Private equity firm Thoma Bravo announced Thursday that it's completed its $395 million acquisition of internet and mobile cloud testing and monitoring company Keynote Systems.

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Connecting TPG CEO William McGlashan via Success Factors to Bennett

Connecting TGP Growth, McGlashan, Blum, Success Factors, Bennett

The Dubious Phone Call and Time Wasting Project

The folks at TPG will have to answer to my Whistleblower Complaints on the truly odd collection of RFPs emanating from companies connected to Richard Blum, William McGlashan, CBRE, Regency Centers, Trammel Crow, Lennar, Catellus.

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My story is about witness murders, private equity, mergers and acquisitions linked back to the Matter of Bennett v. Southern Pacific lost in 1989.  It was a winnable case as long the witnesses testified.  

sss

EX-8.1 3 g08859a3exv8w1.htm EX-8.1 OPINION OF ALSTON & BIRD LLP

 

Exhibit 8.1

Alston & Bird llp
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424

404-881-7000
Fax: 404-881-7777
www.alston.com

December 6, 2007

Graphic Packaging Corporation
814 Livingston Court
Marietta, Georgia 30067

     Re: Combination of Graphic Packaging Corporation and Altivity Packaging LLC

Dear Ladies and Gentlemen:

     We have acted as counsel to Graphic Packaging Corporation, a Delaware corporation (“Graphic”), in connection with the transactions contemplated by the Transaction Agreement and Agreement and Plan of Merger, dated as of July 9, 2007 (the “Transaction Agreement”), by and among Graphic, Bluegrass Container Holdings, LLC, a Delaware limited liability company (“BCH”), TPG Bluegrass IV, L.P., a Delaware limited partnership (“TPG IV”), TPG Bluegrass IV — AIV 2, L.P., a Delaware limited partnership (“TPG IV — AIV”), TPG Bluegrass V, L.P., a Delaware limited partnership (“TPG V”), TPG Bluegrass V — AIV 2, L.P., a Delaware limited partnership (“TPG V — AIV”), Field Holdings, Inc., a Delaware corporation (“Field Holdings”), TPG FOF V-A, L.P., a Delaware limited partnership (“FOF-VA”), TPG FOF V-B, L.P., a Delaware limited partnership (“FOF V-B”), and BCH Management, LLC, a Delaware limited liability company (“BCH Management” and together with Field Holdings, TPG IV, TPG IV — AIV, TPG V, TPG V — AIV, FOF V-A, FOF V-B, and each owner of the BCH Equity Interests, the “Sellers”), New Giant Corporation, a newly organized Delaware corporation (“New Graphic”), and Giant Merger Sub, Inc., a newly organized Delaware corporation (“Merger Sub”). Capitalized terms not otherwise defined herein shall have the meanings specified in the Transaction Agreement.

     Pursuant to the Transaction Agreement: (a) Merger Sub shall be merged with and into Graphic, with Graphic surviving as a wholly owned subsidiary of New Graphic, and each share of Graphic common stock shall be converted into the right to receive one validly issued, fully paid and non-assessable share of New Graphic common stock (the “Merger”); and (b) the Sellers shall contribute to New Graphic all of the BCH Equity Interests in exchange for newly issued common stock of New Graphic (the “Exchange”) (the Merger together with the Exchange, the “Transactions”).

      

      

One Atlantic Center		90 Park Avenue		3201 Beechleaf Court, Suite 600		601 Pennsylvania Avenue, N.W.
1201 West Peachtree Street		New York, NY 10016		Raleigh, NC 27604-1062		North Building, 10th Floor
Atlanta, GA 30309-3424		212-210-9400		919-862-2200		Washington, DC 20004-2601
404-881-7000		Fax: 212-210-9444		Fax: 919-862-2260		202-756-3300
Fax: 404-881-7777						Fax: 202-756-3333

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Graphic Packaging Corporation
December 6, 2007
Page 2

     This opinion letter is being delivered in connection with, and as of the date of the consummation of the Transactions and the declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 and any amendments thereto (the “Registration Statement”), as filed with the SEC to which this opinion letter appears as an exhibit. In that connection, you have requested our opinion regarding (i) certain U.S. federal income tax consequences of the Merger, and (ii) the accuracy of the discussion of the material U.S. federal income tax consequences to the stockholders of New Graphic under the heading “The Transactions — Material U.S. Federal Income Tax Consequences to Graphic Stockholders” in the Registration Statement.

     In rendering the opinions expressed herein, we have examined the Transaction Agreement, the Registration Statement, and such other documents as we have deemed necessary or appropriate for purposes of our opinions. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing. In addition, we have assumed with your consent that:

     (i) The Transaction Agreement and Registration Statement accurately and completely describe the Transactions, the Transactions will be consummated in accordance with the provisions of the Transaction Agreement and the Registration Statement, and the Transactions will be effective under the laws of the State of Delaware;

     (ii) The statements concerning the Transactions set forth in the Transaction Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time;

     (iii) The parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Transaction Agreement;

     (iv) The representations made by Graphic, New Graphic and BCH, in their respective letters delivered to us for purposes of this opinion letter (the “Representation Letters”) are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time;

     (v) Any representations made in the Representation Letters “to the knowledge of” or similarly qualified are correct without such qualification; and

     (vi) All documents submitted to us as photocopies faithfully reproduce the originals thereof, such originals are authentic, all such documents have been or will be duly executed to the extent required, and all statements set forth in such documents are accurate.

     If any of the above described assumptions are untrue for any reason or if the Transactions are consummated in a manner that is different from the manner in which they are

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Graphic Packaging Corporation
December 6, 2007
Page 3

described in the Transaction Agreement or the Registration Statement, our opinions as expressed below may be adversely affected and may not be relied upon.

     Based upon the foregoing, and subject to the assumptions set forth herein, for U.S. federal income tax purposes, we are of the opinion that:

     (i) The Merger, together with the Exchange, will constitute an exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), or the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, or both;

     (ii) No gain or loss will be recognized by Graphic as a result of the Transactions;

     (iii) No gain or loss will be recognized by holders of Graphic common stock on the exchange of their Graphic common stock for New Graphic common stock as a result of the Transactions; and

     (iv) The statements under the heading “The Transactions — Material U.S. Federal Income Tax Consequences to Graphic Stockholders” in the Registration Statement, to the extent that they describe matters of law or legal conclusions and subject to the qualifications, assumptions and limitations stated therein, are accurate in all material respects.

     Our opinions are based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time, possibly with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the Transactions, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect or change our opinions as set forth herein. We assume no responsibility to inform you of any such change or inaccuracy that comes to our attention, and we have no obligation to update our opinions. Finally, our opinions are limited to the tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Transactions.

     We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Transactions under any state, local or foreign law, or with respect to other areas of United States federal taxation. We are members of the Bar of the State of Georgia, and we do not express any opinion herein concerning any law other than the federal law of the United States. Our opinions are not binding upon the Internal Revenue Service or the courts and there is no assurance that the Internal Revenue Service will not assert a contrary position.

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Graphic Packaging Corporation
December 6, 2007
Page 4

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement, and to the use of our name under the caption “The Transactions — Material U.S. Federal Income Tax Consequences to Graphic Stockholders” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

	Sincerely, ALSTON & BIRD LLP
	By:	/s/ Gerald V. Thomas II
		Gerald V. Thomas II, Partner

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William McGlashan / Tarrant Capital Advisors, Inc. / SuccessFactors, Inc.Tarrant v. Bennett

Connecting Success Factors to Bennett

The Dubious Phone Call and Time Wasting Project

William McGlashan Founder / CEO / Arrested/Indicted/Wire Fraud 

Tarrant Capital Advisors, Inc.
SuccessFactors, Inc. : Pursued Bennett for special project building an applet for MS Outlook.  Time wasting proposal just like several others 

Tarrant v. Bennett / beyond obvious 

The folks at TPG will have to answer to my Whistleblower Complaints on the truly odd collection of RFPs emanating from companies connected to Richard Blum, William McGlashan, CBRE, Regency Centers, Trammell Crow, Lennar, Catellus. and PG&E?

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My story is about witness murders, private equity, mergers and acquisitions linked back to the Matter of Bennett v. Southern Pacific lost in 1989.  It was a winnable case as long the witnesses testified.  

This will updated next week with better Graphics.

One leg of my long story

Rylan Fuchs
Friends with my sons
Murdered 2011 Danville
Chief of Police: Chris Wenzel 

Lisa Dickinson
Missing Person 1976
Walnut Creek CA
Sister of Kevin Dickinson  

Harve and Keiko Ringheim
Valley View Veterinary
Pleasant Hill CA
Murdered in Dublin CA
1986 

SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Tarrant Capital Advisors, Inc. (Last) (First) (Middle) C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol  SuccessFactors, Inc. [ SFSF ]	5. Relationship of Reporting Person(s) to Issuer  (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/26/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/26/2007		C		6,201,550	A	(1)	6,201,550(1)	I	See Explanation of Responses(2)(3)
Common Stock	11/26/2007		C		662,544	A	(1)	6,864,104(1)	I	See Explanation of Responses(2)(3)
Common Stock	11/26/2007		C		672,115	A	(1)	7,536,219(1)	I	See Explanation of Responses(2)(3)
Common Stock	11/26/2007		C		322,969	A	(1)	7,859,178(1)	I	See Explanation of Responses(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	11/26/2007		C			6,201,550	(1)	(1)	Common Stock	6,201,550	$0	0	I	See Explanation of Responses(2)(3)
Series C Preferred Stock	(1)	11/26/2007		C			662,544	(1)	(1)	Common Stock	662,544	$0	0	I	See Explanation of Responses(2)(3)
Series D Preferred Stock	(1)	11/26/2007		C			672,115	(1)	(1)	Common Stock	672,115	$0	0	I	See Explanation of Responses(2)(3)
Series E Preferred Stock	(1)	11/26/2007		C			322,969	(1)	(1)	Common Stock	322,969	$0	0	I	See Explanation of Responses(2)(3)

1. Name and Address of Reporting Person* Tarrant Capital Advisors, Inc. (Last) (First) (Middle) C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

Explanation of Responses:

1. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") was automatically converted into common stock, par value $0.001 per share (the "Common Stock"), of SuccessFactors, Inc. (the "Issuer") on a one-for-one basis in connection with the closing of the Issuer's initial underwritten public offering. The Preferred Stock had no expiration date.

2. David Bonderman and the Coulter 2006 Management Trust, of which James G. Coulter is the sole trustee, are the sole shareholders of Tarrant Capital Advisors, Inc., a Delaware corporation. Mr. Bonderman and Mr. Coulter are also officers and directors of Tarrant Capital Advisors, Inc., which is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, LLC, a Delaware limited liability company, which is the sole member of TPG Ventures Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Ventures GenPar, L.P., a Delaware limited partnership, which in turn is the general partner of TPG Ventures, L.P., a Delaware limited partnership, which directly holds the shares reported herein.

3. Because of the relationships of David Bonderman, James G. Coulter and Tarrant Capital Advisors, Inc. (together, the "Reporting Persons") to TPG Ventures, L.P., the Reporting Persons may be deemed to beneficially own the securities directly owned by TPG Ventures, L.P. The Reporting Persons may also be deemed to beneficially own such securities to the extent of the greater of their direct or indirect pecuniary interest in the profits or capital accounts of TPG Ventures, L.P. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned in excess of such amounts.

Remarks:

(4) Mr. Bonderman, Mr. Coulter and Tarrant Capital Advisors, Inc. are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Messrs Bonderman and Coulter and Tarrant Capital Advisors, Inc. have entered into an Agreement of Joint Filing, dated as of November 12, 2007, which was previously filed with the Securities and Exchange Commission (the "SEC") as Exhibit 1 to the Schedule 13D filed with the SEC on November 13, 2007 (SEC File No. 005-57845) by TPG Advisors III, Inc., TPG Advisors IV, Inc., T3 Advisors II, Inc., David Bonderman and James G. Coulter. (5) Clive D. Bode is signing on behalf of both Mr. Bonderman and Mr. Coulter pursuant to the authorization and designation letters dated August 31, 2006, which were previously filed with the SEC.

	/s/ Clive D. Bode, Vice President and Secretary(4)	11/28/2007
	/s/ Clive D. Bode, on behalf of David Bonderman(4)(5)	11/28/2007
	/s/ Clive D. Bode, on behalf of James G. Coulter(4)(5)	11/28/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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The Whistleblower Adjustment Committee - NO MORE WITNESS RETALIATION

The Whistleblower Adjustment Committee

You can beat the shit out of me as much as want but I will stand up for those that are gone
You can kill my witnesses all day long but I will find them and yell to the universe

Dead Witnesses

see pete

Whistleblower Protections

• Protections Against Retaliation
• Protections Against Actions Taken to Impede Reporting
• Frequently Asked Questions
• SEC Enforcement Actions
• Whistleblower Protection News
• Internal Reporting Amicus Briefs

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Whistleblower Protections

• Protections Against Retaliation
• Protections Against Actions Taken to Impede Reporting
• Frequently Asked Questions
• SEC Enforcement Actions
• Whistleblower Protection News
• Internal Reporting Amicus Briefs

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Protections Against Retaliation

The Dodd-Frank Wall Street Reform and Consumer Protection Act expanded the protections for whistleblowers and broadened the prohibitions against retaliation.  Following the passage of Dodd-Frank, the SEC implemented rules that enabled the SEC to take legal action against employers who have retaliated against whistleblowers.  This generally means that employers may not discharge, demote, suspend, harass, or in any way discriminate against an employee in the terms and conditions of employment because the employee reported conduct that the employee reasonably believed violated the federal securities laws.
Dodd-Frank also created a private right of action that gives whistleblowers the right to file a retaliation complaint in federal court.  This means that if you are a whistleblower who has reported a possible securities law violation and believe you have been retaliated against because of your report, you may be able to sue your employer in federal court and seek double back pay (with interest), reinstatement, reasonable attorneys’ fees, and reimbursement for certain costs in connection with the litigation.
You can find more information about the Dodd-Frank whistleblower protections, including the time period by which a whistleblower must file a private action in federal court, in Section 922 of the Dodd-Frank Act.
If you believe you have been retaliated against by your employer for reporting a potential securities law violation and want to let us know, you may do so by submitting a tip either through our online portal or by mail or fax.

Protections Against Actions Taken to Impede Reporting

In addition to protecting whistleblowers who have reported possible securities law violations from retaliation, Commission Rule 21F-17(a) prohibits any person from taking any action to prevent you from contacting the SEC directly to report a possible securities law violation.  The Rule states “[n]o person may take action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement…with respect to such communications.” 
Unlike the anti-retaliation protections, the protections against actions taken to impede reporting possible securities law violations are not limited to the employee-employer context.  Only the SEC, however, may file an enforcement action for a violation of Rule 21F-17(a).
Please let us know by submitting a tip if you believe that someone has taken any action to prevent you from communicating with the SEC concerning a possible securities law violation.

Frequently Asked Questions

The answers to these frequently asked questions represent the views of the staff of the Office of the Whistleblower. They are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them. These FAQs provide short general summaries of certain key features of the SEC Whistleblower Program and do not purport to be a complete or comprehensive discussion of all of its provisions. For detailed information about the program, including eligibility requirements and certain limitations that apply, please see Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Final Rules implementing the program.

1. What rights do I have if my employer fires me or retaliates against me for submitting information to the SEC?

You may bring an action in federal court within a certain time period if your employer violates the anti-retaliation provisions of Dodd-Frank.  If you are successful in court, you may be entitled to reinstatement, double back pay, litigation costs, expert witness fees, and attorneys’ fees.
The anti-retaliation protections generally apply to employees who report information regarding possible violations of the federal securities laws.  Among other things, these protections provide that an employer may not discharge, demote, suspend, threaten, harass, or in any way discriminate against a whistleblower in the terms or conditions of employment for:

• Providing information to the SEC under the whistleblower program, or
• Initiating, testifying in, or assisting the SEC in any investigation or proceeding

In addition, the SEC may also bring an enforcement action against a company that violates the anti-retaliation provisions of Dodd-Frank.
You may also be able to file a retaliation complaint in federal court under Section 806 of the Sarbanes-Oxley Act of 2002 (“SOX”).  You can find information about your rights and protections under SOX on the Department of Labor’s whistleblower website. 

2. I’m considering reporting internally to my company. Will I still be eligible for the anti-retaliation protections under Dodd-Frank?

With the passage of Dodd-Frank, Congress amended the Exchange Act to add Section 21F, which established a series of new incentives and protections for individuals to report possible violations of the federal securities laws, including enhanced employment retaliation protections.
On February 21, 2018, the United States Supreme Court issued an opinion in Digital Realty Trust, Inc. v. Somers stating that the Dodd-Frank anti-retaliation provisions only extend to those persons who provide information relating to a violation of the securities laws to the SEC.  To understand how this may affect you, we encourage you to consult with an attorney.
If you choose to report a possible securities law violation internally to your company, you also can report that information directly to the SEC either before or at the same time as reporting internally.  If you have already reported to the company, you can still report to the Commission now.
Regardless of whether the anti-retaliation protections extend to you, you may remain eligible for an award under our whistleblower award program. We encourage you to provide information about potential securities law violations to the SEC by submitting a tip. 

3. What if I am asked to sign an agreement that prevents me from reporting my concerns directly to the SEC?

Such an agreement may violate the federal securities laws.  Rule 21F-17(a) provides that “[n]o person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing or threatening to enforce a confidentiality agreement…with respect to such communications.”
If you have been asked to sign such an agreement, or have already signed such an agreement, and want to understand how the rules may apply to you, we encourage you to consult with an attorney.  You may also send us a copy of your agreement, if you so choose, by submitting it as a tip either through our online portal or by mail or fax.

4. Do the anti-retaliation protections apply overseas?

Dodd-Frank does not specifically state whether, or to what extent, the anti-retaliation protections apply to individuals or conduct outside of the United States.  To understand if the anti-retaliation protections may apply to you, we encourage you to consult with an attorney. We encourage you to submit a tip to the SEC if you believe you have been retaliated against for reporting potential securities law violations even if the retaliation occurred outside of the United States.
Regardless of whether the Dodd-Frank anti-retaliation protections extend to you, you may remain eligible for an award under our whistleblower award program.  You do not need to reside or work in the United States to be eligible for an award under our whistleblower award program.  

SEC Enforcement Actions

The SEC has brought a number of actions based on both retaliatory conduct, as well as actions taken to impede reporting.
Enforcement Actions Based on Retaliatory Conduct
In the Matter of SandRidge Energy, Inc., File No. 3-17739 (December 20, 2016)
In the Matter of International Game Technology, File No. 3-17596 (September 29, 2016)
In the Matter of Paradigm Capital Management, Inc. and Candace King Weir, File No. 3-15930 (June 16, 2014)
Enforcement Actions Based on Actions Taken to Impede Reporting
In the Matter of Homestreet, Inc. and Darrell Van Amen, File No. 3-17801 (January 19, 2017)
In the Matter of Blackrock, Inc., File No. 3-17786 (January 17, 2017)
In the Matter of SandRidge Energy, Inc., File No. 3-17739 (December 20, 2016)
In the Matter of NeuStar, Inc., File No. 3-17736 (December 19, 2016)
In the Matter of Anheuser-Busch InBev SA/NV, File No. 3-17586 (September 28, 2016)
In the Matter of Health Net, Inc., File No. 3-17396 (August 16, 2016)
In the Matter of BlueLinx Holdings Inc., File No. 3-17371 (August 10, 2016)
In the Matter of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., File No. 3-17312 (June 23, 2016)
In the Matter of KBR, Inc., File No. 3-16466 (April 1, 2015)

Retaliation News

Financial Company Charged with Improper Accounting and Impeding Whistleblowers (1/19/17)
Blackrock Charged with Removing Whistleblower Incentives in Separation Agreements (1/17/17)
Company Settles Charges in Whistleblower Retaliation Case (12/20/16)
Company Violated Rule Aimed at Protecting Potential Whistleblowers (12/19/16)
Risk Alert: Examining Whistleblower Rule Compliance (10/24/2016)
SEC: Casino-Gaming Company Retaliated Against Whistleblower (9/29/16)
SEC Charges Anheuser-Busch InBev With Violating FCPA and Whistleblower Protection Laws (9/28/16)
Company Punished for Severance Agreements That Removed Financial Incentives for Whistleblowing (8/16/16)
Company Paying Penalty for Violating Key Whistleblower Protection Rule (8/10/16)
Merrill Lynch to Pay $415 Million for Misusing Customer Cash and Putting Customer Securities at Risk (6/23/16)
Interpretation of the SEC’s Whistleblower Rules Under Section 21F of the Securities Exchange Act of 1934 (Aug. 4, 2015)
SEC Announces Award to Whistleblower in First Retaliation Case (4/28/15)
SEC: Companies Cannot Stifle Whistleblowers in Confidentiality Agreements (4/1/15)
SEC Charges Hedge Fund Adviser With Conducting Conflicted Transactions and Retaliating Against Whistleblower (6/16/14)
Statement on Court Filing by SEC to Protect Whistleblowers From Retaliation (2/20/14)

Internal Reporting Amicus Briefs

The SEC has intervened in several private cases to argue that the anti-retaliation protections of Dodd-Frank should apply to individuals who internally report potential securities laws violations as well as to those who make disclosures directly to the SEC.  However, on February 21, 2018, the United States Supreme Court issued an opinion in Digital Realty Trust, Inc. v. Somers stating that the Dodd-Frank anti-retaliation provisions only extend to those persons who provide information relating to a violation of the securities laws to the SEC.
Court of Appeals
The SEC maintains a listing of the amicus briefs filed in the Courts of Appeals.
District Courts
The below is a listing of some of the amicus briefs filed by the SEC in the District Courts:

• Gordon Scott Stroh v. Saturna Capital Corporation, Nicholas Kaiser and Deborah Kaiser, and Jane Carten and Terrance Carten, 16-cv-00283 (May 20, 2016)
• David Danon v. The Vanguard Group, 15-cv-06864 (March 28, 2016)
• Sandrod S. Wadler v. Bio-Rad Laboratories, Inc., Norman Schwartz, Louis Drapeau, Alice N. Schwartz, Albert J. Hillman, Deborah Neff, 15-cv-02356 (August 7, 2015)
• Jennifer Davies v. Broadcom Corporation, 15-cv-00928 (July 6, 2015)
• Arshad Azim v. Tortoise Capital Advisors, LLC et al., 13-cv-02267 (May 26, 2015)
• John Doe v. Oppenheimer Asset Management, Inc., Oppenheimer & Co., Inc., Brian Williamson and John T. McGuire, 14-cv-00779 (June 6, 2014)
• Eva Wiggins v. ING U.S., Inc., and ING Life Insurance and Annuity Company, 14-cv-01089 (December 19, 2014)
• Fred E. Lutzeier v. Citigroup, Inc., et al., 14-cv-00183 (May 9, 2014)
• Michael D. Peters v. LifeLock, Inc. Kim Jones, Cristy Schaan, 14-cv-00576 (May 8, 2014)

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