## Facts

- Sanford “Sandy” Wadler served for many years as Bio-Rad’s General Counsel.
- Wadler raised internal concerns to senior management and the board about suspected Foreign Corrupt Practices Act (FCPA) violations involving Bio-Rad’s operations in China and urged further investigation and remediation.
- Wadler alleged he faced resistance and marginalization after pressing for additional inquiry into the suspected misconduct.
- Bio-Rad terminated Wadler in 2013, asserting performance-related reasons.
- Wadler contended his termination was retaliation for internal reporting and efforts to investigate potential FCPA violations.
- Wadler sued Bio-Rad asserting, among other theories, retaliation under Sarbanes-Oxley Act § 806 and Dodd-Frank, as well as state whistleblower and related claims.
- The pretrial disputes included whether Wadler, as former in-house counsel, could rely on attorney-client privileged or confidential company information to prove retaliation.

## Issues

1. Whether Wadler’s internal reporting and investigation of suspected FCPA violations constituted protected activity under Sarbanes-Oxley and Dodd-Frank.
2. Whether an in-house General Counsel qualifies as an “employee” protected by those federal anti-retaliation provisions.
3. Whether Wadler plausibly showed employer knowledge and a causal link between his protected activity and termination at the pretrial stage.
4. Whether, and to what extent, federal whistleblower laws permit an attorney-plaintiff to use privileged or confidential client information to litigate retaliation claims despite state confidentiality and privilege rules.
5. Whether federal law preempts conflicting state professional responsibility or privilege rules that would otherwise bar such use.

## Decision

- The court allowed the core federal retaliation claims to proceed, concluding Wadler adequately alleged protected activity and retaliation based on internal reporting about potential FCPA-related wrongdoing.
- The court rejected arguments that Wadler’s status as General Counsel categorically removed him from statutory protection.
- The court held that, in this context, federal whistleblower law preempted conflicting state rules to the extent necessary to permit Wadler to use otherwise privileged or confidential information to prove his retaliation claims.
- The court limited permitted use of privileged/confidential materials to what was reasonably necessary for the litigation and contemplated protective measures to restrict disclosure.

## Legal Principles

- Internal reporting to management or a corporate board concerning suspected misconduct that could implicate securities-law compliance may constitute protected activity under Sarbanes-Oxley’s anti-retaliation provision.
- In-house counsel are not categorically excluded from federal whistleblower anti-retaliation protections.
- Where applying state confidentiality or privilege rules would effectively prevent an attorney-whistleblower from proving a federal retaliation claim, federal law may preempt those state restrictions to the extent necessary to vindicate the federal remedial scheme.
- Any disclosure or use of privileged or confidential information by attorney-plaintiffs in retaliation litigation must be tailored and controlled to avoid unnecessary dissemination, including through protective orders and related court-supervised limits.

## Conclusion

The court permitted an in-house General Counsel to proceed on federal whistleblower retaliation theories based on internal reports of suspected FCPA-related misconduct and held that federal whistleblower policy can override inconsistent state confidentiality and privilege limits to allow narrowly necessary use of protected information in the retaliation case.


Wadler v. Bio-Rad Labs., Inc., 212 F. Supp. 3d 829 (N.D. Cal. 2016)