Lawson v. FMR LLC

"No [public] company ..., 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 [whistleblowing or other protected activity]." § 1514A(a) (2006 ed.).

We hold, based on the text of § 1514A, the mischief to which Congress was responding, and earlier legislation Congress drew upon, that the provision shelters employees of private contractors and subcontractors, just as it shelters employees of the public company served by the contractors and subcontractors. We first summarize our principal reasons, then describe this controversy and explain our decision more comprehensively.

Plaintiffs below, petitioners here, are former employees of private companies that contract to advise or manage mutual funds. The mutual funds themselves are public companies that have no employees. Hence, if the whistle is to be blown on fraud detrimental to mutual fund investors, the whistleblowing employee must be on another company's payroll, most likely, the payroll of the mutual fund's investment adviser or manager.

Taking the allegations of the complaint as true, both plaintiffs blew the whistle on putative fraud relating to the mutual funds and, as a consequence, suffered adverse action by their employers. Plaintiffs read § 1514A to convey that "[n]o ... contractor ... may ... discriminate against [its own] employee [for whistleblowing]." We find that reading consistent with the text of the statute and with common sense. Contractors are in control of their own employees, but are not ordinarily positioned to control someone else's workers. Moreover, we resist attributing to Congress a purpose to stop a contractor from retaliating against whistleblowers employed

Congress borrowed § 1514A's prohibition against retaliation from the wording of the 2000 Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (AIR 21), 49 U.S.C. § 42121 . That Act provides: "No air carrier or contractor or subcontractor of an air carrier may discharge an employee or otherwise discriminate against an employee with respect to compensation, terms, conditions, or privileges of employment" when the employee provides information regarding violations "relating to air carrier safety" to his or her employer or federal authorities. § 42121(a)(1). AIR 21 has been read to cover, in addition to employees of air carriers, employees of contractors and subcontractors of the carriers. Given the parallel statutory texts and whistleblower protective aims, we read the words "an employee" in AIR 21 and in § 1514A to have similar import.

A

The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley or Act) aims to "prevent and punish corporate and criminal fraud, protect the victims of such fraud, preserve evidence of such fraud, and hold wrongdoers accountable for their actions."

In common with other whistleblower protection provisions enforced by DOL, see 77 Fed.Reg. 3912 (2012), the ARB's determination on a § 1514A claim constitutes the agency's final decision and is reviewable in federal court under the standards stated in the Administrative Procedure Act, 5 U.S.C. § 706 . If, however, the ARB does not issue a final decision within 180 days of the filing of the complaint, and the delay is not due to bad faith on the claimant's part, the claimant may proceed to federal district court for de novo review. 18 U.S.C. § 1514A(b). An employee prevailing in a proceeding under § 1514A is entitled to "all relief necessary to make the employee whole," including "reinstatement with the same seniority status that the employee would have had, but for the discrimination," backpay with interest, and

A

In determining the meaning of a statutory provision, "we look first to its language, giving the words used their ordinary meaning." Moskal v. United States, 498 U.S. 103 , 108, 111 S.Ct. 461 , 112 L.Ed.2d 449 (1990) (citation and internal quotation marks omitted). As Judge Thompson observed in her dissent from the Court of Appeals' judgment, "boiling [ § 1514A(a) ] down to its relevant syntactic elements, it provides that 'no ... contractor ... may discharge ... an employee.' " 670 F.3d, at 84 (quoting § 1514A(a) ). The ordinary meaning of "an employee" in this proscription is the contractor's own employee.

FMR's interpretation of the text requires insertion of "of a public company" after "an employee." But where Congress meant "an employee of a public company," it said so: With respect to the actors governed by § 1514A, the provision's interdictions run to the officers, employees, contractors, subcontractors, and agents "of such company," i.e., a public company. § 1514A(a). Another anti-retaliation provision in Sarbanes-Oxley provides: "[A] broker or dealer and persons employed by a broker or dealer who are involved with

Section 1514A's enforcement procedures and remedies similarly contemplate that the whistleblower is an employee of the retaliator. As earlier noted, see supra, at 1163 - 1164, § 1514A(b)(2)(A) provides that a claim under § 1514A"shall be governed under the rules and procedures set forth in section 42121(b) of title 49," i.e., AIR 21's anti-retaliation provision. Throughout § 42121(b), the respondent is referred to as "the employer." See 49 U.S.C. § 42121 (b)(2)(B)(ii) (The Secretary shall not conduct an investigation into a retaliation claim "if the employer demonstrates, by clear and convincing evidence, that the employer would have taken the same unfavorable personnel action in the absence of that behavior."); § 42121(b)(2)(B)(iv) ("Relief may not be ordered ... if the employer demonstrates by clear and convincing evidence that the employer would have taken the same unfavorable personnel action in the absence of that behavior.").

Regarding remedies, § 1514A(c)(2) states that a successful claimant shall be entitled to "reinstatement with the same seniority status that the employee would have had, but for the discrimination," as well as "the amount of back pay, with interest." As the Solicitor General, for the United States as amicus curiae, observed, "It is difficult, if not impossible, to see how a contractor or subcontractor could provide those remedies to an employee of a public company." Brief for United States as Amicus Curiae 15. The most sensible reading of § 1514A's numerous references to an employer-employee relationship between the respondent and the claimant is that the provision's protections run between contractors and their own employees.

Remarkably, the dissent attributes to Congress a strange design. Under the dissent's "narrower" construction, post, at 1178, 1178 - 1179, 1179, 1180 - 1181, a public company's contractor may not

Also clear from the legislative record is Congress' understanding that outside professionals bear significant responsibility for reporting fraud by the public companies with whom they contract, and that fear of retaliation was the primary deterrent to such reporting by the employees of Enron's contractors. Congressional investigators discovered ample evidence of contractors demoting or discharging employees they have engaged who jeopardized the contractor's business relationship with Enron by objecting to Enron's financial practices. See, e.g., Oppel, Merrill Replaced Research Analyst Who Upset Enron, N.Y. Times, July 30, 2002, p. A1 ("In the summer of 1998, when it was eager to win more investment banking business from Enron, Merrill Lynch replaced a research analyst who had angered Enron executives by rating the company's stock 'neutral' with an analyst who soon upgraded the rating, according to Congressional investigators."); Yost, Andersen Whistleblower Was Removed, Associated Press (Apr. 3, 2002) (Congressional investigation reveals that Andersen removed one of its partners from its Enron team after Enron officials expressed unhappiness with the partner's questioning of certain accounting practices); Oppel, The Man Who Paid the Price for Sizing up Enron, N.Y. Times, Mar. 27, 2002, p. C1 ("Enron executives pressed UBS Paine-Webber to take action against a broker who advised some Enron employees to sell their shares in August and was fired by the brokerage firm within hours of the complaint, according to e-mail messages released today by Congressional investigators.").

In the same vein, two of the four examples of whistleblower retaliation recounted in the Senate Report involved

"No company with a class of securities registered under section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78 l ), or that is required to file reports under [section 12] of the [1934 Act] ( 15 U.S.C. 78 o (d) ) including any subsidiary or affiliate whose financial information is included in the consolidated financial statements of such company, or nationally recognized statistical rating organization (as defined in section 3(a) of the [1934 Act] ( 15 U.S.C. 78c ), or any officer, employee, contractor, subcontractor, or agent of such company or nationally recognized statistical rating organization, 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 [protected activity]." 18 U.S.C. § 1514A(a) (2012 ed.) (emphasis added; footnote omitted.)

The amended provision extends § 1514A's protection to employees of public company subsidiaries and nationally recognized statistical rating organizations (NRSROs). FMR asserts that Congress' decision to add NRSROs to § 1514A shows that the provision did not previously cover contractor employees: "If [ § 1514A ] already covered every private company contracting with a public company, there would have been no need for Congress to extend [ § 1514A ] to certain private companies." Brief for Respondents 35-36. This argument fails at the starting gate, for FMR concedes that not all NRSROs are privately held, and not all NRSROs contract with public companies. Id., at 36.

We see nothing useful to our inquiry in Congress' decision to amend § 1514A to include public company subsidiaries and NRSROs. More telling, at the time of the Dodd-Frank amendments, DOL regulations provided that § 1514A protects contractor employees. See 29 CFR § 1980.101 (2009).

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For the reasons stated, we hold that 18 U.S.C. § 1514A whistleblower protection extends to employees of contractors and subcontractors. The judgment of the U.S. Court of Appeals for the First Circuit is therefore reversed, and the case is remanded for further proceedings consistent with this opinion.

It is so ordered.

Justice SCALIA, with whom Justice THOMAS joins, concurring in principal part and concurring in the judgment.

I agree with the Court's conclusion that 18 U.S.C. § 1514A protects employees of private contractors from retaliation when they report covered forms of fraud. As the Court carefully demonstrates, that conclusion logically flows from § 1514A's text and broader context. I therefore join the Court's opinion in principal part.

I do not endorse, however, the Court's occasional excursions beyond the interpretative terra firma of text and context, into the swamps of legislative history. Reliance on legislative history rests upon several frail premises. First, and most important: That the statute means what Congress intended. It does not. Because we are a government of laws, not of men, and are governed by what Congress

The Court's interpretation gives § 1514A a stunning reach. As interpreted today, the Sarbanes-Oxley Act authorizes a babysitter to bring a federal case against his employer-a parent who happens to work at the local Walmart (a public company)-if the parent stops employing the babysitter after he expresses concern that the parent's teenage son may have participated in an Internet purchase fraud. And it opens the door to a cause of action against a small business that contracts to clean the local Starbucks (a public company) if an employee is demoted after reporting that another nonpublic company client has mailed the cleaning company a fraudulent invoice.

Congress was of course free to create this kind of sweeping regime that subjects a multitude of individuals and private businesses to litigation over fraud reports that have no connection to, or impact on, the interests of public company shareholders. But because nothing in the text, context, or purpose of the Sarbanes-Oxley Act suggests that Congress actually wanted to do so, I respectfully dissent.

Although the majority correctly starts its analysis with the statutory text, it fails to recognize that § 1514A is deeply ambiguous. Three indicators of Congress' intent clearly resolve this ambiguity in favor of a narrower interpretation of § 1514A : the statute's headings, the statutory context

A

The majority begins its textual analysis by declaring that the " 'relevant syntactic elements' " of § 1514A are that " ' "no ... contractor ... may discharge ... an employee." ' " Ante, at 1165. After " 'boiling ... down' " the text to this formulation, the majority concludes that the "ordinary meaning of 'an employee' " is obviously "the contractor's own employee." Ibid.

If that were what the statute said, the majority's decision would undoubtedly be correct. But § 1514A(a) actually provides that "[n]o [public] company ... 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." The provision thus does not speak only (or even primarily) to "contractors." It speaks to public companies, and then includes a list of five types of representatives that companies hire to carry out their business: "officer[s], employee[s],

We have long held that where the text is ambiguous, a statute's titles can offer "a useful aid in resolving [the] ambiguity." FTC v. Mandel Brothers, Inc., 359 U.S. 385 , 388-389, 79 S.Ct. 818 , 3 L.Ed.2d 893 (1959). Here, two headings strongly suggest that Congress intended § 1514A to apply only to employees of public companies. First, the title of § 806-the section of the Sarbanes-Oxley Act that enacted § 1514A -speaks clearly to the scope of employees protected by the provision: "Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud." 116 Stat. 802 . Second, the

Recognizing that Congress chose headings that are inconsistent with its interpretation, the majority notes that the Court has "placed less weight on captions." Ante, at 1169. But where the captions favor one interpretation so decisively, their significance should not be dismissed so quickly. As we have explained, headings are important " 'tools available for the resolution of a doubt' about the meaning of a statute." Almendarez-Torres v. United States, 523 U.S. 224 , 234, 118 S.Ct. 1219 , 140 L.Ed.2d 350 (1998).

C

1

Statutory context confirms that Congress intended § 1514A to apply only to employees of public companies. To start, the Sarbanes-Oxley Act as a whole evinces a clear focus on public companies. Congress stated in the Act's preamble that its objective was to "protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws," 116 Stat. 745 , disclosures

Section 42121 protects employees of contractors. But as the majority acknowledges, "Congress strayed" from § 42121 in significant ways when it wrote § 1514A. Ante, at 1176. First, § 42121 specifically defines the term "contractor," limiting the term to "a company that performs safety-sensitive functions by contract for an air carrier." § 42121(e). That is in notable distinction to § 1514A, which does not define the word "contractor" as a particular type of company, instead placing the term in a list alongside individual "officer[s]" and "employee[s]" who act on a company's behalf. Second, unlike § 42121, § 1514A sets off the term "contractor" in a separate clause that is subsidiary to the primary subject of the provision-the public company itself. Third, the title of § 42121 is "[p]rotection of employees providing air safety information," a title that comfortably encompasses the employees of contractors. Not so of § 1514A's headings, as explained above. In short, § 42121 shows that Congress had an easy-to-follow model if it wanted to protect the employees of contractors, yet chose to depart from that model in several important ways. We should not presume that choice to be accidental. See Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 , 734, 95 S.Ct. 1917 , 44 L.Ed.2d 539 (1975).

2

The majority relies on statutory context as well, but its examples are unconvincing. It first argues that the types of conduct prohibited by the statute-"discharge, demotion, suspension, threats, harassment, [and] discrimination in the terms and conditions

D

1

Finally, the majority's reading runs afoul of the precept that "interpretations of a statute which would produce absurd results are to be avoided if alternative interpretations consistent with the legislative purpose are available." Griffin v. Oceanic Contractors, Inc., 458 U.S. 564 , 575, 102 S.Ct. 3245 , 73 L.Ed.2d 973 (1982).

In light of the reasonable alternative reading of § 1514A, there is no reason to accept these absurd results. The majority begs to differ, arguing that "[t]here is scant evidence" that lawsuits have been brought by the multitude of newly covered employees " 'who have no exposure to investor-related activities and thus could not possibly assist in detecting investor fraud.' " Ante, at 1172. Until today, however, no court has deemed § 1514A applicable to household employees of individuals who work for public companies; even the Department of Labor's ARB rejected that view. Spinner, ALJ No. 2010-SOX-029, at 8. And as the District Court noted, prior to the ARB's 2012 decision in Spinner, the ARB "ha[d] yet to provide ... definitive clarification" on the question whether § 1514A extends to the employees of a public company's private contractors. 724 F.Supp.2d 141 , 155 (Mass.2010). So the fact that individuals and private businesses have yet to suffer burdensome litigation offers little assurance that the majority's capacious reading of § 1514A will produce no untoward effects.

Finally, it must be noted that § 1514A protects the reporting of a variety of frauds-not only securities fraud, but also mail, wire, and bank fraud. By interpreting a statute that already protects an expansive class of conduct also to cover a large class of employees, today's opinion

2

The majority argues that the broader reading of § 1514A is necessary because a small number of the millions of individuals and private companies affected by its ruling have a special role to play in preventing public company fraud. If § 1514A does not bar retaliation against employees of contractors, the majority cautions, then law firms and accounting firms will be free to retaliate against their employees when those employees report fraud on the part of their public company clients.

It is undisputed that Congress was aware of the role that outside accountants and lawyers played in the Enron debacle and the importance of encouraging them to play an active part in preventing future scandals. But it hardly follows that Congress must have meant to apply § 1514A to every employee of every public company contractor, subcontractor, officer, and employee as a result. It is far more likely that Congress saw the unique ethical duties and professional concerns implicated by outside lawyers and accountants as reason to vest regulatory authority in the hands of experts with the power to sanction wrongdoers.

Specifically, rather than imposing § 1514A's generic approach on outside accounting firms, Congress established the PCAOB, which regulates "every detail" of an accounting firm's practice, including "supervision of audit work," "internal inspection procedures," "professional ethics rules," and " 'such other requirements as the Board may prescribe.' " Free Enterprise Fund v. Public Company Accounting Oversight Bd., 561 U.S. 477 , ----, 130 S.Ct. 3138 , 3148, 177 L.Ed.2d 706 (2010). Importantly, the PCAOB is empowered to levy "severe sanctions in its disciplinary proceedings, up to and including the permanent revocation of a firm's registration ... and money penalties of $15 million." Id., at ----, 130 S.Ct., at 3148 (citing 15 U.S.C. § 7215 (c)(4) ). Such sanctions could well provide a more powerful incentive to prevent

The Sarbanes-Oxley Act confers similar regulatory authority upon the SEC with respect to attorneys. The Act requires the SEC to establish rules of professional conduct for attorneys, § 307 (codified at 15 U.S.C. § 7245 ), and confers broad power on the SEC to punish attorneys for "improper professional conduct," which would include, for example, a law firm partner's decision to retaliate against an associate who reports fraud. § 602 (codified at 15 U.S.C. § 78d-3 ). Indeed, the Act grants the SEC the power to censure culpable attorneys and to deny "permanently" to any such attorney the "privilege of appearing of practicing before" the SEC "in any way." § 602.

Congress thus evidently made the judgment that decisions concerning how best to punish law firms and accounting firms ought to be handled not by the Department of Labor, but by the SEC and the PCAOB. Such judgment should not be disturbed under usual circumstances, much less at the cost to congressional intent produced by today's ruling. The majority does offer cogent policy arguments for why Congress might have been wiser to include certain types of contractors within § 1514A, noting for example that a law firm or accounting firm might be able to retaliate against its employees for making reports required under the Sarbanes-Oxley Act. Ante, at 1170 - 1171. But as the majority recognizes, Congress has since remedied that precise concern, enacting a comprehensive whistleblower incentive

As to the second Mead requirement, even if Congress had delegated authority to the Secretary to make "rules carrying the force of law," the "agency interpretation claiming deference" in this case was not "promulgated in the exercise of that authority." Id., at 226-227 , 121 S.Ct. 2164 . That is because the Secretary has explicitly vested any policymaking authority he may have with respect to § 1514A in the Occupational Safety and Health Administration (OSHA) instead of the ARB. See 67 Fed.Reg. 65008 (2002). In fact, the Secretary has expressly withdrawn from the ARB any power to deviate from the rules OSHA issues on the Department of Labor's behalf. 75 Fed.Reg. 3925 ("The [ARB] shall not have jurisdiction to pass on the validity of any portion of the Code of Federal Regulations that has been duly promulgated by the Department of Labor and shall observe the provisions thereof, where pertinent, in its decisions").

OSHA has promulgated regulations supporting the majority's reading of § 1514A. See 29 CFR § 1980.101 (f) - (g) (2013). The Secretary, however, has expressly disclaimed any claim of deference to them. See Brief for United States as Amicus Curiae 33, n. 8. As a result, the ARB's understanding of § 1514A's coverage in Spinner was not an "exercise of [the Secretary's] authority" to make rules carrying the force of law, Mead, 533 U.S., at 226-227 , 121 S.Ct. 2164 , but rather the

In the absence of Chevron deference, the ARB's decision in Spinner may claim only "respect according to its persuasiveness"

Congress modeled § 1514A on the anti-retaliation provision of the Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (AIR 21), 49 U.S.C. § 42121 , a measure enacted two years earlier. See S. Rep., at 30 (corporate whistleblower protections "track [AIR 21's] protections as closely as possible"). Section 1514A incorporates by cross-reference AIR 21's administrative enforcement procedures. 18 U.S.C. § 1514A(b)(2).

B

Petitioners Jackie Hosang Lawson and Jonathan M. Zang (plaintiffs) separately initiated proceedings under § 1514A against their former employers, privately held companies that provide advisory and management services to the Fidelity family of mutual funds. The Fidelity funds are not parties to either case; as is common in the mutual fund industry, the Fidelity funds themselves have no employees. Instead, they contract with investment advisers like respondents to handle their day-to-day operations, which include making investment decisions, preparing reports for shareholders, and

Second, FMR argues that the statutory headings support the exclusion of contractor employees from § 1514A's protections. Although § 1514A's own heading is broad ("Civil action to protect against retaliation in fraud cases"), subsection (a) is captioned "Whistleblower Protection for Employees of Publicly Traded Companies." Similarly, the relevant public law section, § 806 of Sarbanes-Oxley, is captioned "Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud." 116 Stat. 802 . The Court of Appeals described the latter two headings as "explicit guides" limiting protection under § 1514A to employees of public companies. 670 F.3d, at 69 .

This Court has placed less weight on captions. In Trainmen v. Baltimore & Ohio R. Co., 331 U.S. 519 , 67 S.Ct. 1387 , 91 L.Ed. 1646 (1947), we explained that where, as here, "the [statutory] text is complicated and prolific, headings and titles can do no more than indicate the provisions in a most general manner." Id., at 528 , 67 S.Ct. 1387 . The under-inclusiveness of the two headings relied on by the Court of Appeals is apparent. The provision indisputably extends protection to employees of companies that file reports with the SEC pursuant to § 15(d) of the 1934 Act, even when such companies are not "publicly traded." And the activity protected under § 1514A is not limited to "provid[ing] evidence of fraud"; it also includes reporting violations of SEC rules or regulations. § 1514A(a)(1). As in Trainmen, the headings here are "but a short-hand reference to the general subject matter" of the provision, "not meant to take the place of the detailed provisions of the text." 331 U.S., at 528 , 67 S.Ct. 1387 . Section 1514A is attended by numerous indicators

The Court of Appeals found exclusion of the mutual fund industry from § 1514A tenable because mutual funds and their investment advisers are separately regulated under the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq ., the Investment Advisers Act of 1940, 15 U.S.C. § 80b-1 et seq., and elsewhere in Sarbanes-Oxley. 670 F.3d, at 72-73 . See also post, at 1186, n. 10. But this separate regulation does not remove the problem, for nowhere else in these legislative measures are investment management employees afforded whistleblower protection. Section 1514A alone shields them from retaliation for bringing fraud to light.

Indeed, affording whistleblower protection to mutual fund investment advisers is crucial to Sarbanes-Oxley's endeavor to "protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws." 116 Stat. 745 . As plaintiffs observe, these disclosures are written, not by anyone at the mutual funds themselves, but by employees of the investment advisers. "Under FMR's [and the dissent's] proposed interpretation of section 1514A, FMR could dismiss any FMR employee who

Plaintiffs and the Solicitor General observe that overbreadth problems may be resolved by various limiting principles. They point specifically to the word "contractor." Plaintiffs note that in "common parlance," "contractor" does not extend to every fleeting business relationship. Instead, the word "refers to a party whose performance of a contract will take place over a significant period of time." Reply Brief 16. See also Fleszar v. United States Dept. of Labor, 598 F.3d 912 , 915 (C.A.7 2010) ("Nothing in § 1514A implies that, if [a privately held business] buys a box of rubber bands from Wal-Mart, a company with traded securities, the [business] becomes covered by § 1514A.").

The Solicitor General further maintains that § 1514A protects contractor employees only to the extent that their whistleblowing relates to "the contractor ... fulfilling its role as a contractor for the public company, not the contractor in some other capacity." Tr. of Oral Arg. 18-19 (Government counsel). See also id., at 23 ("[I]t has to be a person who is in a position to detect and report the types of fraud and securities violations that are included in the statute.... [W]e think that 'the contractor of such company' refers to the contractor in that role, working for the public company.' ").

In any event, our task is not to determine whether including contractor employees in the class protected by § 1514A remains necessary in 2014. It is, instead, to determine whether Congress afforded protection to contractor employees when it enacted § 1514A in 2002. If anything relevant to our inquiry can be gleaned from Dodd-Frank, it is

Read in full, then, the statute is ambiguous. The majority is correct that it may be read broadly, to create a cause of action both for employees of public companies and for employees of the enumerated public company representatives. But the statute can also be read more narrowly, to prohibit the public company and the listed representatives-all of whom act on the company's behalf-from retaliating against just the public company's employees.

The narrower reading of the text makes particular sense when one considers the other terms in the list of company representatives. The majority acknowledges that, as a matter of "gramma[r]," the scope of protected employees must be consistent with respect to all five types of company representatives listed in § 1514A(a). Ante, at 1168 - 1169. Yet the Government and petitioners readily concede that § 1514A is

The majority suggests that in covering "employees of publicly traded companies," the headings may be imprecise. Ante, at 1169. Section 1514A(a) technically applies to the employees of two types of companies: those "with a class of securities registered under section 12 of the Securities Exchange Act of 1934," and those that are "required to file reports under section 15(d) of the" same Act. Both types of companies are "public" in that they are publicly owned. See ante, at 1164 - 1165. The difference is that shares of the § 12 companies are listed and traded on a national securities exchange; § 15(d) companies, by contrast, exchange their securities directly with the public. The headings may therefore be inexact in the sense that the phrase "publicly traded" is commonly associated with companies whose securities are traded on national exchanges. Congress, however, had good reason to use the phrase to refer to § 15(d) companies as well: Section 15(d) companies are traded publicly, too. For instance, as the majority recognizes, ante, at 1171, a mutual fund is one paradigmatic example of a § 15(d) company. And mutual funds, like other § 15(d) companies, are both publicly owned and widely traded; the trades just take place typically between the fund and its investors directly.

When Congress wanted to depart from the Act's public company focus to regulate private firms and their employees, it spoke clearly. For example, § 307 of the Act ordered the Securities and Exchange Commission (SEC) to issue rules "setting forth minimum standards of professional conduct for attorneys appearing and practicing before the [SEC]," including a rule requiring outside counsel to report violations of the securities laws to public company officers and directors. 15 U.S.C. § 7245 . Similarly, Title I of the Act created the Public Company Accounting Oversight Board (PCAOB) and vested it with the authority to register, regulate, investigate, and discipline privately held outside accounting firms and their employees. §§ 7211-7215. And Title V required the SEC to adopt rules governing outside securities analysts when they make public recommendations regarding securities. § 78o-6.

Section 1514A, by contrast, does not unambiguously cover the employees of private businesses that contract with public companies or the employees of individuals who work for public companies. Far from it, for the reasons noted above. Yet as the rest of the Sarbanes-Oxley Act demonstrates, if Congress had really wanted § 1514A to impose liability upon broad swaths of the private sector, it would have said so more clearly.

Congress' intent to adopt the narrower understanding of § 1514A is also clear when the statute is compared to the whistleblower provision that served as its model. That provision, enacted as part of the Wendell H. Ford Aviation Investment

That Congress did not intend for the Secretary to resolve ambiguities in the law is confirmed by § 1514A's mechanism for judicial review. The statute does not merely permit courts to review the Secretary's final adjudicatory rulings under the Administrative Procedure Act's deferential standard. It instead allows a claimant to bring an action in a federal district court, and allows district courts to adjudicate such actions de novo, in any case where the Secretary has

* * *

The Court's interpretation of § 1514A undeniably serves a laudatory purpose. By covering employees of every officer, employee, and contractor of every public company, the majority's interpretation extends § 1514A's protections to the outside lawyers and accountants who could have helped prevent the Enron fraud.

But that is not the statute Congress wrote. Congress envisioned a system in which public company employees would be covered by § 1514A, and in which outside lawyers, investment advisers, and accountants would be regulated by the SEC and PCAOB. Congress did not envision a system in which employees of other private businesses-such as cleaning and construction company workers who have little interaction with investor-related activities and who are thus ill suited to assist in detecting fraud against shareholders-would fall within § 1514A. Nor, needless to say, did it envision § 1514A applying to the household employees of millions of individuals who happen to work for public companies-housekeepers, gardeners, and babysitters who are also poorly positioned to prevent fraud against public company investors. And to the extent § 1514A may have been underinclusive as first drafted, Congress has shown itself capable of filling in any gaps. See, e.g., Dodd-Frank Wall Street Reform and Consumer Protection Act, §§ 922, 929A, 124 Stat. 1848 , 1852 (extending § 1514A to credit rating agencies and public company subsidiaries); § 922, id., at 1841-1848