Doe v. Securities And Exchange Commission
114 F.4th 687 (D.C. Cir. 2024)
Facts
P brought an enforcement action against two individuals-Individual 1 and Individual 2-and corporate entities owned and controlled by those individuals, alleging that they had engaged in securities fraud. D explained that they had offered and sold the securities of a corporate entity and had misrepresented to investors in the securities offering that their money would be used to fund a particular project. Individual 1 and Individual 2 misappropriated a large portion of investors' funds for their personal use. D's preceding investigation was prompted, in part, by a whistleblower tip filed by P as the securities fraud scheme was unfolding. P was employed as in-house counsel at a Company owned and controlled by Individual 1 and provided assistance in connection with the securities offering. P worked on legal and administrative matters that were necessitated by the securities offering. While working, P also came across information that indicated that Individual 2 was misappropriating money invested in the securities offering. Individual 2 did not own, control, or play any formal role at the Company. Both were investigated by D as a result of P's tip and ultimately subject to enforcement actions. The actions resulted in judgments against Individual 1, Individual 2, the Company, and other corporate entities, along with sanctions collectively totaling tens of millions of dollars. P then filed an application for a whistleblower award. P argued that his tip was permitted by an applicable state bar rule that authorizes the disclosure of 'confidential information' to the extent that the attorney 'reasonably believes necessary' to 'serve the client's interest.' P also stated repeatedly before the Commission that he had suspected his client of wrongdoing and had intended for his whistleblower tip to result in his client being investigated by D. D denied the award, reasoning that P's disclosure of his client's information was not permitted by any applicable state bar rule. P contended that two Florida Rules of Professional Conduct in fact permitted his disclosure. Florida Rule 4-1.6(b), which requires a lawyer to 'reveal confidential information to the extent the lawyer reasonably believes necessary to . . . prevent a client from committing a crime.' Florida Rule 4-1.6(c)(1)'), which provides that a lawyer 'may reveal confidential information to the extent the lawyer reasonably believes necessary to . . . serve the client's interest unless it is information the client specifically requires not to be disclosed.' D claimed disclosure would serve his client's interest by 'preventing further misappropriation by [Individual 2], possibly recovering funds that had been misappropriated, and helping lead to the successful completion of the Project.' D claimed disclosure would serve his client's interest by 'preventing further misappropriation by [Individual 2], possibly recovering funds that had been misappropriated, and helping lead to the successful completion of the Project.' P petitioned for review.
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