In re TransUnion

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100975 / September 9, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22084 
 
In the Matter of 
 
 
        TransUnion,  
 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against TransUnion.  
 
II. 
 
 In anticipation of the institution of these proceedings, TransUnion has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, TransUnion consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”), as set forth below.  
 
III. 
 
 On the basis of this Order and TransUnion’s Offer, the Commission finds that:  
 
Respondent 
 
1. TransUnion, a Delaware corporation based in Chicago, Illinois, is a provider of 
consumer credit reporting services that also develops and markets various credit services and 

 2 
fraud-protection products. TransUnion operates through various subsidiaries, including Trans 
Union LLC (collectively, “TransUnion” or “Respondent”). The common stock of TransUnion is 
registered with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on the 
New York Stock Exchange under the ticker “TRU.” 
 
Facts 
 
A.  Statutory and Regulatory Framework Protecting Whistleblowers 
 
2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 
Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 
“Whistleblower Incentives and Protection.” The congressional purpose underlying these provisions 
was “to encourage whistleblowers to report possible violations of the securities laws by providing 
financial incentives, prohibiting employment-related retaliation, and providing various 
confidentiality guarantees.” See Implementation of the Whistleblower Provisions of Section 21F of 
the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 2011). 
 
3. Congress explicitly noted the importance of providing financial incentives to 
promote whistleblowing to the Commission as it determined that “a critical component of the 
Whistleblower Program is the minimum payout that any individual could look towards in 
determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 
See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, and 
Urban Affairs (Apr. 30, 2010). 
 
4. To fulfill this congressional purpose, the Commission adopted Rule 21F-17, which 
provides in relevant part:  
 
(a)  No  person  may  take  any  action  to impede  an  individual  from  communicating 
directly  with  the  Commission  staff  about  a  possible  securities  law  violation, 
including  enforcing,  or  threatening  to  enforce,  a  confidentiality  agreement  .  .  . 
with respect to such communications. 
 
Rule 21F-17 became effective on August 12, 2011. 
 
B.  TransUnion’s Severance, General Release, Transaction Incentive, and Consulting 
Agreements 
 
5. As a regular part of its business, TransUnion enters into severance agreements and 
general release agreements with certain senior employees. These agreements document the rights 
and responsibilities of TransUnion and the employee following the end of the employment 
relationship.  
 
6. From time to time, TransUnion enters into transaction incentive agreements with 
certain senior employees. These agreements provide financial incentives to employees following a 
business transaction affecting their employment. 

 3 
 
7. As a regular part of its business, TransUnion enters into consulting agreements with 
individual independent contractors. These agreements define the rights and responsibilities of the 
individual contractor during their working relationship with TransUnion and after their departure.  
 
8. Between May 8, 2019, and September 22, 2023, TransUnion entered into twenty-
nine agreements that required senior employees to waive their right to recover a monetary award 
for participating in an investigation by a government agency. Although these agreements expressly 
permitted participation in government whistleblower programs, they also required senior 
employees to waive their right to a potential award. These included general release agreements that 
contained award-waiver provisions, as well as severance agreements and transaction incentive 
agreements that required senior employees to execute a separate agreement containing an award-
waiver provision following the end of their employment with TransUnion. These agreements 
stated: 
 
I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive 
relief from any or all Released Parties of any kind whatsoever (including, without 
limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of 
injunctive relief).  Notwithstanding the above, I further acknowledge that I am not 
waiving and am not being required to waive any right that cannot be waived under 
law  (including,  without  limitation,  the  right  to  file  an  administrative  charge  or 
participate  in  an  administrative  investigation  or  proceeding); provided  that  I 
disclaim and waive any right to share or participate in any monetary award 
resulting from the prosecution of such charge or investigation or proceeding. 
 
(Emphasis added.) 
 
9. Between August 24, 2022, and September 6, 2023, TransUnion entered into three 
consulting agreements that prohibited individual contractors from voluntarily providing 
information about TransUnion’s business operations to government agencies and required that 
these contractors notify TransUnion of any legally compelled disclosure of such information. 
These agreements stated: 
 
Consultant shall hold in confidence and shall not copy, publish, disseminate or 
otherwise  use  any  confidential  information  it  receives  from [TransUnion] 
and/or any [TransUnion] Affiliate (as defined below in Section 13.3) by virtue of 
this Contract including but not limited to any such information Consultant received 
prior  to  the  commencement  of  this  Contract;  provided  however,  that  Consultant 
may use (but not copy, publish, disseminate nor use for any other purpose) any such 
confidential    information    solely    to    the    extent    necessary    for    Consultant’s 
performance  under  this  Contract. Such  obligations  of  confidentiality  shall  not 
apply to information (a) which Consultant can demonstrate, by its written records, 
was  already  in  the  possession  of  Consultant  prior  to  the  first date  of  disclosure by 
[TransUnion] and/or  a [TransUnion] Affiliate;  (b)  which  is  now  or  becomes 
publicly  known  through  no  fault  of  Consultant;  (c)  which  Consultant  rightfully 

 4 
receives  from  third  parties;  (d)  which  by [TransUnion’s  written  authorization  is 
approved for use or release by Consultant; or (e) which is required by law (i.e., an 
order  of  a  court  or  data  request  from  an  administrative  or  governmental 
agency  with  competent  jurisdiction)  to  be  disclosed;  provided  however,  that 
Consultant  shall provide [TransUnion] at  least  ten  (10)  days  prior  written 
notice    before    the    disclosure    of    such    information    pursuant    to    this 
Subparagraph (e). 
 
(Emphasis added.) 
 
10. Although the Commission is unaware of any instances in which TransUnion took 
action to enforce these provisions or in which the affected individuals declined to speak with the 
Commission staff about potential violations of securities laws, these provisions created 
impediments to participation in the Commission’s whistleblower program by requiring individuals 
to forego either their right to file a complaint with the Commission staff or the financial award they 
might receive for doing so.  
11. Through the conduct described above, TransUnion violated Exchange Act Rule 
21F-17(a), which prohibits any person from taking any action to impede an individual from 
communicating directly with the Commission staff about a possible securities law violation. 
 
Remedial Actions and Cooperation 
  
12. After being contacted by the Commission staff in connection with this matter, 
TransUnion revised its internal agreement templates, adding language affirmatively advising 
employees and contractors that they are not prohibited from disclosing information to any 
governmental or regulatory authority, or collecting any related incentive awards. TransUnion also 
used reasonable efforts to notify the affected employees and contractors that their agreements do 
not in any way limit their ability to contact the Commission staff or to obtain an award in 
connection with information they provide. 
 
13. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by TransUnion and cooperation afforded to the Commission staff. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in TransUnion’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, TransUnion cease and desist from 
committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 
 
B. TransUnion shall, within ten days of the entry of this order, pay a civil money 
penalty in the amount of $312,000 to the Securities and Exchange Commission for transfer to the 

 5 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 
 
Payment must be made in one of the following ways:  
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
TransUnion as a respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Nicholas P. Heinke, Associate 
Regional Director, Division of Enforcement, United States Securities and Exchange Commission, 
1961 Stout Street, Suite 1700, Denver, CO 80294. 
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 
the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 
shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 
compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 
this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 
Offset, Respondent agrees that it shall, within thirty days after entry of a final order granting the 
Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty 
Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 
additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed  

 6 
in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 
damages action brought against Respondent by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 100975 / September 9, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22084 

 

In the Matter of 

 

 

        TransUnion,  

 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against TransUnion.  

 

II. 

 

 In anticipation of the institution of these proceedings, TransUnion has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, TransUnion consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”), as set forth below.  

 

III. 

 

 On the basis of this Order and TransUnion’s Offer, the Commission finds that:  

 

Respondent 

 

1. TransUnion, a Delaware corporation based in Chicago, Illinois, is a provider of 

consumer credit reporting services that also develops and markets various credit services and 



 2 

fraud-protection products. TransUnion operates through various subsidiaries, including Trans 

Union LLC (collectively, “TransUnion” or “Respondent”). The common stock of TransUnion is 

registered with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on the 

New York Stock Exchange under the ticker “TRU.” 

 

Facts 

 

A.  Statutory and Regulatory Framework Protecting Whistleblowers 

 

2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 

Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 

“Whistleblower Incentives and Protection.” The congressional purpose underlying these provisions 

was “to encourage whistleblowers to report possible violations of the securities laws by providing 

financial incentives, prohibiting employment-related retaliation, and providing various 

confidentiality guarantees.” See Implementation of the Whistleblower Provisions of Section 21F of 

the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 2011). 

 

3. Congress explicitly noted the importance of providing financial incentives to 

promote whistleblowing to the Commission as it determined that “a critical component of the 

Whistleblower Program is the minimum payout that any individual could look towards in 

determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 

See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, and 

Urban Affairs (Apr. 30, 2010). 

 

4. To fulfill this congressional purpose, the Commission adopted Rule 21F-17, which 

provides in relevant part:  

 

(a)  No person may take any action to impede an individual from communicating 

directly with the Commission staff about a possible securities law violation, 

including enforcing, or threatening to enforce, a confidentiality agreement . . . 

with respect to such communications. 

 

Rule 21F-17 became effective on August 12, 2011. 

 

B.  TransUnion’s Severance, General Release, Transaction Incentive, and Consulting 

Agreements 

 

5. As a regular part of its business, TransUnion enters into severance agreements and 

general release agreements with certain senior employees. These agreements document the rights 

and responsibilities of TransUnion and the employee following the end of the employment 

relationship.  

 

6. From time to time, TransUnion enters into transaction incentive agreements with 

certain senior employees. These agreements provide financial incentives to employees following a 

business transaction affecting their employment. 



 3 

 

7. As a regular part of its business, TransUnion enters into consulting agreements with 

individual independent contractors. These agreements define the rights and responsibilities of the 

individual contractor during their working relationship with TransUnion and after their departure.  

 

8. Between May 8, 2019, and September 22, 2023, TransUnion entered into twenty-

nine agreements that required senior employees to waive their right to recover a monetary award 

for participating in an investigation by a government agency. Although these agreements expressly 

permitted participation in government whistleblower programs, they also required senior 

employees to waive their right to a potential award. These included general release agreements that 

contained award-waiver provisions, as well as severance agreements and transaction incentive 

agreements that required senior employees to execute a separate agreement containing an award-

waiver provision following the end of their employment with TransUnion. These agreements 

stated: 

 

I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive 

relief from any or all Released Parties of any kind whatsoever (including, without 

limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of 

injunctive relief).  Notwithstanding the above, I further acknowledge that I am not 

waiving and am not being required to waive any right that cannot be waived under 

law (including, without limitation, the right to file an administrative charge or 

participate in an administrative investigation or proceeding); provided that I 

disclaim and waive any right to share or participate in any monetary award 

resulting from the prosecution of such charge or investigation or proceeding. 

 

(Emphasis added.) 

 

9. Between August 24, 2022, and September 6, 2023, TransUnion entered into three 

consulting agreements that prohibited individual contractors from voluntarily providing 

information about TransUnion’s business operations to government agencies and required that 

these contractors notify TransUnion of any legally compelled disclosure of such information. 

These agreements stated: 

 

Consultant shall hold in confidence and shall not copy, publish, disseminate or 

otherwise use any confidential information it receives from [TransUnion] 

and/or any [TransUnion] Affiliate (as defined below in Section 13.3) by virtue of 

this Contract including but not limited to any such information Consultant received 

prior to the commencement of this Contract; provided however, that Consultant 

may use (but not copy, publish, disseminate nor use for any other purpose) any such 

confidential information solely to the extent necessary for Consultant’s 

performance under this Contract. Such obligations of confidentiality shall not 

apply to information (a) which Consultant can demonstrate, by its written records, 

was already in the possession of Consultant prior to the first date of disclosure by 

[TransUnion] and/or a [TransUnion] Affiliate; (b) which is now or becomes 

publicly known through no fault of Consultant; (c) which Consultant rightfully 



 4 

receives from third parties; (d) which by [TransUnion’s written authorization is 

approved for use or release by Consultant; or (e) which is required by law (i.e., an 

order of a court or data request from an administrative or governmental 

agency with competent jurisdiction) to be disclosed; provided however, that 

Consultant shall provide [TransUnion] at least ten (10) days prior written 

notice before the disclosure of such information pursuant to this 

Subparagraph (e). 

 

(Emphasis added.) 

 

10. Although the Commission is unaware of any instances in which TransUnion took 

action to enforce these provisions or in which the affected individuals declined to speak with the 

Commission staff about potential violations of securities laws, these provisions created 

impediments to participation in the Commission’s whistleblower program by requiring individuals 

to forego either their right to file a complaint with the Commission staff or the financial award they 

might receive for doing so.  

11. Through the conduct described above, TransUnion violated Exchange Act Rule 

21F-17(a), which prohibits any person from taking any action to impede an individual from 

communicating directly with the Commission staff about a possible securities law violation. 

 

Remedial Actions and Cooperation 

  

12. After being contacted by the Commission staff in connection with this matter, 

TransUnion revised its internal agreement templates, adding language affirmatively advising 

employees and contractors that they are not prohibited from disclosing information to any 

governmental or regulatory authority, or collecting any related incentive awards. TransUnion also 

used reasonable efforts to notify the affected employees and contractors that their agreements do 

not in any way limit their ability to contact the Commission staff or to obtain an award in 

connection with information they provide. 

 

13. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by TransUnion and cooperation afforded to the Commission staff. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in TransUnion’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, TransUnion cease and desist from 

committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 

 

B. TransUnion shall, within ten days of the entry of this order, pay a civil money 

penalty in the amount of $312,000 to the Securities and Exchange Commission for transfer to the 



 5 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 

 

Payment must be made in one of the following ways:  

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

TransUnion as a respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Nicholas P. Heinke, Associate 

Regional Director, Division of Enforcement, United States Securities and Exchange Commission, 

1961 Stout Street, Suite 1700, Denver, CO 80294. 

 

 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 

the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 

shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 

compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 

this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondent agrees that it shall, within thirty days after entry of a final order granting the 

Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty 

Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 

additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed  

http://www.sec.gov/about/offices/ofm.htm


 6 

in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 

damages action brought against Respondent by or on behalf of one or more investors based on 

substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 


	UNITED STATES OF AMERICA
	IV.