Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is being done in connection with this case, at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

MURRAY v. UBS SECURITIES, LLC, ET AL. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT

No. 22–660. Argued October 10, 2023—Decided February 8, 2024 Congress enacted the whistleblower protections of the Sarbanes-Oxley Act of 2002 to prohibit publicly traded companies from retaliating against employees who report what they reasonably believe to be in- stances of criminal fraud or securities law violations. Title 18 U. S. C. §1514A(a) specifically provides that employers may not “discharge, de- mote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment be- cause of ” protected whistleblowing activity. In this case, Trevor Mur- ray filed a whistleblower action in District Court alleging that UBS terminated his employment in violation of §1514A. Murray had worked for UBS as a research strategist in a role that required him to certify—in accordance with applicable Securities and Exchange Com- mission regulations—that his reports to UBS customers on the firm’s securities business were independently produced and reflected his own views. UBS terminated Murray shortly after he informed his supervi- sor that two leaders of the UBS trading desk were engaging in what he believed to be unethical and illegal efforts to skew his independent reporting. In the District Court, UBS argued it was entitled to judgment as a matter of law on Murray’s whistleblower claim because Murray “failed to produce any evidence that [his supervisor] possessed any sort of re- taliatory animus toward him.” The District Court denied the motion. As relevant here, it instructed the jury that, to prove his §1514A claim, Murray must establish by a preponderance of the evidence that his “protected activity was a contributing factor in the termination of his employment.” App. 126–127. If Murray did so, the burden would shift to UBS to “demonstrate by clear and convincing evidence that it would have terminated [Murray’s] employment even if he had not engaged in 2 MURRAY v. UBS SECURITIES, LLC

Syllabus

protected activity.” Id., at 130. The jury found that Murray had es- tablished his §1514A claim and UBS had failed to prove that it would have fired Murray even if he had not engaged in protected activity. On appeal, the Second Circuit vacated the jury’s verdict and remanded for a new trial. The Second Circuit held that “[r]etaliatory intent is an element of a section 1514A claim,” and the trial court erred by not in- structing the jury on Murray’s burden to prove UBS’s retaliatory in- tent. 43 F. 4th 254, 258, 262–263. Held: A whistleblower who invokes §1514A must prove that his pro- tected activity was a contributing factor in the employer’s unfavorable personnel action, but need not prove that his employer acted with “re- taliatory intent.” Pp. 7–15. (a) Section 1514A(a)’s text does not reference or include a “retalia- tory intent” requirement, and the provision’s mandatory burden- shifting framework cannot be squared with one. In explaining why, and consistent with the Second Circuit’s opinion, the Court treats “re- taliatory intent” as meaning something akin to animus. Although the Second Circuit and UBS both rely on the word “dis- criminate” in §1514A(a) to impose