ARB Potentially Expands SOX Coverage For Private Companies And Broadly Interprets Protected Activity Standard

The U.S. Department of Labor Administrative Review Board (“ARB”) extended the potential reach of SOX whistleblower coverage to private companies whose subsidiaries are partially owned by a publicly traded company. It also confirmed that reports to external auditors and concerns raised through an employee’s ordinary job duties may constitute protected activity. Gloss v. Tata Chemicals North America, ARB No. 2024-0006 (June 26, 2026).

Background

Tata Chemicals North America (“TCNA”), a private company, employed Complainant as its VP of Finance and Corporate Controller. TCNA indirectly held a 75% ownership stake in a soda ash plant, Tata Chemicals (Soda Ash) Partnership (“TCSAP”). Owens-Illinois, a publicly traded company, indirectly owned the remaining 25% of TCSAP. As a result, both TCNA and Owens-Illinois were capable of indirectly exerting control over TCSAP.