Canada Nearing Implementation of Comprehensive Whistleblower Program

The Ontario Securities Commission (“OSC”), Canada’s top securities regulator, has issued a proposal for the creation of a whistleblower reporting and reward program modeled after the U.S. whistleblower framework. The program is intended to afford protection and compensation to would-be whistleblowers, who previously had little incentive to report wrongdoing. In its proposal, the OSC outlined the program’s purpose as being, “to identify securities law misconduct that would not otherwise come to the attention of the OSC.”1

In 2011, the U.S. Securities and Exchange Commission (“SEC”) initiated a comprehensive whistleblower program under the Dodd-Frank Wall Street Reform and Consumer Protection Act. In designing its proposal, the OSC conducted a review of the SEC whistleblower program, and in its proposal, cites data from the SEC’s 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Programs (see for a copy of the annual report).

The Canadian proposal outlines five important elements: Whistleblower Eligibility, Financial Incentive, Confidentiality, Whistleblower Protection, and Program Administration.2 Notably, the Canadian program would offer monetary rewards to whistleblowers who provide the OSC with “timely, credible, and robust information that leads to an enforcement outcome.”3 Qualified whistleblowers would be eligible to receive up to 15 percent of settlements in excess of $1 million, with a maximum payment of $1.5 million per whistleblower.4

There remain concerns among stakeholders about the conflicts that Canada’s proposed whistleblower program would create with internal compliance programs, the size and structure of incentives, and the specific behaviors targeted by the program. Nonetheless, the proposal represents a major paradigm shift in the Canadian regulatory environment and further validation of U.S. whistleblower programs.

Please see Shepherd Finkelman Miller & Shah’s post, Dodd Frank Whistleblower Provisions, for more information on whistleblower procedures and protections in the U.S. securities industry.

The legal team at SFMS has substantial experience litigating whistleblower matters, especially in the pharmaceutical industry. If you have any questions regarding this subject or this posting, please contact Valerie Chang ( or Alec Berin ( We can also be reached toll-free at (866) 540-5505.

Shepherd Finkelman Miller & Shah, LLP is a law firm with offices in California, Connecticut, Florida, New Jersey, New York, Pennsylvania and Wisconsin. SFMS is also an active member of Integrated Advisory Group (, which provides us with the ability to provide our clients with access to excellent legal and accounting resources throughout the globe. For more information about our firm, please visit us at






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