Lawson v. FMR LLC

Whether the First Circuit erred when it construed the Sarbanes-Oxley Act of 2002 (SOX), 18 U.S.C. § 1514A, to only protect whistleblower employees of publicly traded companies, but not private companies.

Petitioner, an employee, raised concerns of federal violations to Respondent, a private company which contracts work to a publicly traded company. Respondent allegedly retaliated against Petitioner by terminating employment. Petitioner brought suit under the Sarbanes-Oxley Act of 2002 (SOX), 18 U.S.C. § 1514A, which protects whistleblowers employed by public companies. Respondents moved to dismiss under FRCP 12(b)(6), claiming Petitioners are not protected by SOX because Respondent is employed by a private company. The lower court granted Respondent’s motion to certify a "controlling question of law" to the United States Court of Appeals for the First Circuit to determine SOX’s applicability to these Petitioners. The First Circuit construed SOX narrowly and remanded for dismissal.

Petitioner appealed and now argues that the United States Court of Appeals for the First Circuit erred in ruling that private contractors and subcontractors of public companies may retaliate against their own employees. Further, Petitioner argues that the Court should resolve the disagreement between the First Circuit and the Department of Labor Administrative Review Board (the two enforcement mechanisms provided by SOX). The Supreme Court granted certiorari to decide whether the First Circuit erred when it construed SOX to only protect whistleblower employees of publicly traded companies, but not private companies.