Start with a dated, evidence-backed account of what you observed, then report it to the regulator whose remit covers the suspected conduct. A concern about board oversight or internal controls is not automatically a legal violation. The route below explains the U.S. Securities and Exchange Commission (SEC) process for possible federal securities-law violations; it is not a universal financial-regulator channel.
How do I document suspected governance failures?
Write down the events in chronological order and separate what you personally saw from what documents show and what you infer. Your goal is to give a regulator a clear, accurate account it can assess—not to prove legal liability yourself. The SEC asks people submitting tips to describe the events, who was involved, and how, why, and when the conduct occurred, along with relevant documentation. SEC filing guidance
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Build a dated timeline
For each event, record the date or best-known date range, location or communication channel, people or organizations involved, what was said or done, and how you learned about it. Mark uncertain dates and details as estimates rather than presenting them as exact.
Separate observation, records, and inference
Label whether a point comes from your direct observation, a particular record, or your interpretation. Attribute statements to the person or document that supplied them. If you suspect that a board decision concealed a conflict of interest, for example, distinguish the documented decision and known relationships from your conclusion about motive.
Connect the governance concern to possible misconduct
Describe the governance failure and explain why you think it may relate to a matter the regulator oversees. SEC examples include false or misleading company statements, failure to file required reports, theft or misappropriation, insider trading, and market manipulation. A weak control, poor oversight, or disputed decision alone does not establish that securities laws were violated. SEC examples of reportable securities misconduct
What evidence should I include?
Make an inventory of records that support or clarify each event in your timeline. The SEC requests relevant documentation; the UK Competition and Markets Authority (CMA) gives emails, screenshots, and documents as examples in its guidance for competition and consumer-protection disclosures. Those examples are not a complete list of accepted evidence, and the CMA is not a financial regulator or an alternative SEC route. SEC filing guidance · CMA whistleblowing guidance
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- Identify each record, its date, creator or sender if known, and the event it supports.
- Preserve relevant context, such as the surrounding email thread or the source of a screenshot, rather than relying on an isolated excerpt.
- Note gaps or uncertainty honestly. Do not describe an inference as a fact or claim a record proves more than it shows.
- Provide relevant material through the regulator’s official process and keep a copy of what you submit.
The SEC’s filing guidance says, “We can best address your submission if we receive accurate, truthful, and complete information.” That standard favors a concise account tied to identifiable records over unsupported conclusions. U.S. Securities and Exchange Commission filing guidance
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Check the regulator’s remit before sending a report. The SEC’s Tips, Complaints and Referrals (TCR) system is for information about possible violations of U.S. federal securities laws; its examples include securities fraud and other wrongdoing affecting securities markets or required company reporting. It is not the right destination for every concern involving a financial firm, and the appropriate authority depends on the conduct and jurisdiction. SEC reporting guidance
If your concern is about a firm or conduct outside the United States, identify the relevant regulator and check its current official reporting route, confidentiality terms, and protections. The available CMA guidance is for competition and consumer-protection concerns in the UK; it does not provide an FCA reporting route for suspected governance failures at an FCA-regulated firm.
Submit a possible U.S. securities-law tip to the SEC
The SEC recommends filing online through its TCR portal. It also accepts Form TCR by mail or fax using the current submission details on the SEC page. SEC submission options
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| Option | What to expect | What to retain |
|---|---|---|
| Online TCR portal | The SEC says it sends a notice confirming successful receipt and a submission number. | Save the submitted materials, confirmation notice, and TCR number. |
| Form TCR by mail or fax | Use the current mail or fax details on the SEC’s submission page. | Keep a copy of the form and supporting records, plus available mailing or fax transmission proof. |
For supplemental material about a prior SEC tip, refer to the original TCR number. The SEC FAQ advises sending a submission through one method. SEC whistleblower FAQ
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The SEC describes TCRs as confidential and nonpublic except in limited circumstances authorized by law. That does not mean your identity can never be disclosed. Whistleblower-program participation may provide additional confidentiality protections, but disclosure may be required in some circumstances. Read the SEC’s explanation of those limits before submitting sensitive information. SEC whistleblower FAQ
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If you want to make an anonymous SEC submission for a whistleblower award, the SEC requires attorney representation and prescribed filing and declaration procedures. The rules for an award claim are distinct from simply sending information to the agency. Consider speaking with a lawyer about the applicable requirements and confidentiality risks. SEC whistleblower FAQ
Should I report internally before contacting a regulator?
For possible securities-law violations, SEC guidance says an individual may report to the agency before, at the same time as, or after making an internal report. Internal reporting does not necessarily prevent a direct SEC report. Anti-retaliation protections and eligibility for a whistleblower award are separate questions, and the SEC recommends consulting an attorney about how protections apply, including in overseas circumstances. SEC whistleblower protections
What happens after I submit a report?
Keep the exact account and attachments you sent, along with the confirmation or transmission proof. If you later add information to an SEC submission, include the original TCR number. Do not assume the agency will send an individual response: the CMA says it cannot respond directly to every disclosure because of the volume it receives, and response practices differ by authority. CMA whistleblowing guidance
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