Definitions under Sarbanes-Oxley

Under 1980.101(a), the term 'Act' refers to section 806 of the Corporate and Criminal Fraud Accountability Act of 2002 (part of the Sarbanes-Oxley Act), as amended by Dodd-Frank. See the exact wording at Act definition in 1980.101(a).

• Practical note: This means SOX whistleblower protections described in these procedures implement 18 U.S.C. 1514A as updated by later law.

Under 1980.101(b), the 'Assistant Secretary' means the Assistant Secretary of Labor for Occupational Safety and Health or any person(s) they delegate authority to. See the definition at 1980.101(b).

• Practical note: Delegated employees may carry out investigative and enforcement duties under these procedures.

Under 1980.101(c), 'business days' means days other than Saturdays, Sundays, and Federal holidays. See the definition at 1980.101(c).

• Practical tip: When calculating filing or response deadlines, do not count weekends or Federal holidays.

Under 1980.101(d), a 'Company' is any company with a class of securities registered under section 12 of the Securities Exchange Act of 1934 or any company required to file reports under section 15(d), including any subsidiary or affiliate whose financials are in the consolidated statements. See the definition at 1980.101(d).

• Practical implications: Parent companies and their subsidiaries or affiliates that appear in consolidated financial statements are covered; private companies not meeting those criteria generally are not.

Under 1980.101(e), a 'Complainant' is the employee who filed the complaint under the Act or on whose behalf a complaint was filed. See 1980.101(e).

• Practical note: A complainant can be the individual worker or someone submitting a complaint for that worker.

Under 1980.101(f), a 'covered person' includes any company (and its subsidiaries/affiliates included in consolidated financials), any nationally recognized statistical rating organization, or any officer, employee, contractor, subcontractor, or agent of such entities. See 1980.101(f).

• Practical examples: Independent contractors and subcontractors who work for a covered company are included; individuals acting as agents are also covered under this definition.

Under 1980.101(g), an 'Employee' is an individual presently or formerly working for a covered person, an individual applying to work for a covered person, or an individual whose employment could be affected by a covered person. See 1980.101(g).

• Practical consequences: Job applicants and former employees can be protected, and individuals whose employment might be affected (e.g., contractors seeking employment) may also be covered.

Under 1980.101(h), a 'Nationally recognized statistical rating organization' means a credit rating agency under 15 U.S.C. 78c(61) that meets the listed criteria (such as issuing ratings for specific obligor categories and being registered under 15 U.S.C. 78o-7). See the definition at 1980.101(h) and the registration provision at 1980.101(h)(2).

• Practical note: Only rating agencies meeting these statutory criteria are treated as NRSROs under these procedures.

Yes. Under 1980.101(h)(1)(i), financial institutions, brokers, or dealers are listed as one category of obligors relevant to the NRSRO definition. See 1980.101(h)(1)(i).

• Practical implication: If a rating agency issues ratings certified for these types of obligors, that activity falls within the NRSRO criteria.

Yes. Under 1980.101(h)(1)(ii), insurance companies are explicitly listed as one of the categories of obligors for purposes of the NRSRO definition. See 1980.101(h)(1)(ii).

• Practical implication: Rating agencies that issue ratings for insurance companies may meet the NRSRO criteria described in 1980.101(h).

Yes. Under 1980.101(h)(1)(iii), corporate issuers are listed as one of the categories of obligors relevant to the NRSRO definition. See 1980.101(h)(1)(iii).

• Practical implication: Ratings targeted at corporate issuers are part of the scope for determining whether an entity qualifies as an NRSRO.

Yes. Under 1980.101(h)(1)(iv), issuers of asset-backed securities (as defined in the specified SEC regulation) are included among the obligor categories for the NRSRO definition. See 1980.101(h)(1)(iv).

• Practical note: This ties the NRSRO coverage to specific securities definitions found in SEC rules.

Yes. Under 1980.101(h)(1)(v), issuers of government securities, municipal securities, or securities issued by a foreign government are included in the NRSRO obligor categories. See 1980.101(h)(1)(v).

• Practical implication: Rating agencies that rate government or municipal securities may be considered NRSROs under this definition.

Yes. Under 1980.101(h)(1)(vi), a combination of one or more of the listed obligor categories also qualifies for the NRSRO description. See 1980.101(h)(1)(vi).

• Practical example: A rating agency that issues ratings across multiple obligor types (e.g., corporate issuers plus asset-backed securities) falls within the NRSRO definition if other criteria are met.

Under 1980.101(h)(2), an NRSRO must be registered under 15 U.S.C. 78o-7. See the registration requirement at 1980.101(h)(2).

• Practical effect: Being registered under the specified U.S. Code provision is part of the statutory test for NRSRO status in this context.

Under 1980.101(i), 'OSHA' means the Occupational Safety and Health Administration of the U.S. Department of Labor. See 1980.101(i).

• Practical note: OSHA is the agency that handles these complaint procedures and enforcement actions under the Act as described in this part.

Under 1980.101(j), 'Person' means one or more individuals, partnerships, associations, companies, corporations, business trusts, legal representatives, or any group of persons. See 1980.101(j).

• Practical meaning: The definition is broad and covers many organizational forms for parties involved in complaints or investigations.

Under 1980.101(k), the 'Respondent' is the person named in the complaint who is alleged to have violated the Act. See 1980.101(k).

• Practical tip: Respondents can be companies, officers, or other individuals or entities identified in the complaint.

Under 1980.101(l), the 'Secretary' means the Secretary of Labor or persons to whom authority under the Act has been delegated. See 1980.101(l).

• Practical note: Delegated authority allows the Secretary to assign duties related to SOX complaint processing.

Under 1980.101(m), any future statutory amendments that change the meaning of a defined term will apply instead of the definition listed here. See 1980.101(m).

• Practical implication: If Congress later amends relevant statutes, those changes automatically replace these regulatory definitions where they conflict.