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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Fifth Circuit Rules Dodd-Frank's Anti-Retaliation Provision Is Only Available For Whistleblowers Who Report To The SEC

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July 19, 2013

As we have noted in previous alerts dated July 22, 2010, November 11, 2010 and November 30, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") provides a number of incentives and protections to those who report wrongdoing – i.e., "whistleblowers." One of the key protections is Dodd-Frank’s anti-retaliation provision, which provides a private right of action against employers who retaliate against the whistleblower for reporting. This provision protects whistleblowers from retaliatory discharge, demotion, suspension, threats, harassment, or any other manner of discrimination.

The Fifth Circuit ruled Wednesday, however, that the Dodd-Frank anti-retaliation provision only protects whistleblowers who disclose alleged wrongdoing to the Securities and Exchange Commission ("SEC"), and not those who report internally. In Asadi v. GE Energy USA LLC, 2013 U.S. App. LEXIS 14470 (5th Cir. 2013), an executive sued GE under Dodd-Frank after he was allegedly fired for internally reporting a possible securities law violation to his supervisor and the GE ombudsman for the region. The Court affirmed the district court’s dismissal of the executive’s claims, holding that the plain language of the provision creates a private cause of action only for individuals who provide information to the SEC.

Other district courts have considered this question and have concluded that the whistleblower-protection provision, as enacted, is either conflicting or ambiguous because a separate Dodd-Frank anti-retaliation category does not specifically require disclosure to the SEC. These courts have adopted a more expansive view of Dodd-Frank whistleblower protections and concluded that the provision extends to protect certain individuals who do not make disclosures to the SEC. See, e.g., Kramer v. Trans–Lux Corp., 2012 U.S. Dist. LEXIS 136939, at *4-5 (D. Conn. 2012); Nollner v. S. Baptist Convention, Inc., 852 F. Supp. 2d 986, 994 n.9 (M.D. Tenn. 2012); Egan v. TradingScreen, Inc., No. 10 Civ. 8202 (LBS), 2011 U.S. Dist. LEXIS 47713, at *4–5 (S.D.N.Y. 2011). The Fifth Circuit’s ruling on this issue – the first by an appellate court – has created a potential circuit split, and the issue may ultimately have to be decided by the Supreme Court.


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