Kramer v. Trans-Lux Corp.
The Dodd-Frank Act protects whistleblowers who make disclosures that are required under the Securities Exchange Act or the SEC's rules and regulations. The defendant, Trans-Lux, hired Richard Kramer, who worked as vice president of human resources. Kramer and his supervisor, Angela Toppi, both served on the company's pension committee. Kramer allegedly reminded Toppi repeatedly that the pension committee needed another member. Kramer allegedly reported his concerns that there was a conflict of interest, because Toppi had inside knowledge about finances and continued to invest pension assets in company bonds, even when the bonds lost nearly 50 percent of value. In March 2011, Kramer allegedly reported to chief executive officer Jean Marc Allain his concerns that 1.) Toppi continued to be the only pension plan trustee; 2.) the pension plan committee had only two individuals, as opposed to the minimum of three; and 3.) a 2009 amendment to the plan was not presented to the company's board of directors for approval or filed with the Securities and Exchange Commission. In May, Kramer contacted the board and wrote to the SEC. Within hours, CEO Allain reprimanded Kramer. Later that week, one of Kramer's assistants was reassigned to another manager. Trans-Lux began to investigate whether Kramer had reported payroll and employee garnishment issues correctly. In July, Trans-Lux fired Kramer. Kramer sued and argued he was entitled to whistleblower protection under the Dodd-Frank Act. Trans-Lux moved to dismiss. The District Court rejected Trans-Lux's argument that only individuals who qualify as whistleblowers under §78u-6(a)(6) and who engage in a protected activity under §78u-6(h)(1)(A) qualify. Under Trans-Lux's interpretation, Kramer would not be entitled to protection, because he did not provide information in the manner required. The District Court found that Kramer's complaint adequately alleged that he qualified as a whistleblower, that he engaged in protected activity and that his disclosures related to the violations of securities laws. Trans-Lux's alleged conduct did not have to actually violate SEC rules and regulations, provided that Kramer reasonably believed that a violation took place. Kramer's complaint sufficiently alleged a whistleblower claim, and the court denied Trans-Lux's motion to dismiss.