Section 301 of Sarbanes-Oxley
Section 806 of Sarbanes-Oxley
Section 1106 of Sarbanes-Oxley
Section 922 of the Dodd-Frank Act

Section 301 Public Company Audit Committees

      • (1) COMMISSION RULES-
        • (A) IN GENERAL- Effective not later than 270 days after the date of enactment of this subsection, the Commission shall, by rule, direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the requirements of any portion of paragraphs (2) through (6).
        • (B) OPPORTUNITY TO CURE DEFECTS- The rules of the Commission under subparagraph (A) shall provide for appropriate procedures for an issuer to have an opportunity to cure any defects that would be the basis for a prohibition under subparagraph (A), before the imposition of such prohibition.
        (2) RESPONSIBILITIES RELATING TO REGISTERED PUBLIC ACCOUNTING FIRMS- The audit committee of each issuer, in its capacity as a committee of the board of directors, shall be directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by that issuer (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such registered public accounting firm shall report directly to the audit committee.
        (3) INDEPENDENCE-
        • (A) IN GENERAL- Each member of the audit committee of the issuer shall be a member of the board of directors of the issuer, and shall otherwise be independent.
        • (B) CRITERIA- In order to be considered to be independent for purposes of this paragraph, a member of an audit committee of an issuer may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee–

(ii) be an affiliated person of the issuer or any subsidiary thereof.

(i) accept any consulting, advisory, or other compensatory fee from the issuer; or

        • (C) EXEMPTION AUTHORITY- The Commission may exempt from the requirements of subparagraph (B) a particular relationship with respect to audit committee members, as the Commission determines appropriate in light of the circumstances.

      (4) COMPLAINTS- Each audit committee shall establish procedures for–

      • (A) the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and
      • (B) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.
        (5) AUTHORITY TO ENGAGE ADVISERS- Each audit committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.
        (6) FUNDING- Each issuer shall provide for appropriate funding, as determined by the audit committee, in its capacity as a committee of the board of directors, for payment of compensation–
        • (A) to the registered public accounting firm employed by the issuer for the purpose of rendering or issuing an audit report; and
        • (B) to any advisers employed by the audit committee under paragraph (5).’.

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following:

(m) STANDARDS RELATING TO AUDIT COMMITTEES-

Section 806

Protection For Employees Of Publicaly Traded Companies Who Provide Evidence Of Fraud

    (a) IN GENERAL- Chapter 73 of title 18, United States Code, is amended by inserting after section 1514 the following:

Sec. 1514A. Civil action to protect against retaliation in fraud cases

      • (1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of section 1341, 1343, 1344, or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by–
        • (A) a Federal regulatory or law enforcement agency;
        • (B) any Member of Congress or any committee of Congress; or
        • (C) a person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, or terminate misconduct); or
        (2) to file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the employer) relating to an alleged violation of section 1341, 1343, 1344, or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders.
        (1) IN GENERAL- A person who alleges discharge or other discrimination by any person in violation of subsection (a) may seek relief under subsection (c), by–
        • (A) filing a complaint with the Secretary of Labor; or
        • (B) if the Secretary has not issued a final decision within 180 days of the filing of the complaint and there is no showing that such delay is due to the bad faith of the claimant, bringing an action at law or equity for de novo review in the appropriate district court of the United States, which shall have jurisdiction over such an action without regard to the amount in controversy.
        (2) PROCEDURE-
        • (A) IN GENERAL- An action under paragraph (1)(A) shall be governed under the rules and procedures set forth in section 42121(b) of title 49, United States Code.
        • (B) EXCEPTION- Notification made under section 42121(b)(1) of title 49, United States Code, shall be made to the person named in the complaint and to the employer.
        • (C) BURDENS OF PROOF- An action brought under paragraph (1)(B) shall be governed by the legal burdens of proof set forth in section 42121(b) of title 49, United States Code.
        • (D) STATUTE OF LIMITATIONS- An action under paragraph (1) shall be commenced not later than 90 days after the date on which the violation occurs.
        (1) IN GENERAL- An employee prevailing in any action under subsection (b)(1) shall be entitled to all relief necessary to make the employee whole.
        (2) COMPENSATORY DAMAGES- Relief for any action under paragraph (1) shall include–
        • (A) reinstatement with the same seniority status that the employee would have had, but for the discrimination;
        • (B) the amount of back pay, with interest; and
        • (C) compensation for any special damages sustained as a result of the discrimination, including litigation costs, expert witness fees, and reasonable attorney fees.
        1514A. Civil action to protect against retaliation in fraud cases.

(a) WHISTLEBLOWER PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES- No company with a class of securities registered under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l), or that is required to file reports under section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)), or any officer, employee, contractor, subcontractor, or agent of such company, may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee–

(b) ENFORCEMENT ACTION-

(c) REMEDIES-

(d) RIGHTS RETAINED BY EMPLOYEE- Nothing in this section shall be deemed to diminish the rights, privileges, or remedies of any employee under any Federal or State law, or under any collective bargaining agreement.

(b) CLERICAL AMENDMENT- The table of sections at the beginning of chapter 73 of title 18, United States Code, is amended by inserting after the item relating to section 1514 the following new item:

Section 1106 Increased Criminal Penalties Under Securities Exchange Act Of 1934

Section 32(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78ff(a)) is amended-

  • (1) by striking ”$1,000,000, or imprisoned not more than 10 years” and inserting ”$5,000,000, or imprisoned not more than 20 years”; and
  • (2) by striking ”$2,500,000” and inserting ”$25,000,000”.