Celesq® Attorneys Ed Center

Who Qualifies as a Whistleblower under Sarbanes-Oxley?

Program Number: 2402

Program Date: 01/14/2014


This November the United States Supreme Court will hear argument in Lawson v. FMR, LLC, which tackles the issue of whether whistleblowers employed by a privately held contractor or subcontractor of a publicly traded company are protected from retaliation under SOX. In the lower court’s opinion in Lawson, the First Circuit answered the question in the negative. Soon after, the Administrative Review Board reached the opposite conclusion and specifically declined to follow Lawson. Join Roger Lane, Courtney Worcester and Michael Thompson as they review the split of authority on this issue, analyze the arguments presented by the parties to the Supreme Court, and provide their assessment of which way the Supreme Court may rule.

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Available in states

California, Colorado Eligible, Georgia, New Jersey Eligible, New York, Texas Self Study

Credit Information

50 minute credit hour - 1.0 General CLE credit, based on a 50-minute credit hour
60 minute credit hour - 1.0 General CLE credit, based on a 60-minute credit hour

State Program Numbers

Credit Eligible BOTH New and Experienced Attorneys in NY


Roger A. Lane, Esq.

Foley & Laudner LLP

Roger A. Lane, Esq. is a partner with Foley & Lardner LLP where he serves as chair of the Boston Litigation Department. A member of the Securities Enforcement & Litigation and Private Equity & Venture Capital Practices and the Emerging Technologies Industry Team, he represents clients involved in complex commercial litigation, with a particular emphasis on corporate law disputes, stockholder and federal securities litigation, and related risk management issues. Mr. Lane has represented venture capital and private equity firms, their partners, early-stage and mature corporations, their directors, officers, and independent board committees, investment advisers, investment banks and underwriters, and he has handled litigation related to the federal securities laws, debt and equity financings, mergers and acquisitions, executive compensation, and other matters of corporate management and governance. He has also managed internal corporate investigations and advised clients on how to mitigate litigation risk before entering major corporate and commercial transactions. Mr. Lane has been selected for inclusion in the 2004 – 2012 Massachusetts Super Lawyers® lists. He is also listed in The Best Lawyers in America and Chambers USA: America’s Leading Lawyers for Business.  


Michael Thompson, Esq.

Foley & Laudner LLP

Michael Thompson is a senior counsel and business litigation lawyer with Foley & Lardner LLP, where he represents clients in a broad range of industries, including healthcare, biotechnology, insurance, and construction. He is experienced in diverse commercial litigation and appellate matters, including post-acquisition disputes, business contractual disputes, and business torts. Mr. Thompson is a member of the firm’s Business Litigation & Dispute Resolution, Securities Enforcement & Litigation, and Construction Practices. Mr. Thompson has been selected for inclusion in the 2010 – 2012 Massachusetts Super Lawyers-Rising Stars® editions for his general litigation work. In 2016, Mr. Thompson was also selected for inclusion in The National Black Lawyers “Top 40 Under 40.”


Courtney Worcester, Esq.

Holland & Knight

Courtney Worcester is a trial attorney in Holland & Knight's Boston office. Ms. Worcester focuses her practice on complex commercial litigation involving corporations, limited liability companies (LLCs), venture capital and private equity firms, and financial institutions and their directors and officers.

Ms. Worcester regularly counsels boards, individual directors and officers on a wide variety of corporate governance matters, including books and records demands, removal or election of directors, board committee investigations and reports. In addition, she represents clients in federal securities and shareholder litigation matters, including federal securities and consumer class actions, stockholder derivative litigations, as well as in disputes between co-founders. Ms. Worcester is also experienced in diverse commercial litigation matters, ranging from contractual disputes to the protection of trade secrets, unfair competition and other business torts.

After law school, she clerked for the Honorable W. Stephen Thayer III and the Honorable Linda S. Dalianis of the New Hampshire Supreme Court. During law school, Ms. Worcester served as the administrative editor for the Boston University Law Review and was a member of the national moot court team.