James M. Cooper joined the board of State Bank, Brownsburg, effective April 24. He has more than three decades’ experience in financial service regulation and banking industry advocacy, most recently serving as president and CEO of the Conference of State Bank Supervisors and deputy director of the Indiana Department of Financial Institutions. The SEC fined an investment firm $10 million in January for violating whistleblower protections of the Securities Exchange Act of 1934 by requiring employees to sign confidentiality and non-disclosure agreements that did not contain an express disclaimer for reporting suspected unlawful activity to the SEC. That was one of several enforcement actions the SEC brought against companies for similar conduct, including an action against a private company that resulted in a $225,000 fine even though there was no evidence that an employee had been dissuaded from reporting suspected illegal activity because of the confidentiality agreement. In June, the Commodity Futures Trading Commission settled an enforcement action against a company that addressed, among other things, the company’s employment and separation agreements that contained broad non-disclosure provisions prohibiting employees from sharing the company’s confidential information with third parties.4 The company’s agreements did not contain an exception for information provided to federal regulators or law enforcement. The CFPB’s recent circular is yet another reminder that employers should make sure the confidentiality provisions in their agreements (employment, severance, non-disclosure, etc.) are narrowly tailored to specific types of information, like proprietary information and trade secrets; have a reasonable time period; and contain a properly drafted carveout for whistleblower activity. Employers should also adopt, publish and enforce a whistleblower policy. The information in this article is provided for general information purposes only and does not constitute legal advice or an opinion of any kind. You should consult with legal counsel for advice on your institution’s specific legal issues. 1 12 U.S.C. § 5567(a). 2 The NLRB enforces the National Labor Relations Act. The NLRB has jurisdiction over most private employers, including “federal contractors.” Banks and other financial institutions that have federal deposit insurance, or are issuing or paying agents for federal savings bonds, are considered federal contractors under the NLRA. Federal Reserve Banks are excluded from the jurisdiction of the NLRB. 3 Memorandum GC-23-05 (emphasis added). 4 CFTC No. 24-08. Debra A. Mastrian Partner Amundsen Davis LLC DMastrian@AmundsenDavisLaw.com Debbie grew up watching her father practice law and seeing him help people resolve their problems inspired her to become a lawyer. With a focus on employment litigation and counseling, Debbie’s practice includes defending employers against discrimination claims, wage and hour violations, retaliation claims, unfair competition and FLSA collective actions. She also handles a wide range of business litigation matters. Amundsen Davis LLC is a Diamond Associate Member of the Indiana Bankers Association. FROM THE BOARD ROOM Beth Keeney, DrPH, has joined the board of directors for First Savings Bank, Jeffersonville. Keeney is president and CEO of LifeSpring Health Systems, which serves 11 southern Indiana counties. She also serves on the boards of the Indiana Primary Health Care Association, the Indiana Council of Community Mental Health Centers, the State of Indiana Maternal Mortality Review Committee, the Clark County Child and Infant Fatality Review Committee, and the Clark County Suicide and Overdose Fatality Review Committee. Keeney earned her bachelor’s degree and MBA from Indiana University Southeast, plus a graduate certificate in public health and a doctorate in public health from Indiana University-Purdue University Indianapolis. NOVEMBER/DECEMBER 2024 13
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