The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an individual from communicating directly with the Commission, including by “enforcing, or threatening to enforce, a confidentiality agreement….” The SEC has brought at least nine other similar enforcement actions in the past.

One of Brinks’ forms prohibited employees from divulging confidential information about the company to any third party without the prior written authorization of a Brinks, Inc. executive officer. The agreement defined “Confidential Information” broadly to include information about “current and potential customers, . . . prices, costs, business plans, market research, sales, marketing, . . . operational processes and techniques, [and] financial information including financial information set forth in internal records, files and ledgers or incorporated in profit and loss statements, financial reports and business plans. . . ,” The SEC notes that the reference to financial records often are components of whistleblower complaints.

The SEC stated that Brinks in-house attorneys received general client bulletins, legal alerts, and case summaries from various private law firms discussing the Commission’s enforcement actions charging violations of Rule 21F-17(a). According to the SEC, a partner at Brinks U.S.’s outside employment counsel,...

Read Full Story: https://www.jdsupra.com/legalnews/sec-fires-another-warning-shot-on-3014300/