## Facts

- Digital Realty Trust, Inc. employed Paul Somers as a vice president.
- Somers reported suspected securities-law violations to senior management within the company.
- Somers did not report the suspected violations to the Securities and Exchange Commission (SEC) before his termination.
- Somers alleged the company terminated him shortly after his internal report.
- Somers sued, claiming retaliation under Dodd-Frank Act § 21F, codified at 15 U.S.C. § 78u-6(h).

## Issues

1. Whether Dodd-Frank’s anti-retaliation protection for a “whistleblower” extends to an individual who reported alleged securities-law violations only internally and not to the SEC.
2. Whether the SEC’s rule extending retaliation protection to internal reporters can control when the statute defines “whistleblower” as someone who provides information to the SEC.

## Decision

- The Supreme Court unanimously reversed the Ninth Circuit and remanded.
- The Court held that Dodd-Frank’s anti-retaliation provision does not protect an individual who has not reported a securities-law violation to the SEC.
- Because the statutory definition of “whistleblower” is clear, the Court declined to defer to the SEC’s broader regulatory definition for retaliation claims.

## Legal Principles

- Under Dodd-Frank, “whistleblower” means an individual who provides information relating to a securities-law violation to the SEC in the manner the SEC prescribes by rule.
- The statutory definition of “whistleblower” governs throughout Dodd-Frank § 21F, including the anti-retaliation provision, not merely the monetary award program.
- Clause (iii) of the anti-retaliation provision (covering disclosures protected or required under Sarbanes-Oxley and other laws) applies only after the individual first satisfies Dodd-Frank’s threshold requirement of reporting to the SEC.
- Courts do not apply agency deference when the statute’s text and structure supply an unambiguous answer, and an agency rule cannot override a clear statutory definition.
- Sarbanes-Oxley and Dodd-Frank provide distinct retaliation regimes: Sarbanes-Oxley covers internal reporting more broadly but uses administrative exhaustion and short filing deadlines, while Dodd-Frank provides a direct federal cause of action with a longer limitations period for the narrower class of SEC-reporting whistleblowers.

## Conclusion

The Court held that Dodd-Frank’s retaliation remedy is limited to employees who report suspected securities-law violations to the SEC; internal reporting alone does not qualify the employee as a “whistleblower” under the statute, and the SEC may not expand that definition by regulation.


Digital Realty Tr. Inc. v. Somers, 583 U.S. 179 (2018)