersecurity, data privacy, defamation, consumer protection, unfair competition, professional liability, environmental, and product liability cases. An experienced trial lawyer, Britt litigated in state and federal courts nationwide. She presented cases to arbitrators and mediators. Britt also was a lecturing fellow at Duke University School of Law, teaching a course on electronic discovery.
Britt began her law career as a federal appellate clerk for the Honorable Julia Smith Gibbons on the U.S. Court of Appeals for the Sixth Circuit, after graduating magna cum laude from Duke University School of Law and being elected to the Order of the Coif.

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Justin Lichterman

Director and Associate General Counsel, Investigations
Meta

Justin is a Director and Associate General Counsel on the Special Investigations team at Meta, focusing on matters involving corporate entity level risks and adherence to laws and regulations. Prior to joining Meta, Justin was an attorney in the SEC’s Division of Enforcement where he investigated potential violations of the Federal securities laws by companies, executives and other securities market participants. He also spent more than ten years practicing law at two international law firms, developing expertise in securities and corporate governance cases, as well as commercial and IP litigation and trial practice.

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Thomas Heck

Partner
KPMG LLP

Thomas Heck is a Partner in KPMG’s Forensic practice where he serves in the firm’s Forensics practice and serves as the firm’s national leader for insurance claims services. Thomas has over 14 years of experience in assisting clients with a wide range of forensic services including commercial insurance claim assistance, litigation support, financial reporting and securities investigations, due diligence and fraud investigations, contract vetting, computation of damages, claims analyses, neutral services (i.e., arbitrations involving buyers and sellers in stock purchase and sale transactions) and other alternative dispute resolution.
Thomas has extensive experience working on insurance loss claims and has worked closely with clients to assist with the compilation, calculation, and submission of data to support business interruption, extra expense and property damage claims. He has lead teams in the gathering of financial and accounting information to present to insurance companies and their advisors in order to document the losses of his clients across several industries. Thomas has prepared, calculated and negotiated complex insurance claims, including property damage, business interruption, extra expense, inventory, and theft (Employee Dishonesty Coverage) claims.

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Shannon Eagan

Partner
Cooley LLP

Shannon represents corporations and individuals in complex disputes and litigation, internal corporate investigations and Securities and Exchange Commission investigations and actions. Shannon successfully defended a drug development company and its officers and directors in a victory that validated how many life science companies disclose clinical data to the public before the Ninth Circuit Court of Appeals. She also served on the trial team for the first defendant to obtain an acquittal in a stock-options backdating prosecution. Shannon has handled a wide variety of other complex litigation matters, including securities litigation, high-stakes licensing disputes, commercial contract litigation, corporate governance disputes and merger litigation. Her clients have included companies in the life sciences, hardware, software, semiconductor, food and public utility industries. Shannon serves as Northern California head of Cooley’s business litigation practice.
Shannon was a member of the Stanford Law Review and served as a law clerk for the Honorable Sarah Vance of the US District Court for the Eastern District of Louisiana from 2000 to 2001. Shannon has repeatedly been named a Northern California “Rising Star” by San Francisco Magazine and received Silicon Valley’s YWCA Tribute to Women Award.


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