Abstract
Congress passed the Sarbanes-Oxley Act of 2002 to prevent systemic fraud. To this end, Congress included unparalleled anti-retaliation protections for whistleblowers in 28 U.S.C. § 1514A, aimed expressly at ending the “corporate code of silence” which enabled large-scale fraud to go undetected.
To fall within the scope of SOX’s anti-retaliation provisions, a whistleblower must demonstrate he had an “objectively reasonable belief” that his employer’s conduct violated the laws or regulations enumerated in § 1514A. However, the Act does not define what a whistleblower must show to establish an “objectively reasonable belief” that their employer engaged in fraudulent conduct. Over time, the Administrative Review Board (ARB)—charged with reviewing retaliation claims under SOX—has provided varying interpretations of § 1514A’s objective reasonableness standard, which U.S. Courts of Appeals have adopted or modified at different points in time. As a result, a complex circuit split has emerged.
After analyzing SOX’s legislative history, the procedure for filing a complaint, the ARB’s evolving interpretation of § 1514A, the circuit split, and objective reasonableness in an analogous context, this Comment proposes an objective reasonableness standard that would bridge the current divide. The proposed standard would require a complainant to have sufficient information to demonstrate an objectively reasonable belief as to at least one of the elements of the underlying fraud at issue, rather than all or none. It is optimally aligned with SOX’s text, design, and purpose and addresses the key concerns of all circuit courts.
Start Page
641
Recommended Citation
Levin, Jacob S.
(2026)
"Reckoning with Retaliation: Objective Reasonableness in SOX Whistleblower Cases,"
University of Chicago Legal Forum: Vol. 2025, Article 19.
Available at:
https://chicagounbound.uchicago.edu/uclf/vol2025/iss1/19