Walker v. Transport Refrigeration Services (agency decision, September 30, 2025)

Plain-English summary

Jeffrey Walker alleged that Transport Refrigeration Services fired him after he threatened to report false inventory data provided to Walmart. An ALJ dismissed his Sarbanes-Oxley complaint for lack of jurisdiction because the employer was not publicly traded. The Board vacated that order and sent the case back for further proceedings. It explained that the Labor Department has authority to hear SOX complaints, while whether particular parties are covered is a separate issue concerning the claim. SOX can cover employees of contractors and other entities connected to public companies. The Board did not decide whether Walker would ultimately establish coverage or retaliation.

Decision snapshot

• Cited authorities: 18 U.S.C. § 1514A; 29 C.F.R. § 1980.110(a); 29 C.F.R. § 1980.101(f); 29 C.F.R. § 1980.101(g); 29 C.F.R. § 1980.106; 5 U.S.C. § 557(b)
• Outcome: ALJ dismissal vacated; case remanded for further proceedings.
• Key point: SOX party coverage is distinct from the Department’s subject-matter jurisdiction, and private-company status alone does not resolve coverage.

Full text (DOL official public release)

U.S. Department of Labor Administrative Review Board
200 Constitution Ave. NW
Washington, DC 20210-0001

IN THE MATTER OF:

JEFFREY WALKER, ARB CASE NO. 2025-0029

  COMPLAINANT,                             ALJ CASE NO. 2024-SOX-00043
                                           ALJ DANA ROSEN
  v.
                                           DATE: September 30, 2025

TRANSPORT REFRIGERATION
SERVICES,

  RESPONDENT.

Appearances:

For the Complainant:
Jeffrey Walker; Pro Se; Gibsonville, North Carolina

For the Respondent:
Kelvin L. Newsome, Esq. and Michael D. Pierce, Esq.; O’Hagan Meyer
PLLC; Richmond, Virginia

Before JOHNSON, Chief Administrative Appeals Judge, and BURRELL, Administrative Appeals Judge

                 DECISION AND ORDER OF REMAND

   This complaint arises under Section 806 of the Sarbanes-Oxley Act (SOX or

Act), as amended, and its implementing regulations. 1 Complainant Jeffrey Walker
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filed a complaint with the Occupational Safety and Health Administration (OSHA) on April 2, 2024, claiming he was retaliated against when he threatened to report his employer, Respondent Transport Refrigeration Services, for reporting false inventory data to Walmart. OSHA determined there was no reasonable cause that Respondent violated the SOX in terminating Complainant’s employment.

1 18 U.S.C. § 1514A; 29 C.F.R. Part 1980 (2025).
 2

   Complainant requested a hearing with an Administrative Law Judge (ALJ).

The ALJ assigned to the case issued an Order to Show Cause Why This Matter Should Not Be Dismissed for Lack of Jurisdiction (OSC) on September 9, 2024, directing the parties to demonstrate why the matter falls within the provisions of SOX. The ALJ wrote as follows:

        A reading of the statute shows that the Sarbanes Oxley
        Act, or SOX, was created for banking and financial
        institutions. It is unclear how this complaint falls under
        the jurisdiction of the Sarbanes Oxley Act. . . .
        Complainant shall show cause why this matter should not
        be dismissed as falling outside the provisions of SOX, and
        why his Complaint should not be dismissed per the
        findings of the Administrator and the law.[ 2]
                                                     1F




   Complainant, pro se, was not given any further instructions as to procedure

or how to respond. The ALJ’s OSC appears to be based on subject-matter jurisdiction as the title reads “Order to Show Cause Why This Matter Should Not Be Dismissed for Lack of Jurisdiction.” The OSC references OSHA’s (Administrator) determination and applicable law. OSHA had concluded that both parties were covered by SOX, but it was unable to conclude that reasonable cause showed Respondent violated the SOX. 32F

    Both parties responded to the ALJ’s OSC. Complainant responded first,

followed by Respondent. In his response, Complainant repeated the merits of his claim. Respondent answered that it is not a publicly traded company. Further, even if it were covered, Respondent argued Complainant failed to allege a prima facie case of retaliation, and the ALJ should dismiss on those grounds as well.

   On November 15, 2024, the ALJ dismissed the claim with prejudice for “lack

of jurisdiction.” 4 The ALJ wrote as follows:
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2 Order to Show Cause (ALJ Sept. 9, 2024).
3 OSHA’s June 18, 2024 Determination.
4 Order Dismissing Complaint with Prejudice (ALJ Nov. 15, 2024). 3

                  Based on a review of the Sarbanes Oxley Act, the
           pleadings filed by Complainant and Respondent, the court
           has no jurisdiction under SOX in this matter.
                  Without addressing the merits of this complaint,
           Sarbanes Oxley Act does not provide jurisdiction for a
           complaint filed against a company that is not a publicly
           traded company. Both Complainant and Respondent agree
           that Respondent Transport Refrigeration Services is not a
           publicly traded company.[ 5]
                                     4F




 Complainant filed a request for reconsideration, which the ALJ denied on

December 30, 2024. 6 Complainant appealed the ALJ’s decision to the
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Administrative Review Board (ARB or Board). For the reasons below, we remand.

                                  DISCUSSION

  The Secretary of Labor has delegated authority to the ARB to hear appeals

from ALJ decisions and issue agency decisions in cases arising under SOX. 7 In 6F

reviewing the ALJ’s conclusions of law, the Board, as the Secretary’s designee, acts with “all the powers [the Secretary] would have in making the initial decision . . . .” 8 7F

Accordingly, the Board reviews an ALJ’s conclusions of law in the dismissal order de novo.

   Section 806 of SOX protects employees who provide information to a covered

employer regarding conduct that the employee reasonably believes constitutes a violation of 18 U.S.C. §§ 1341 (mail fraud), 1343 (wire, radio, TV fraud), 1344 (bank fraud), or 1348 (securities fraud), or any rule or regulation of the SEC (including regulations governing financial statements), or any provision of Federal law relating to fraud against shareholders. 98F

5 Id. at 3.
6 Order Denying Complainant’s Motion for Reconsideration (ALJ Dec. 30, 2024). 7 Secretary’s Order No. 01-2020 (Delegation of Authority and Assignment of Responsibility to the Administrative Review Board), 85 Fed. Reg. 13,186 (Mar. 6, 2020); 29 C.F.R. § 1980.110(a). 8 5 U.S.C. § 557(b). 9 18 U.S.C. § 1514A. 4

   To prevail under the SOX, a complainant must first establish by a

preponderance of the evidence that: (1) they engaged in activity or conduct that SOX protects; (2) the respondent took unfavorable personnel action against them; and (3) the protected activity was a contributing factor in the adverse personnel action. If the complainant prevails, the respondent can nonetheless avoid relief if it can show by clear and convincing evidence that it would have taken the same action in the absence of protected activity. 109F

   As noted above, the ALJ dismissed on grounds of “lack of jurisdiction.” For

the reasons set out below, we conclude the ALJ erred.

    We begin with a short summary of the strain between the more serious

dismissal for lack of subject-matter jurisdiction and those more mundane dismissals for failure to state a claim. 11 Because of a judicial history of haphazardly using
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“jurisdiction” language in dismissal orders, courts often conflate the issue of subject- matter jurisdiction and ordinary claim-processing rules. 12 Reigning in against the
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overuse of “jurisdictional” language, the Supreme Court in more recent times has instructed courts to look for a clear statement in the statute’s “text, context, and relevant historical treatment” to render a statutory condition jurisdictional. 13 12F

Absent a clear indication that Congress intended to enhance a condition with jurisdictional significance, courts will “treat the restriction as non-jurisdictional in character.” 14
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   With these clarifications in place, quite often the matter at issue in motions

to dismiss are non-jurisdictional elements for the court to process the claim on the merits rather than on the court’s power to hear the case or subject-matter

10 49 U.S.C. § 42121; see also 18 U.S.C. § 1514A(b)(2). 11 We discuss federal case law following Federal Rules of Civil Procedure 12(b)(1) for dismissals for lack of jurisdiction and 12(b)(6) for dismissals for failure to plead a claim. The corresponding ALJ rules on dismissals are found at 29 C.F.R. § 18.70. 12 Henderson v. Shinseki, 562 U.S 428, 435 (2011); see also Kontrick v. Ryan, 540 U.S. 443, 454 (2004) (labeling “jurisdiction” as “‘a word of many, too many, meanings’”) (citation omitted). 13 Reed Elsevier, Inc. v. Muchnick, 559 U.S. 154, 166 (2010). 14 Sebelius v. Auburn Reg’l Med. Ctr., 568 U.S. 145, 153-54 (2013). 5

jurisdiction. 15 Numerous statutory conditions such as filing deadlines 16 and
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statutory coverage-of-parties requirements 17 are non-jurisdictional. 18 Courts deem
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these conditions non-jurisdictional because they are not clothed in jurisdiction- granting language or they do not attach a jurisdictional consequence to the condition’s satisfaction. 19 Rather, the conditions are elements going to the merits of
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a successful claim.

   In the case at hand, the ALJ dismissed on the grounds that the Department

of Labor does not have jurisdiction of the complaint as it was outside the provisions of SOX. We conclude the ALJ erred. Subject-matter jurisdiction of 18 U.S.C. 1514A is with the Department of Labor. Congress assigned the matter to the Secretary of Labor for enforcement. 20 The Secretary promulgated enforcement procedures for
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parties to follow, including an option for a hearing before an ALJ. 21 Thus, the ALJ
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properly had subject-matter jurisdiction to adjudicate Complainant’s appeal.

15 Richard Murphy, Determining Whether a Statutory Limit is “Jurisdictional,” 33 CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE & PROCEDURE § 8316 (2d ed. 2025); Arthur R. Miller & A. Benjamin Spencer, 5B CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE & PROCEDURE § 1350 nn. 35-37 (4th ed. 2025). 16 Most filing deadlines Congress establishes are non-jurisdictional. “[W]e have repeatedly held that filing deadlines ordinarily are not jurisdictional; indeed, we have described them as ‘quintessential claim-processing rules.’” Auburn Reg’l Med. Ctr., 568 U.S. at 154 (citation omitted); Guerra v. Consol. Rail Corp., 936 F.3d 124, 132-34 (3d Cir. 2019). Congress is free, however, to attach jurisdictional language to such requirements and might defer to long-standing rulings of the Supreme Court deeming the matter jurisdictional, which were then followed by Congress in subsequent enactments. Henderson, 562 U.S. at 435-36. 17 Arbaugh v. Y & H Corp., 546 U.S. 500, 503-04 (2006) (Title VII’s fifteen-employee requirement is not jurisdictional); Fort Bend Cnty., Texas v. Davis, 587 U.S. 541, 548 (2019) (listing numerous examples of non-jurisdictional claim-processing conditions). 18 See Moreb v. Kerry, Inc., ARB No. 2023-0048, ALJ No. 2023-FDA-00014, slip op. at 3 (ARB Dec. 14, 2023). 19 Gonzalez v. Thaler, 565 U.S. 134, 140 (2012) (construing a statute’s language as jurisdictional where it provides that “(1) Unless a circuit justice or judge issues a certificate of appealability, an appeal may not be taken to the court of appeals . . . .”); Hampton v. Pac. Inv. Mgmt. Co. LLC, 869 F.3d 844, 847 (9th Cir. 2017) (citing a circuit split and siding with the Third Circuit as to whether language in Securities Litigation Uniform Standards Act (SLUSA) is jurisdictional where it provides “[n]o covered class action . . . may be maintained in any State or Federal court” if it meets the statute’s various requirements). 20 18 U.S.C. 1514A(b). 21 29 C.F.R. § 1980.106. 6

Instead, the proper subject of the ALJ’s OSC concerns whether Respondent is a covered person or employer 22 and Complainant is a covered employee 23 under the
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SOX. This question of coverage under SOX is properly a claim-processing rule and not a question of subject-matter jurisdiction. 24 SOX’s language itself, as amended,
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extends to subsidiaries, officers, employees, contractors, subcontractors, and agents of public companies. The United States Supreme Court in Lawson v. FMR LLC concluded that employees of contractors may be covered employees under SOX. 25 24F

22 29 C.F.R. § 1980.101(f):
(f) Covered person means any company, including any
subsidiary or affiliate whose financial information is included in
the consolidated financial statements of such company, or any
nationally recognized statistical rating organization, or any
officer, employee, contractor, subcontractor, or agent of such
company or nationally recognized statistical rating
organization.
23 29 C.F.R. § 1980.101(g):
(g) Employee means 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.
24 Cf. Arbaugh, 546 U.S. at 503-04 (Title VII’s condition extending coverage to employers with fifteen employees is a claim-processing condition not a jurisdictional condition); Kology v. My Space NYC Corp., 177 F. Supp. 3d 778, 780 (E.D.N.Y. 2016) (same). 25 571 U.S. 429 (2014); see also Spinner v. David Landau & Assocs., LLC, ARB Nos. 2010-0111,
-0115, ALJ No. 2010-SOX-00029, slip op. at 5 (ARB May 31, 2012). 7

                               CONCLUSION

  Because the ALJ erred in dismissing the claim for lack of jurisdiction, we

VACATE the ALJ’s Order and REMAND the matter back to the ALJ for further proceedings consistent with this Order.

  SO ORDERED.




                            THOMAS H. BURRELL
                            Administrative Appeals Judge




                            RANDEL K. JOHNSON
                            Chief Administrative Appeals Judge