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The SEC found that Brink’s required new U.S. employees to sign confidentiality and non-competition agreements that restricted disclosure of a broad range of confidential business information without appropriate whistleblower carve-outs. The decision highlights how enforcement grew from earlier SEC actions and related industry advisories, yet Brink’s continued using restrictive terms and later added liquidated damages rather than revising them.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/sec-penalizes-company-for-confidentiality-agreements-violating-dodd-frank-whistleblower-protections-overview-and-key-takeaways/279051/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/sec-penalizes-company-for-confidentiality-agreements-violating-dodd-frank-whistleblower-protections-overview-and-key-takeaways/279051.png","ImageObject",442,249,{"name":88,"@type":89},"Finn","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-31","2026-09-15",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",13,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What does Dodd-Frank and Rule 21F-17(a) prohibit?","Question",{"text":109,"@type":110},"Dodd-Frank prohibits companies from punishing employees for providing information to the SEC. Rule 21F-17(a) specifically bars actions that impede individuals from communicating directly with SEC staff about possible securities-law violations, including through enforcement of confidentiality agreements.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"Why did the SEC penalize Brink’s confidentiality agreements?",{"text":114,"@type":110},"The SEC concluded Brink’s agreements broadly restricted disclosures of confidential business information to third parties without required approvals, without whistleblower carve-outs for reports to enforcement authorities. This restriction conflicted with protections intended to keep whistleblowers from being improperly silenced.",{"name":116,"@type":107,"acceptedAnswer":117},"What role did prior SEC actions play in the Brink’s matter?",{"text":118,"@type":110},"The SEC noted earlier enforcement actions, including KBR’s case, and highlighted that Brink’s received legal guidance recommending whistleblower carve-out language. Despite these warnings, Brink’s continued using restrictive terms for years and initially responded by adding liquidated damages rather than revising the agreement.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},279051,1790206920,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":79,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":73},34359740700684,"https://ap-avatar.wpscdn.com/avatar/1f400023980c374ae676?_k=1777273430885731487","SEC Penalizes Company for Confidentiality Agreements Violating Dodd-Frank Whistleblower Protections  \nJuly 18, 2022  \nAUTHORS  \nMartin J. Weinstein | Robert J. Meyer | Jeffrey D. Clark | Andrew English  \nOn June 22 , 2022, the Securities and Exchange Commission (“SEC”) announced a settlement with The Brink’s Company (“Brinks”) , a publicly-traded company that provides cash transit and money processing services , for violations of Rule 21F- 17 , which implements whistleblower protections included in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) .1 The enforcement action is noteworthy both because the misconduct identified by the SEC relates to otherwise ordinary confidentiality and non-competition agreements Brinks required new U.S. employees to execute as part of its onboarding process , and because Brinks was punished for not revising these agreements in light of prior SEC enforcement actions against other companies. The Brinks enforcement action is a reminder that publicly-traded companies should review their confidentiality agreements , employment agreements, severance and termination agreements, and other, similar contracts to ensure that they do not contain provisions that would be viewed by the SEC as contrary to SEC rules regarding protections for whistleblowers.  \nDodd-Frank Whistleblower Protections  \nDodd-Frank prohibits companies from punishing employees who provide information to the SEC, and it gives the SEC the authority to implement rules to enforce this protection. One such rule, Rule 21F-17(a) , prohibits “any action to impede an  individual from communicating directly with the [SEC] staff about a possible securities law violation, including enforcing, or   \n1 In the Matter of The Brink’s Company, Exchange Act Rel. No. 95138 (June 22, 2022) .  \nthreatening to enforce, a confidentiality agreement   with respect to such communications.”2 Thus, the rule specifically identifies confidentiality agreements as a potential way whistleblowers could be improperly silenced.  \nBrinks Enforcement Action  \nAccording to the SEC’s order, from at least 2015 through April 2019, new Brink’s U.S.3 employees were required to execute a Confidentiality and Non-Competition Agreement (“Confidentiality Agreement”) as part of their onboarding process.4 The Confidentiality Agreement prohibited employees from disclosing confidential information about the company to any third party without the prior written authorization of an executive officer of the company. The agreement defined “Confidential Information” broadly to include information about “current and potential customers,   prices, costs, business plans, market research, sales, marketing,   operational processes and techniques,[and] financial information including financial information set forth in internal records, files and ledgers or incorporated in profit and loss statements, financial reports and business plans  ”5 The SEC described this type of information as a frequent component of whistleblower complaints, meaning that any restriction on the disclosure of such information needed to allow for carveouts for reports to enforcement authorities , which the Confidentiality Agreements did not. The SEC further noted that similar language relating to confidentiality appeared in other agreements used by Brinks, such as in settlement agreements with employees regarding employment matters.  \nIn April 2015, the SEC brought its first enforcement action penalizing a company (KBR, Inc. ) for violating whistleblower protections by having overly restrictive language in a confidentiality agreement. Specifically, the SEC alleged that KBR, Inc. violated Rule 21F-17 through the confidentiality agreements KBR , Inc. routinely required witnesses in internal investigations to sign. Following that action, between 2015 and 2017, the SEC brought eight other enforcement actions charging violations of Rule 21F-17.  \nIn its order in the Brinks matter, the SEC highligh","cbCaiehfFUAIfr4N","https://ap.wps.com/l/cbCaiehfFUAIfr4N","pdf",237059,"English","# Dodd-Frank Whistleblower Protections\n## Rule 21F-17(a) and confidentiality agreements\n# Brinks Enforcement Action\n## Required onboarding agreements and restricted disclosures\n## SEC’s rationale and missing whistleblower carve-outs\n## Prior SEC enforcement actions and media/attorney advisories\n## Liquidated damages amendment and later partial revisions","[{\"question\":\"What does Dodd-Frank and Rule 21F-17(a) prohibit?\",\"answer\":\"Dodd-Frank prohibits companies from punishing employees for providing information to the SEC. Rule 21F-17(a) specifically bars actions that impede individuals from communicating directly with SEC staff about possible securities-law violations, including through enforcement of confidentiality agreements.\"},{\"question\":\"Why did the SEC penalize Brink’s confidentiality agreements?\",\"answer\":\"The SEC concluded Brink’s agreements broadly restricted disclosures of confidential business information to third parties without required approvals, without whistleblower carve-outs for reports to enforcement authorities. This restriction conflicted with protections intended to keep whistleblowers from being improperly silenced.\"},{\"question\":\"What role did prior SEC actions play in the Brink’s matter?\",\"answer\":\"The SEC noted earlier enforcement actions, including KBR’s case, and highlighted that Brink’s received legal guidance recommending whistleblower carve-out language. Despite these warnings, Brink’s continued using restrictive terms for years and initially responded by adding liquidated damages rather than revising the agreement.\"}]","SEC Penalizes Company for Confidentiality Agreements Violating Dodd-Frank Whistleblower Protections - Overview and Key Takeaways | PDF",1789515073]