SEC Whistleblower Program Analysis

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S.E.C. Whistleblower Program: Overview and Analysis
University of Maryland University College
ACCT 630 – Fall 2015
April 26, 2015
Abstract
Amidst the corporate scandals, fraud, and securities laws
violations that have made headlines, Congress passed laws to
change corporate practices and increase accountability with the
intent of protecting investors and regaining investor confidence.
Two of such laws enacted were the Sarbanes-Oxley Act of 2002
and the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010. While each law has different emphasis,
both have whistleblower protection and anti-retaliation
provisions. They are similar in context but the Dodd-Frank Act
provides additional rules and it is also responsible for the
creation of the U.S. SEC Whistleblower Program.
The establishment of the program, however, did not happen
without debate. The SEC received many letters and comments
concerning the program rules. Some provided support while
others, opposition. This paper seeks to examine the laws from
which the program is derived as well as to dissect and analyze
the primary concerns that were debated prior to the SEC

producing the final rules. Comment by JP: This isn't an
abstract, it is an introduction. You are talking only about what
you will do, not what you concluded as well. Comment by JP: I
don't require that the abstract be on a separate page to allow you
more space to write.
Introduction
In light of the highly publicized corporate scandals and
financial crisis, such as the massive fraud cases of Enron and
WorldCom and the 2008 financial crisis, Congress enacted laws
to protect investors through changes in the corporate setting and
the financial industry. On July 30, 2002, the Sarbanes-Oxley
Act of 2002 (“SOX”) was passed. Through its strict reforms,
this law intended to protect investors, particularly with respect
to corporate governance and changes to financial practices
(Sarbanes-Oxley Act of 2002, 2002). The next major reform
happened eight years later. On July 21, 2010, the Dodd-Frank
Wall Street Reform and Consumer Protection Act (“Dodd-Frank
Act”) was signed into law (Sweet, 2010). With an emphasis on
the financial industry, this law intended to restore confidence in
the financial system through increased regulations that are
meant to prevent financial crisis by detection of any financial
bubbles (Sweet, 2010).
Of the various provisions of SOX and the Dodd-Frank Act, the
ones in focus are Section 806 of SOX – Protection for
employees of publicly traded companies who provide evidence
of fraud – which is under Title VIII – Corporate and Criminal
Fraud Accountability – and Section 922 of the Dodd-Frank Act

– Whistleblower Protection. The SOX whistleblower provisions
were the first to provide relief to whistleblowers while the
Dodd-Frank Act further refined such relief to include an
expanded definition of covered employees as well as an
extended filing date for violation complaints. Together, these
sections of the Acts provide protection for covered employees
that are considered whistleblowers. The Dodd-Frank Act, in
particular, provide the basis for the Securities and Exchange
Commission’s (“SEC”) highly debated and recently established
Whistleblower Program (Sarbanes-Oxley Act of 2002, 2002).
SOX – Section 806 Overview
SOX, particularly the Section 806 provisions, addresses the
protection for employees who divulge information as to the
fraud activities of a firm. It is the building block for
whistleblower protection against anti-retaliation from which
Section 922 Dodd-Frank Act addressed and enhanced in its
whistleblower protection provisions. Overall, this section of
SOX addresses the role of a whistleblower in providing
information about company violations as well as the damages
that can be sought if it can be proven that a whistleblower was
discriminated against in the process of providing such
information (Sarbanes-Oxley Act of 2002, 2002).
Section 806 of SOX offers protection to employees of publicly
traded firms or firms that have securities registered under the
Securities Exchange Act of 1934 against company retaliation
when they “blow the whistle” on fraud or fraudulent reporting
committed by the company (Sarbanes-Oxley Act of 2002, 2002).
According to this section, an employee is covered under the
protection of SOX if he or she is or was employed at the time
by a public company and when such person discloses
information about violations of SEC rules and regulations or
other types of Federal law, particularly regarding “fraud against
shareholders.”
Information Provided
The type of information provided by an employee that is

covered under this section of SOX is any information on the
conduct of the company where the employee “reasonably
believes” that anti-fraud laws and regulations were violated
(Sarbanes-Oxley Act of 2002, 2002). Such information offered
could be as straightforward as the employee providing an initial
tip, providing assistance in an investigation, or could be by
providing testimony for or participation in a proceeding filed or
to be filed. In addition, the information covered is one given to
a Federal regulatory agency, law enforcement agencies,
members or committees of Congress, or any official with
“supervisory authority over the employee” (Sarbanes-Oxley Act
of 2002, 2002).
In a nutshell, information relating to a firm’s activities meant to
defraud shareholders that are shared with government officials
or authorities at any stage by an employee of the firm – initial
disclosure of knowledge, disclosure throughout investigations,
or disclosure at final stages such as court proceedings – are
protected from discrimination and retaliation. According to this
section, a firm may not discriminate against the employee for
any lawful act of protecting shareholders. Discrimination in this
case includes “discharge, demotion, suspension, threat,
harassment, or any other manner…in the terms and conditions
of employment” (Sarbanes-Oxley Act of 2002, 2002).
Remedies
If an employee of a firm was discriminated against by the firm,
an officer of the firm, another employee, a contractor,
subcontractor, or an agent of the firm because he or she
presented information to agencies and officials mentioned above
relating to fraud, that employee is afforded remedies under this
section of SOX. Remedies include compensatory damages and
retained rights (Sarbanes-Oxley Act of 2002, 2002).
Compensatory damages that could be awarded under this section
include the following:
· Reinstatement of position held with the firm – the employee
would be given back the same job status as before the
discrimination occurred and would not be given a reduced job

status or demotion of any kind.
· Retro-pay with interest tacked on – the employee would be
given back pay for the period when the discrimination occurred,
if it involved some sort of loss of income. In addition, interest
would be assessed on the income withheld.
· Additional monetary compensation for special damages – the
employee would be reimbursed for costs incurred to defend
against the discrimination. Such special damages would include
litigation costs, attorney fees, or any other fees incurred as a
result of the discrimination (Sarbanes-Oxley Act of 2002,
2002).
An employee who has been discriminated against, as it applies
to this section, can seek these remedies within ninety days of
the violation by first filing a formal complaint with the
Secretary of Labor and if no decision was made within 180 days
as to the action to be taken, then the employee can bring about a
lawsuit with the relevant district court (Sarbanes-Oxley Act of
2002, 2002). In the latter case, the district court would have full
jurisdiction to preside over the discrimination case “without
regard to the amount in controversy.”
As can be conceived, Section 806 of SOX is aimed at providing
protection so that whistleblowers, if in the event of
discrimination, can be made whole as if the discrimination did
not occur. Although the primary emphasis on SOX was to
encourage investor confidence through changes to practices
primarily in financial reporting and corporate governance, it
also included provisions relating to the welfare of employees.
With this section of the Act in place, whistleblowers should be
able to speak up about the corporate wrongdoing on behalf of
shareholders sans fear of retaliation.
Dodd-Frank Act – Section 922 Overview
As an enhancement to the SOX whistleblower provisions
that were enacted eight years prior, the Dodd-Frank Act of 2010
took the SOX a few steps further by providing expanded
protection to whistleblowers. In addition, it was the law that
established the SEC. Office of the Whistleblower, and in the

process, it was also the law responsible for the creation of the
SEC Whistleblower Program (U.S. Securities and Exchange
Commission, n.d.).
Section 922 of the Dodd-Frank Act amended the Securities and
Exchange Act of 1934’s Section 21F – Securities
Whistleblowers Incentives and Protection – by addressing the
whistleblower’s protection under the Act (Dodd-Frank Wall
Street Reform and Consumer Protection Act, 2010). It expands
beyond the whistleblower scope of SOX provisions by
broadening the definition of an “employee” and including
stipulations for the (1) payment of awards, (2) denial of awards,
(3) Investor Protection Fund establishment, and (4) the various
means of whistleblower protection that both supplement and
enhance the provisions covered under SOX – those which are
mentioned above (Dodd-Frank Wall Street Reform and
Consumer Protection Act, 2010).
Payment of Awards to Employee
Under Section 922, the definition of a covered employee is
expounded to include not only an employee of those mentioned
under “Remedies” above, but also to include an employee of
affiliates and subsidiaries of the firm in question. This enhanced
the SOX’s definition of an employee as it allows for more
people to be eligible for protection under the Dodd-Frank Act
and it reduces the doubt as who to may qualify as a covered
employee.
In addition to adding to the categories of covered
employees, Section 922 also enhances SOX by explicitly stating
the range of monetary awards that can be given to
whistleblowers. Under this section, whistleblowers can be
awarded monetary compensation for original information
provided to the SEC in a value range from 10 percent to no
more than 30 percent of what is collected from the firm in
question (Dodd-Frank Wall Street Reform and Consumer
Protection Act, 2010). Such payment to a whistleblower would
be derived from monetary sanctions credited to the SEC
Investor Protection Fund (“Fund”) which was set up with the

Treasury of the United States, as required by the Act. The
amount to be determined as award to the whistleblower is at the
discretion of the SEC and is based on due consideration for the
following:
· Value of the information in relation to the success of the
actions taken against the firm in question
· Degree of participation in relation to the judicial and
administrative processes
· Extent to which the award to the whistleblower would serve as
a deterrence for other securities laws violations
· Other factors that the SEC may deem relevant such as when
established by new rules or regulations (Dodd-Frank Wall Street
Reform and Consumer Protection Act, 2010).
In addition, since the payment of awards would come from the
Fund exclusively, the Dodd-Frank Act explicitly states that the
amount of award determined for payout should not be affected
by the balance of the Fund (Dodd-Frank Wall Street Reform and
Consumer Protection Act, 2010). In other words, irrespective of
the amount of monies in the Fund at the time of award, the SEC
should calculate a payout amount and “make good” on its
promise to pay. Any payout in excess of the balance of the Fund
would be covered by the sanctions from which the award is
derived.
Denial of Awards
On the other hand, as equally as it is important to stipulate
the payment of awards, the denial of awards was also addressed
in this section of the Dodd-Frank Act. Whistleblowers could be
denied an award if the following applies to the individual(s):
· Employed by related agencies – the SEC other regulatory
agencies, Department of Justice, the Public Company
Accounting Oversight Board, a self-regulating organization, or
any law enforcement agencies.
· Convicted of criminal violations related to the judicial and
administrative action in question
· Obtained the information through financial statement audits
that are required under the securities laws

· Failed to provide information to the SEC as deemed by the
SEC through its rules and regulations.
If any of the above applies to the whistleblower, he or she
cannot receive awards for the information provided. In addition,
the information that leads to successful prosecution can only be
granted consideration for award if it is new and original
information or that which was not already known to the SEC
(Dodd-Frank Wall Street Reform and Consumer Protection Act,
2010).
Whistleblower Protection
Apart from the monetary awards that can be given to
whistleblowers, the Dodd-Frank Act also defines the areas of
protection afforded to whistleblowers that extend beyond the
scope of the SOX provisions. The protection provisions
stipulated in the Dodd-Frank Act are similar to that stipulated in
SOX except that it adds to the amount of compensatory damages
that can be collected and it extends the statute of limitations on
the whistleblowing coverage period.
As it relates to the changes to compensatory damages, if an
employee was terminated for whistleblowing reasons, under
Section 922 of the Dodd- Frank Act, such employee can be
awarded double the amount of back pay, including interest
(Dodd-Frank Wall Street Reform and Consumer Protection Act,
2010). The other forms of compensatory damages remain the
same as named in the SOX provisions.
As it relates to the changes to the statute of limitations, an
employee has 180 days to file a complaint under the Dodd-
Frank Act, as opposed to the 90 days under SOX (Dodd-Frank
Wall Street Reform and Consumer Protection Act, 2010). The
lengthened statute of limitations for complaints provides for
more protection under the Act as well as allows for more time
for the objectives under the Act to be effective. In other words,
fewer whistleblowers would be denied protection as there would
be additional time to file a complaint.
As can be envisioned, the provisions under the Dodd-Frank
Act provide enhanced reforms from the precursor Act – SOX.

While SOX laid the foundation for many reforms for overall
corporate accountability, certain elements of the Dodd-Frank
Act improved SOX, particularly with respect to its
whistleblowing provisions. Also, in additional to the major
elements stated above, the Dodd-Frank Act provisions also
include other elements not included in SOX such as
confidentiality, a study on the effectiveness of the
whistleblower protection program, description of award payouts
and Fund balances, and the requirement for audited financial
statements of the Fund (Dodd-Frank Wall Street Reform and
Consumer Protection Act, 2010).
SEC Whistleblower Program Overview
Prior to the enactment of the Dodd-Frank Act, in
particular, the SEC had limited authority to take action against
corporate wrongdoers. The agency’s “bounty program” could
only be used for insider trading and the monetary awards it was
allowed to pay out had a ceiling of only 10 percent of the
monetary sanctions collected (U.S. SEC, 2011). This means that
the SEC now has expanded authority, through the SEC
Whistleblower Program set up by the Dodd-Frank Act, to
compensate whistleblowers for information provided, not only
for insider trading, but now for other federal securities laws
violations. In addition, the payout amount increased from a
maximum of 10 percent to a range from 10 percent to 30
percent.
As explained in the preceding paragraphs on the SOX and the
Dodd-Frank Act overview, SOX provided the foundational
elements for anti-retaliation provisions of whistleblowers that
provide information leading to judicial action and the Dodd-
Frank Act further enhanced such provisions by expanding the
scope of what is covered under federal law primarily through
the creation of the SEC Office of the Whistleblower and the
SEC Whistleblower Program. (Other significant improvements
include a broader definition of covered employees and the
amplified consequences for retaliation against such employees).
Program Objectives

The SEC Whistleblower Program is directed by the Dodd-
Frank Act to enforce the provisions under Section 922 (U.S.
SEC, n.d.). According to the official SEC website, the primary
intent for the creation of the SEC Whistleblower Program is to
“reward individuals who act early to expose violations and who
provide significant evidence that helps the SEC bring successful
cases” (U.S. SEC, 2011). This goes in line with one of the
primary missions of the SEC – to protect investors. The SEC is
focused on exposing fraud against shareholders; however, not at
the expense of those providing the information that exposed the
fraud. If an employee blows the whistle on fraudulent acts,
under SOX and the Dodd-Frank Act provisions, the SEC must
protect the individual from retaliation. In addition, it is
instructed to also provide awards for successful actions, as
required by the Dodd-Frank Act and through the SEC
Whistleblower Program (U.S. SEC, 2011).
Debate and Controversy Comment by JP: Sorry, but finally we
get beyond summary.
The creation and implementation of the SEC Whistleblower
Program, however, did not arise without debate and
controversy. Prior to creating the final rules of the program, the
SEC received more than 240 comment letters and about 1,300
“form letters” specifically addressing concerns and support for
the proposal (U.S. SEC, 2011). The letters received were from
commenters that range from individuals to lawyers and law
firms, public entities, professional organizations, audit firms,
compliance personnel, whistleblower advocacy groups,
academics, and not-for-profit organizations who all chimed in
on what they feel would be the impact of the proposal (U.S.
SEC, 2011).
The following were the primary controversial topics that
were discussed in great detail throughout the comment letters:
· The impact of the Act on internal compliance processes
· Definition of whistleblower and other key elements that would

make certain claims eligible for awards
· Relationship between eligible whistleblowers and anti-
retaliation provisions Comment by JP: Cite for this?
Internal Compliance
Among these listed, the most controversial topic is the impact
on a firm’s internal compliance processes. Some feared that an
employee’s bypass to the SEC would undermine a firm’s
internal compliance program and the firm’s ability to take
remedial action and participate with the SEC. These
commenters suggested that the proposal would defeat the
purpose of a firm having an internal compliance department if
its employees were allowed to go directly to the SEC without
first reporting the issues to the firm (U.S. SEC, 2011). In other
words, the impact would be such that a firm would not have the
ability to implement its internal compliance or make any form
of corrective action prior to an employee tipping off the SEC.
On the flipside of this concern is the support for employees to
go to the SEC with information that can bring to an end one
more firm engaged in corporate wrongdoing. Advocates suggest
that to state a firm and its management team could be
completely unaware of fraud and its securities violations is
foolish (Havian & Kelton, 2010). It is likely that the
management team would know that their firm is violating
securities laws. Additionally, advocates support the direct link
to the SEC on the basis that employees may fear retaliation if
they bring concerns to the internal compliance department
(Havian & Kelton, 2010). If the environment of a firm is one
where retaliation is a possibility, employees may not be
persuaded to divulge pertinent information. The direct link to
the SEC opens an avenue to bring to light corporate fraud.
With the support for and the concerns against the whistleblower
link to the SEC either before or after it is addressed with a
firm’s internal compliance department, the SEC ruled against
the business community and stated in its final rules that a
whistleblower need not initially report the issue with the firm
(U.S. SEC, 2011). The SEC’s position is that a whistleblower

may decide to channel the information through the internal
compliance department, but the individual is not required to do
so. However, for common ground, the SEC does incentivize
whistleblower to first use the internal compliance department.
As mentioned above in the Dodd-Frank Act – Section 922
Overview, the award amount is based on a number of factors
and included as a factor is the degree of participation. The SEC
ruled that participation in the judicial and administrative
process, including participation and cooperation with the
whistleblower firm’s own internal compliance and reporting
systems, would increase the likely payout amount (U.S. SEC,
2011). This is meant to encourage whistleblowers to first report
with the firm in question.
Definition of Whistleblower
Another highly debated topic was the definition of
“whistleblower” as this could impact eligibility of awards and
protection under the law, particularly with regards to the anti-
retaliation provisions. With respect to the debate about the
definition of a “whistleblower,” it is two-fold: (1) the types of
informers that would fall under the definition of a
“whistleblower” and (2) the phrasing of other related words that
would qualify a whistleblower and impact anti-retaliation
provisions (U.S. SEC, 2011).
Regarding the former, some shared concerns as to whom or
what may constitute as a whistleblower. For instance, some
stated that a whistleblower should not be limited to a natural
person, but rather, it should also include un-naturalized
institutions such as non-governmental organizations (“NGO”),
e.g., labor unions. Support for this is on the basis that NGO’s
and other institutions are in the best position to analyze
corporate wrongdoing. By limiting the classes of
“whistleblowers” to strictly natural persons, this may be going
against the objective of the Act, which is to seek information of
violations of securities laws and to reward and protect those
who provide such information (Voices for Corporate
Responsibility, 2010).

Regarding the latter, the wording within the definition of a
“whistleblower” was deliberated upon as the phrasing could
potentially disqualify some people that may otherwise qualify to
be a whistleblower. In addition, some commenters addressed the
significant effects the definition would have on anti-retaliation
provisions against firms in question.
Concerning the disqualification of whistleblowers in the context
of the definition, some people recommended that the definition
should be broadened to state “potential violations,” “likely
violations”, “possible violations,” “probable violations,” etc.,
that “has occurred, is ongoing, or is about to occur” when
describing the lawful act of an individual providing information
about the violations or future violations (U.S. SEC, 2011).
Advocates for this also suggested that “reasonable belief” or
“good faith belief” should be inserted in the definition. The
basis for this broadened definition is for a wider coverage and
qualification as to who can be considered a whistleblower (U.S.
SEC, 2011).
Contrary to this perspective, opponents felt strongly that
broadening the definition of a whistleblower to include
“potential” violations could provide opportunities for people to
exploit the law and make puerile claims under the anti-
retaliation provisions (Rubin, 2011; U.S. SEC, 2011). They
assert that if an employee had adverse action against himself or
herself and he or she made frivolous claims as to “potential”
violations of the firm, they may qualify as a whistleblower and
therefore seek damages under the anti-retaliation provisions
(Rubin, 2011). In this case there would be concern for abuse of
the law in that the employee would make meritless claims solely
for the anti-retaliation benefits.
Other commenters claiming abuse also suggested that the
relationship between the eligible whistleblowers and the anti-
retaliation provisions should be “categorically” divided (U.S.
SEC, 2011). They stated that if a company decides to make an
adverse action against an employee for other reasons not
relating to whistleblowing, the company should be exempt from

the anti-retaliation provisions, even if the employee qualifies as
a whistleblower (U.S. SEC, 2011).
SEC Rule on Definition and Exemption
Upon review and deliberation, the SEC decided on the final
definition of “whistleblower” and addressed the relationship
between whistleblower and the anti-retaliation provisions. In
terms of who or what may constitute as a whistleblower, the
SEC ruled that only natural persons can be a qualified
whistleblower. They did not agree that the definition should
include institutions or NGO’s and cited the meaning of
“individual” under statutory text and legislative history.
In terms of a broadened definition to include wording such as
“potential violation,” “probably violation,” etc., the SEC agreed
with those commenters stating the language of the definition
should be changed to “possible violation” as it is more refined
and less imprecise (U.S. SEC, 2011). The SEC ruled against
narrowing the definition of a whistleblower; however, they
decided to modify the proposed rule by adding to who can be
afforded protection under the anti-retaliation provisions. (This
was meant to strike a balance between opposing views).
As a means of addressing abuse of the anti-retaliation
provisions, the SEC ruled that a whistleblower can qualify for
protection if he or she had “reasonable belief” as to the possible
violation. The language of “reasonable belief,” then, is belief
that another individual may possess if he or she was place in the
same situation. In addition, the SEC included “lawful act” in the
definition so as to distinguish between actions taken in
connection with the Act with any other action (U.S. SEC, 2011).
Essentially, only adverse action against the employee for the
“lawful act” to provide information applies. Any other reason
for the adverse action would not be covered under the anti-
retaliation provisions. The SEC asserts that this would still
encourage people to provide quality information while also
discouraging those who would use the law for abuse or
retaliation against the firm (U.S. SEC, 2011).
Analysis

Based on the above rationalizations for or against certain
facets of the program rules, it is safe to say that both sides have
merits. Some prefer that the definition of a whistleblower be
comprehensive and rightfully so. The SEC operates on the tips
they receive so if a tip leads to a successful judicial action
against a firm, they should rightfully protect those who
provided the tip and they should not hinder award and
protection because of language in the rules that may be disputed
and may lead to disqualification. However, on the flipside of
this, narrowing the definition could be seen as a way to reduce
any abuse of the law. From the perspective of the employer, it
can be appreciated that they do not want to fear repercussions
for any adverse action done to an employee who makes a
frivolous claim.
In addition, the debate as to whether or not the
whistleblower should be required to report issues to the internal
compliance department was also warranted. Some say that if the
employee is not required to report internally first, then it
defeats the purpose of having a dedicated compliance
department in the first place. The firm should have a chance to
correct any issues before going to the SEC. However, such a
requirement for the employee may mean that the information
may not be provided at all.
Overall, the SEC has done an adequate job of addressing
most concerns and striking the balance between both sides. The
SEC changed the verbiage of the definition of a whistleblower
to accommodate those who feel strongly about a broadened
scope but also worded the definition is such a way that limits
abuse and explicitly states the authority of the SEC to decide on
the applicability of the provisions to specific cases, i.e., “lawful
act” and “reasonable belief.” In addition, for the concerns that
the SEC sided against, e.g. institutions included in
whistleblower definition, the SEC provided an adequate
explanation in the final rules. Taken as a whole, the program
rules appear fair and in line with the objectives of the Dodd-
Frank Act.

Conclusion
The final rules and the implementation of the SEC
Whistleblower Program incited debate with many individuals
and organizations supporting the program and program rules and
many others disagreeing with the position. Some wanted a
broader definition of a whistleblower to widen the scope of
covered individuals while some wanted a narrower definition to
limit the amount of potential abuse on the use of the anti-
retaliation provisions. The SEC deliberated and ruled on what it
believed to be a proper middle ground between the opposing
sides while keeping the objectives of the Act intact. The SEC
modified the language of who may qualify as a whistleblower
and who may be afforded protection under the anti-retaliation
provisions.
To date, the SEC Whistleblower Program has shown
success as it has paid out more than $50 million in awards to
more than 16 whistleblowers since the establishment of the
program in 2011 (U.S. SEC, 2015). In addition, the amount of
tips received each year continues to grow (U.S. SEC, n.d.). We
can expect that despite opposition, particularly from the
business community, the SEC Whistleblower Program will be
around for a while and will continue to successfully take action
against fraud and securities violations while simultaneously
protecting those who provided the necessary information.

References
Dodd-Frank Wall Street Reform and Consumer Protection Act,
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Havian, E. R. & Kelton, E. A. (2010, December 13). SEC
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dyn/content/article/2010/12/10/AR2010121006066.html
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34-63237 proposed rules for implementing the whistleblower
provisions of section 21F of the securities exchange act of 1934.
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compliance officer. Retrieved from
http://www.sec.gov/news/pressrelease/2015-73.html
U.S. Securities and Exchange Commission. (n.d.) Whistleblower
program. Retrieved from http://www.sec.gov/spotlight/dodd-
frank/whistleblower.shtml

Voices for Corporate Responsibility. (2010, December 17).
Retrieved from http://www.sec.gov/comments/s7-33-10/s73310-
162.pdf

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