The opinion
FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
TAYO E. DARAMOLA, No. 22-15959
Plaintiff-Appellant, D.C. No. 3:19-cv-
v. 07910-JD
ORACLE AMERICA, INC., a
Delaware Corporation, on its own OPINION
behalf and through its wholly owned
subsidiaries NetSuite Inc., and Oracle
Canada; PAT MERELL; MITA
PATNIAK; JAMES BORK; DIONIS
GAUVIN; DOUG HARRIS; DOUG
RISEBERG,
Defendants-Appellees.
Appeal from the United States District Court
for the Northern District of California
James Donato, District Judge, Presiding
Argued and Submitted May 9, 2023
San Francisco, California
Filed February 6, 2024
Before: Sidney R. Thomas, Morgan Christen, and Daniel
A. Bress, Circuit Judges.
2 DARAMOLA V. ORACLE AMERICA, INC.
Per Curiam Opinion
SUMMARY *
Labor Law
The panel affirmed the district court’s dismissal of a
whistleblower-retaliation action brought under the Sarbanes-
Oxley and Dodd-Frank Acts by a Canadian citizen.
The panel held that the whistleblower anti-retaliation
provisions in the Sarbanes-Oxley and Dodd-Frank Acts do
not apply outside the United States. The panel applied a
presumption against extraterritoriality. Agreeing with other
circuits, the panel concluded that the presumption was not
overcome because Congress did not affirmatively and
unmistakably instruct that the provisions should apply to
foreign conduct.
The panel further held that this case did not involve a
permissible domestic application of the statutes, where the
plaintiff was a Canadian working out of Canada for a
Canadian subsidiary of a U.S. parent company. Agreeing
with other circuits, the panel concluded that the focus of the
Sarbanes-Oxley anti-retaliation provision is on protecting
employees from employment-related retaliation, and the
locus of the plaintiff’s employment relationship was in
Canada. The panel concluded that the plaintiff also did not
allege sufficient domestic conduct in the United States in
*
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
DARAMOLA V. ORACLE AMERICA, INC. 3
connection with his Dodd-Frank claim. And the same
reasoning disposed of the plaintiff’s California state law
claims.
COUNSEL
Mary E. Schultz (argued), Mary Schultz Law PS, Spangle,
Washington, for Plaintiff-Appellant.
Sarah E. Bouchard (argued) and Eric C. Kim, Morgan Lewis
& Bockius LLP, Philadelphia, Pennsylvania, for Defendant-
Appellee.
OPINION
PER CURIAM:
We are asked to decide whether the whistleblower anti-
retaliation provisions in the Sarbanes-Oxley and Dodd-
Frank Acts apply outside the United States, and, if not,
whether this case involves a permissible domestic
application of the statutes. Our answer to both questions is
no. We therefore affirm the dismissal of the plaintiff’s
complaint.
I
The alleged facts are as follows. Plaintiff Tayo
Daramola, a Canadian citizen, is a former employee of
Oracle Canada. He resided in Montreal at all relevant times.
Daramola’s offer letter from Oracle stated that Daramola
would be assigned to an office in Canada, but Daramola
4 DARAMOLA V. ORACLE AMERICA, INC.
worked remotely. His employment agreement with Oracle
stated that it was governed by Canadian law.
By logging into Oracle’s computer systems, Daramola
could conduct business and collaborate with colleagues in
the United States, including employees of Oracle America.
Both Oracle America and Oracle Canada are wholly owned
subsidiaries of Oracle Corporation, a California-based
company that develops and hosts software applications for
institutional customers.
One such Oracle product was the “Campus Store
Solution,” a subscription software service for college
bookstores. In July 2017, Daramola was assigned as lead
project manager for the implementation of Campus Store
Solution at institutions of higher education in Texas, Utah,
and Washington.
Daramola came to believe that Campus Store Solution
was defrauding customers. The product was billed as an e-
commerce platform with specific functionalities, but
Daramola thought Oracle had no way of delivering the
promised features, at least at the agreed-upon price.
Daramola reported the suspected fraud to Oracle America
and the SEC.
After doing so, Daramola was removed as a project
manager. Daramola’s supervisor at Oracle America,
Douglas Riseberg, offered Daramola an opportunity to work
on another Campus Store Solution project, but Riseberg
revoked the offer when Daramola again expressed his
unwillingness to take part in fraud. Riseberg also
downgraded Daramola’s job performance rating. Believing
he had no other option, Daramola resigned from the
company. He sent his resignation letter to an HR
DARAMOLA V. ORACLE AMERICA, INC. 5
representative of Oracle Canada in Montreal and copied his
“U.S. manager,” Matthew Posey.
Daramola then filed this lawsuit in federal court in
California against Oracle America, Riseberg, and other
Oracle America employees. As relevant here, Daramola
claimed that the defendants violated the Sarbanes-Oxley Act
of 2002, 18 U.S.C. § 1514A, the 2010 Dodd-Frank Wall
Street Reform and Consumer Protection Act, 15 U.S.C.
§ 78u-6(h)(1), and California law, Cal. Lab. Code § 1102.5,
by retaliating against him for protected whistleblower
activity.
After allowing jurisdictional discovery, the district court
dismissed the claims under Federal Rule of Civil Procedure
12(b)(6). The court concluded that the anti-retaliation
provisions in the two Acts do not apply extraterritorially, and
that here, applying those provisions would be extraterritorial
because Daramola’s principal worksite was in Canada. The
California law claims “founder[ed] on the same
extraterritoriality barrier.” Because Daramola had already
amended his complaint twice before, the district court
dismissed the case with prejudice.
Daramola timely appeals. Our review is de novo. See
United States v. Hussain, 972 F.3d 1138, 1142 (9th Cir.
2020) (“We review questions of statutory interpretation de
novo.”); Nguyen v. Endologix, 962 F.3d 405, 413 (9th Cir.
2020) (reviewing a motion to dismiss for failure to state a
claim de novo).
II
Although the Sarbanes-Oxley and Dodd-Frank Acts
“differ in important respects,” they both contain provisions
designed to “shield whistleblowers from retaliation.”
6 DARAMOLA V. ORACLE AMERICA, INC.
Digital Realty Tr., Inc. v. Somers, 583 U.S. 149, 152 (2018).
Both laws mandate that employers may not “discharge,
demote, suspend, threaten, harass” or otherwise
“discriminate against” an employee “in the terms and
conditions of employment” based on the employee’s
protected whistleblowing activities. 18 U.S.C. § 1514A(a)
(Sarbanes-Oxley); 15 U.S.C. § 78u-6(h)(1)(A) (Dodd-
Frank). 1
1
The Sarbanes-Oxley anti-retaliation provision provides:
No [covered] company . . . or any officer,
employee . . . or agent of such company . . . may
discharge, demote, suspend, threaten, harass, or in any
other manner discriminate against an employee in the
terms and conditions of employment because of any
lawful act done by the employee—
(1) to provide information, cause information to
be provided, or otherwise assist in [a qualifying]
investigation . . . [or]
(2) to file, cause to be filed, testify, participate in,
or otherwise assist in a [qualifying]
proceeding . . . .
18 U.S.C. § 1514A(a).
The Dodd-Frank anti-retaliation provision provides:
No employer may discharge, demote, suspend,
threaten, harass, directly or indirectly, or in any other
manner discriminate against, a whistleblower in the
terms and conditions of employment because of any
lawful act done by the whistleblower—
(i) in providing information to the [Securities
and Exchange] Commission . . . ;
DARAMOLA V. ORACLE AMERICA, INC. 7
The question in this case is whether either of these anti-
retaliation provisions apply to Daramola, a Canadian
working out of Canada for a Canadian subsidiary of a U.S.
parent company. To answer that question, we apply a well-
known principle of statutory interpretation known as the
“presumption against extraterritoriality.” See, e.g., Abitron
Austria GmbH v. Hetronic Int’l, Inc., 600 U.S. 412, 417
(2023); RJR Nabisco, Inc. v. European Cmty., 579 U.S. 325,
335 (2016); United States v. Alahmedalabdaloklah, 76 F.4th
1183, 1202–03 (9th Cir. 2023). That presumption is this: “It
is a longstanding principle of American law that legislation
of Congress, unless a contrary intent appears, is meant to
apply only within the territorial jurisdiction of the United
States.” Abitron, 600 U.S. at 417 (quoting Morrison v. Nat’l
Austl. Bank Ltd., 561 U.S. 247, 255 (2010)). Presumptively,
“foreign conduct is generally the domain of foreign law.” Id.
(alteration omitted) (quoting Microsoft Corp. v. AT&T
Corp., 550 U.S. 437, 455 (2007)).
The Supreme Court has explained that “[d]ual rationales
support the presumption against extraterritoriality.”
Yegiazaryan v. Smagin, 599 U.S. 533, 541 (2023). First, the
presumption “serves to avoid the international discord that
can result when U.S. law is applied to conduct in foreign
(ii) in initiating, testifying in, or assisting in any
investigation or judicial or administrative
action of the Commission . . . ; or
(iii) in making disclosures that are required or
protected under the Sarbanes-Oxley Act of
2002 . . . and any other law, rule, or
regulation subject to the jurisdiction of the
Commission.
15 U.S.C. § 78u-6(h)(1)(A).
8 DARAMOLA V. ORACLE AMERICA, INC.
countries.” Abitron, 600 U.S. at 417 (quoting RJR Nabisco,
579 U.S. at 335–36). And second, the presumption reflects
“the commonsense notion that Congress generally legislates
with domestic concerns in mind.’” Yegiazaryan, 599 U.S. at
541 (quoting Smith v. United States, 507 U.S. 197, 204 n.5
(1993)). The effect of the presumption is to “preserve a
stable background against which Congress can legislate with
predictable effects.” Morrison, 561 U.S. at 261. The
presumption is thus “a ‘canon of construction,’ not ‘a limit
upon Congress’s power to legislate.’”
Alahmedalabdaloklah, 76 F.4th at 1203 (quoting Morrison,
561 U.S. at 255).
We apply the presumption against extraterritoriality
using a two-step framework. See Abitron, 600 U.S. at 417–
18; RJR Nabisco, 579 U.S. at 337. “At step one, we
determine whether a provision is extraterritorial, and that
determination turns on whether ‘Congress has affirmatively
and unmistakably instructed that’ the provision at issue
should ‘apply to foreign conduct.’” Abitron, 600 U.S. at
417–18 (quoting RJR Nabisco, 579 U.S. at 335, 337). If so,
the presumption against extraterritoriality is overcome, and
“claims alleging exclusively foreign conduct may proceed.”
Id. at 418.
If not, we proceed to step two to “resolve[] whether the
suit seeks a (permissible) domestic or (impermissible)
foreign application of the provision.” Id. At step two, “we
‘determine whether the case involves a domestic application
of the statute’ by ‘looking to the statute’s focus.’” Hussain,
972 F.3d at 1142 (quoting RJR Nabisco, 579 U.S. at 337).
In conducting this analysis, we ask “whether the conduct
relevant to that focus occurred in United States territory.”
Abitron, 600 U.S. at 418 (emphasis omitted) (quoting
WesternGeco LLC v. ION Geophysical Corp., 138 S. Ct.
DARAMOLA V. ORACLE AMERICA, INC. 9
2129, 2136 (2018)). “‘If the conduct relevant to the statute’s
focus occurred in the United States, then the case involves a
permissible domestic application’ of the statute, ‘even if
other conduct occurred abroad.’” WesternGeco, 138 S. Ct.
at 2137 (quoting RJR Nabisco, 579 U.S. at 337).
A
Beginning at step one, we conclude that nothing in the
anti-retaliation provisions in the Sarbanes-Oxley and Dodd-
Frank Acts overcomes the presumption that Congress does
not regulate foreign conduct.
Focusing specifically “at the level of the particular
provision implicated,” Abitron, 600 U.S. at 419 n.3, we will
not find that a statutory provision regulates foreign conduct
unless “Congress has affirmatively and unmistakably
instructed that [it] will do so.” RJR Nabisco, 579 U.S. at
335. The anti-retaliation provisions in Sarbanes-Oxley and
Dodd-Frank contain no such “affirmative[] and
unmistakabl[e]” language. Id. They do not expressly
discuss regulating foreign conduct. Nor do they otherwise
provide any indication that Congress contemplated an
extraterritorial application. See Abitron, 600 U.S. at 420 (“It
is a ‘rare statute that clearly evidences extraterritorial effect
despite lacking an express statement of extraterritoriality.’”)
(quoting RJR Nabisco, 579 U.S. at 340)). “When a
[provision] gives no clear indication of an extraterritorial
application, it has none.” RJR Nabisco, 579 U.S. at 335
(quoting Morrison, 561 U.S. at 255). That is the case here.
Every court to have considered step one of the
extraterritoriality framework has held that these two anti-
retaliation provisions do not apply extraterritorially. See,
e.g., Garvey v. Admin. Rev. Bd., 56 F.4th 110, 123 (D.C. Cir.
2022) (holding that the anti-retaliation provision of the
10 DARAMOLA V. ORACLE AMERICA, INC.
Sarbanes-Oxley Act does not apply extraterritorially);
Carnero v. Bos. Sci. Corp., 433 F.3d 1, 18 (1st Cir. 2006)
(same); Liu Meng-Lin v. Siemens AG, 763 F.3d 175, 179,
183 (2d Cir. 2014) (holding that the anti-retaliation provision
of the Dodd-Frank Act does not apply extraterritorially but
declining to reach step two of the extraterritoriality
framework).
The lack of any reference in the anti-retaliation
provisions to extraterritorial application is all the more
conspicuous considering that other provisions of the
Sarbanes-Oxley and Dodd-Frank Acts do expressly apply
extraterritorially. See, e.g., 18 U.S.C. § 1513(d) (“There is
extraterritorial Federal jurisdiction over an offense under
this section.”); 15 U.S.C. § 77v(c)(2) (establishing
jurisdiction over certain claims brought by the SEC or
United States that involve “conduct occurring outside the
United States that has a foreseeable substantial effect within
the United States”). These provisions demonstrate that
“[w]hen it desires to do so, Congress knows how” to speak
with sufficient clarity to regulate beyond our borders. EEOC
v. Arabian Am. Oil Co., 499 U.S. 244, 258 (1991) (quoting
Argentine Republic v. Amerada Hess Shipping Corp., 488
U.S. 428, 440 (1989)). When, as here, “legislation explicitly
provid[es] one provision with extraterritorial reach,” there is
reason to doubt that Congress intended “another provision
without such language [to] appl[y] overseas.” Garvey, 56
F.4th at 123; see also Liu Meng-Lin, 763 F.3d at 180–81;
Carnero, 433 F.3d at 10–11.
We therefore agree with the consensus view that the anti-
retaliation provisions in the Sarbanes-Oxley and Dodd-
Frank Acts do not apply extraterritorially.
DARAMOLA V. ORACLE AMERICA, INC. 11
B
We accordingly turn to step two of the analysis and
decide whether this case involves a permissible domestic
application of either provision. 2 To prove that domestic
application is appropriate, we must consider “the statute’s
‘focus’ and ask whether the conduct relevant to that focus
occurred in United States territory.” Abitron, 600 U.S. at
418 (emphasis omitted) (quoting WesternGeco, 138 S. Ct. at
2136). “[I]f the relevant conduct occurred in another
country, ‘then the case involves an impermissible
extraterritorial application regardless of any other conduct
that occurred in U.S. territory.’” WesternGeco, 138 S. Ct. at
2137 (quoting RJR Nabisco, 579 U.S. at 337).
1
We begin with the Sarbanes-Oxley anti-retaliation
provision. For extraterritoriality purposes, “[t]he focus of a
statute is the object of its solicitude, which can include the
conduct it seeks to regulate, as well as the parties and
interests it seeks to protect or vindicate.” Abitron, 600 U.S.
at 418 (quotations omitted). The “focus test is a tool of
statutory interpretation,” Doe I v. Nestle USA, Inc., 766 F.3d
1013, 1028 (9th Cir. 2014), which involves considering “the
plain import of the statutory text,” Hussain, 972 F.3d at
1144, along with the broader statutory context and objectives
that inform the meaning of a particular provision, see
Morrison, 561 U.S. 247, 267 (2010).
2
Daramola does not make any arguments on appeal directly addressing
the “focus” of either anti-retaliation provision, nor does he attempt to
distinguish between the statutory “focus” of Sarbanes-Oxley and Dodd-
Frank.
12 DARAMOLA V. ORACLE AMERICA, INC.
Sarbanes-Oxley was enacted in 2002 “[t]o safeguard
investors in public companies and restore trust in the
financial markets following the collapse of Enron
Corporation.” Lawson v. FMR LLC, 571 U.S. 429, 432
(2014). Congress was particularly concerned “that Enron
had succeeded in perpetuating its massive shareholder
fraud” by retaliating against and silencing employees who
attempted to report misconduct internally or to a federal
agency. Id. at 435. To address this concern, Sarbanes-Oxley
makes it unlawful for covered employers to retaliate against
employees in the terms and conditions of employment for
reporting possible fraud and violations of securities laws to
their supervisors, to a federal agency, or to Congress. 18
U.S.C. § 1514A(a).
Before filing suit in response to a retaliatory employment
action, an employee seeking relief under Sarbanes-Oxley
must exhaust her administrative remedies by filing a
complaint against her employer with the Department of
Labor. § 1514A(b)(1)(A). The complaint must be filed
within 180 days after the date the employee learns of the
retaliatory conduct. § 1514A(b)(2)(D). Sarbanes-Oxley
entitles a prevailing employee to “all relief necessary to
make the employee whole,” including reinstatement, back
pay, and “compensation for any special damages sustained
as a result of the discrimination.” § 1514A(c).
Against this backdrop we agree with the D.C. Circuit and
conclude that the “focus” of the Sarbanes-Oxley anti-
retaliation provision is on protecting employees from
employment-related retaliation. See Garvey, 56 F.4th at 127.
Because the focus of the Sarbanes-Oxley whistleblower
anti-retaliation provision is on prohibiting employment-
related retaliation, Daramola must demonstrate that the locus
DARAMOLA V. ORACLE AMERICA, INC. 13
of his employment relationship was “in United States
territory.” WesternGeco, 138 S. Ct. at 2136; see also
Garvey, 56 F.4th at 127 (explaining that the conduct relevant
to the “focus” of the anti-retaliation provisions is “the locus
of an employee’s work and the terms of his or her
employment contract”).
Daramola’s employment relationship with Oracle
involved a mix of domestic and foreign conduct, as is often
the case when a foreign employee does work with a U.S.
parent entity. On the domestic side, Daramola points out that
he regularly accessed Oracle’s U.S. servers; his supervisors
were located in the United States; he worked with U.S.
employees and U.S. customers and submitted his hours to
Oracle America; and Oracle Canada was the wholly owned
subsidiary of a U.S. corporation.
At the same time, Daramola’s employment relationship
involved critical foreign connections. Daramola, a Canadian
citizen, resided in Canada at all relevant times. He was
employed by a Canadian company, Oracle Canada. He
agreed that Canadian law would govern his employment
contract (Daramola attached the contract to a declaration he
filed in the district court, which he included in his excerpts
of record on appeal). And when Daramola eventually
resigned, he formally notified Oracle Canada’s HR
department.
Here, the locus of Daramola’s employment relationship
was in Canada, such that application of the Sarbanes-Oxley
anti-retaliation provision would be impermissibly
extraterritorial. Other Circuits have drawn similar
conclusions under like circumstances.
We begin with the D.C. Circuit’s decision in Garvey,
which offers the most extensive treatment of the Sarbanes-
14 DARAMOLA V. ORACLE AMERICA, INC.
Oxley anti-retaliation provision to date. The plaintiff in
Garvey was a U.S. citizen employed overseas, first by the
Morgan Stanley Japan Group in Tokyo and then by Morgan
Stanley Asia Limited in Hong Kong. 56 F.4th at 115, 128.
Both companies were subsidiaries of a U.S. parent company,
Morgan Stanley. Id. at 115. The plaintiff’s employment
agreement with Morgan Stanley Asia Limited was
specifically governed by Hong Kong law. Id. The plaintiff
“raised a number of concerns with his superiors in New York
regarding potential U.S. securities law violations committed
by Morgan Stanley employees,” which “occur[ed]
predominately overseas but affect[ed] U.S. markets.” Id. At
one point, he traveled to New York to assist in the
company’s investigation of these reported violations. Id. at
119. The plaintiff claimed that Morgan Stanley retaliated
against him for raising these issues, leading him to resign.
Id. at 119, 128.
The D.C. Circuit held that in these circumstances,
application of the Sarbanes-Oxley whistleblower anti-
retaliation provision would be impermissibly extraterritorial.
Id. at 129. Treating as relevant conduct “the locus of an
employee’s work and the terms of his or her employment
contract,” Garvey found significant that the plaintiff was
working out of foreign countries for a foreign employer,
including under an employment agreement governed by
foreign law. Id. at 127–28. The plaintiff, for his part,
pointed to his U.S. citizenship, that his employer’s parent
entity was a U.S. company, that the alleged fraud affected
U.S. markets, and that the retaliation against him was
allegedly orchestrated in the United States. Id. at 128. But
the D.C. Circuit concluded that “[t]hese allegations neither
change the overseas locus of Garvey’s employment nor
make the conduct domestic.” Id. The plaintiff’s case called
DARAMOLA V. ORACLE AMERICA, INC. 15
for an extraterritorial application of Sarbanes-Oxley’s anti-
retaliation provision because “[t]he alleged retaliation
against Garvey occurred solely in connection with his work
for Morgan Stanley Asia Limited, an extraterritorial
employer.” Id. at 129.
The First Circuit’s decision in Carnero is also
instructive. In that case, the plaintiff was a citizen of
Argentina who worked for Argentinian and Brazilian
subsidiaries of a Delaware corporation. 433 F.3d at 2–3. His
employment agreement provided that the laws of Argentina
would govern. Id. at 2. The plaintiff argued that application
of the Sarbanes-Oxley anti-retaliation provision would be
domestic because “he maintained contact with” the U.S.
parent corporation, “travel[ed] frequently to Massachusetts
to meet with supervisors there,” and because the parent
company’s Massachusetts employees exercised “extensive
and continuous control . . . over his work . . . in Latin
America.” Id. at 3. The First Circuit found these domestic
contacts insufficient. It held that because the plaintiff “was
a resident of Argentina and Brazil directly employed by
foreign companies operating in those countries,” application
of the Sarbanes-Oxley whistleblower protections would be
extraterritorial. Id. at 18 & n.17.
Our conclusion that the relevant conduct in this case
occurred outside the United States is consistent with the
decisions in Garvey and Carnero. In the case before us, the
employment relationship is between a Canadian employer
and Canadian employee, to be governed by Canadian law,
with the employee residing in Canada. Considered together,
these fundamental features of Daramola’s employment
outweigh the domestic aspects of his work. We conclude
that application of the Sarbanes-Oxley anti-retaliation
provision would not be domestic in nature.
16 DARAMOLA V. ORACLE AMERICA, INC.
2
We next address the applicability of Dodd-Frank’s anti-
retaliation provision to the case before us. Congress
responded to the 2008 financial collapse by enacting Dodd-
Frank to “promote the financial stability of the United States
by improving accountability and transparency in the
financial system.” Digit. Realty, 583 U.S. at 155 (quoting
Dodd-Frank Wall Street Reform and Consumer Protection
Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010)). In Dodd-
Frank, Congress “established ‘a new, robust whistleblower
program designed to motivate people who know of securities
law violations to tell the SEC.’” Digit. Realty, 583 U.S. at
155 (emphasis added) (quoting S. Rep. No. 111–176, at 38
(2010)).
The Dodd-Frank anti-retaliation provision makes it
unlawful for covered employers to retaliate against
whistleblowers in the terms and conditions of employment
for reporting possible violations of the securities laws to the
SEC, for participating in an SEC proceeding, or for making
disclosures required or protected under Sarbanes-Oxley and
certain other securities laws. 15 U.S.C. § 78u-6(h)(1)(A).
Dodd-Frank’s whistleblower provision works in tandem
with Dodd-Frank’s strong incentives to encourage reports to
the SEC, including double back pay, § 78u-6(h)(1)(C)(ii),
reinstatement of the employee’s position with seniority,
§ 78u-6(h)(1)(C)(i), and eligibility for cash payments if the
report leads to a successful SEC enforcement action, § 78u-
6(b)(1). Specifically, whistleblowers who provide
information leading to successful SEC enforcement actions
can receive awards between 10 to 30 percent of any
monetary sanction ultimately imposed by the SEC. Id.
These cash bounties are not limited to employees; Dodd-
DARAMOLA V. ORACLE AMERICA, INC. 17
Frank defines “whistleblower” to mean any person who
provides “information relating to a violation of the securities
laws to the [SEC].” § 78u-6(a)(6). Employees who report
misconduct to their supervisors alone are not eligible for
Dodd-Frank’s cash bounties. It is not necessary for Dodd-
Frank whistleblowers to file complaints against their
employers with the Department of Labor, and Dodd-Frank
allows a six-year statute of limitations period from the date
of the employer’s retaliation, § 78u-6(h)(1)(B)(iii)(I)(aa)—
in sharp contrast to the six-month period allowed by
Sarbanes-Oxley, 18 U.S.C. § 1514A(b)(2)(D).
Unlike the Sarbanes-Oxley provision, no circuit court
has addressed the focus of Dodd-Frank’s anti-retaliation
provision. Because the 15 U.S.C. § 78u-6(h)(1) is embedded
in a statute with a different “purpose and design,” Digit.
Realty, 583 U.S. at 162, we do not assume the two anti-
retaliation provisions have an identical focus. However,
because Daramola does not argue that the focus of the Dodd-
Frank Act’s anti-retaliation provision is different than that of
Sarbanes-Oxley, we need not define the contours of Dodd-
Frank’s “purpose and design” in this context, nor decide
whether the anti-retaliation provision of the Dodd-Frank Act
should be understood to have a different purpose beyond
protecting the employment relationship.
As we noted in our discussion of Sarbanes-Oxley, the
employment relationship in this case is between a Canadian
employer and Canadian employee, to be governed by
Canadian law, with the employee residing in Canada. Any
domestic duties he performed were incidental to his foreign
employment.
Daramola focuses heavily on the fact that he accessed
Oracle’s web servers located in California. We reject this
18 DARAMOLA V. ORACLE AMERICA, INC.
“server” theory of domestic conduct. No court has held that
accessing a server in the United States is sufficient
“domestic” conduct, so as to permit the application of either
the Sarbanes-Oxley or Dodd-Frank anti-retaliation
provisions. Given the ubiquity of server connections to and
through the United States, treating such a tenuous
connection as sufficient domestic conduct would effectively
negate the presumption against extraterritoriality. See
Morrison, 561 U.S. at 266 (“[T]he presumption against
extraterritorial application would be a craven watchdog
indeed if it retreated to its kennel whenever some domestic
activity is involved in the case.”). Because Daramola has
not made a colorable argument that the relevant conduct in
this case represents a domestic application of the statute, we
affirm the district court’s order dismissing Daramola’s
Dodd-Frank claim.
Our conclusion that Daramola has not alleged sufficient
domestic conduct in the United States is consistent with the
Second Circuit’s decision in Liu Meng-Lin v. Siemens AG,
which offers the most extensive treatment of the
extraterritorial application of Dodd-Frank’s whistleblower
provision to date. The plaintiff in that case was a citizen and
resident of Taiwan who worked for a Chinese subsidiary of
a German corporation that was listed on the New York Stock
Exchange. 763 F.3d at 177, 183. Because essentially all the
relevant conduct occurred abroad, the Second Circuit
concluded, without reaching the statute’s focus, that the
relevant conduct in that case was “extraterritorial by any
reasonable definition.” Id. at 179.
3
In concluding that this case would require the
impermissible extraterritorial application of the anti-
DARAMOLA V. ORACLE AMERICA, INC. 19
retaliation provisions, we emphasize that the inquiry to be
undertaken in cases like this is necessarily “context-
specific.” Yegiazaryan, 599 U.S. at 540. As the D.C. Circuit
noted in Garvey, “[t]here may be some situations in which
the relationship between an employee who works overseas
and the parent company in the United States is so intertwined
that a domestic application of [the whistleblower anti-
retaliation provisions] may be viable.” 56 F.4th at 128. We
agree with that observation. We hold only that in this case,
and on these facts, the domestic application of U.S. law is
not viable.
III
This same reasoning disposes of Daramola’s state law
claims. Daramola alleged that Oracle’s retaliation violated
California’s labor laws and its public policy, as reflected in
Cal. Bus. & Prof. Code § 17200. Analogous to the federal
presumption against extraterritoriality, California presumes
that its legislature does “not intend a statute to be ‘operative,
with respect to occurrences outside the state, . . . unless such
intention is clearly expressed or reasonably to be inferred
from the language of the act or from its purpose, subject
matter or history.’” Sullivan v. Oracle Corp., 254 P.3d 237,
248 (Cal. 2011) (quoting Diamond Multimedia Sys., Inc. v.
Superior Court, 968 P.2d 539, 553 (Cal. 1999)).
Here, the California laws that Daramola invokes do not
overcome this presumption. See id. Nor has Daramola
established sufficient relevant conduct that occurred in
California. See, e.g., Diamond Multimedia, 968 P.2d at 554
(explaining that the proper inquiry is whether “the conduct
which gives rise to liability . . . occurs in California”);
McPherson v. EF Intercultural Found., Inc., 260 Cal. Rptr.
3d 640, 661 (Cal. Ct. App. 2020) (rejecting the theory that
20 DARAMOLA V. ORACLE AMERICA, INC.
California labor laws “should be applied to work performed
outside of California by a nonresident even if that work is
focused on activities and people actually in California”)
(emphasis in original) (quotations omitted). Daramola’s
allegations that he worked “within California” by virtue of
his use of web servers located in the state is plainly
insufficient.
IV
For the foregoing reasons, the judgment of the district
court is
AFFIRMED.