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

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100969 / September 9, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22078 
 
In the Matter of 
 
 
a.k.a. Brands Holding Corp.,  
 
 
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 a.k.a. Brands Holding Corp. (“a.k.a. Brands” or 
“Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, a.k.a. Brands 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, a.k.a. Brands 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 a.k.a. Brands’ Offer, the Commission finds that:  
 
 
 
 

 2 
Respondent 
 
1. a.k.a. Brands, a Delaware corporation based in San Francisco, California, is a 
global fashion company that operates through four primary business units. The common stock of 
a.k.a. Brands 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 “AKA.” 
 
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.  a.k.a. Brands’ Employment and Separation Agreements 
 
5. As a regular part of its business, a.k.a. Brands enters into employment agreements 
with new employees and severance agreements with departing employees. These agreements 
define the rights and responsibilities of the company and the employee during the employment 
relationship and after the employee’s departure.  
 
6. Between June 1, 2019, and January 8, 2021, a.k.a. Brands entered into three 
employment agreements and two severance agreements that required employees to waive their 

 3 
right to recover a monetary award for participating in an investigation by a government agency. 
Specifically, each of these agreements required employees to execute a general release following 
the end of their employment that, while expressly permitting them to participate in government 
whistleblower programs, also required the employees to waive their right to a potential award. 
These general releases 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 
applicable law, including the right to file an administrative charge or participate in 
an   administrative   investigation   or proceeding; provided,   however,   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.) 
 
7. Similarly, between May 10, 2019, and October 9, 2023, a.k.a. Brands entered into 
an additional thirty-five severance agreements that permitted departing employees to participate in 
government whistleblower programs but required them to waive their right to recover a monetary 
award. These agreements stated: 
 
[N]othing in this Severance Agreement prohibits or prevents Employee from filing 
a  charge  with  or  participating,  testifying  or  assisting  in  any  investigation,  hearing 
whistleblower   action   or   other   proceeding   before   any   federal,   state   or   local 
government  agency  (e.g.,  EEOC,  DFEH,  NLRB,  SEC,  etc.),  nor  does  anything  in 
this  Severance  Agreement  preclude,  prohibit  or  otherwise  limit,  in  any  way, 
Employee’s rights and abilities to contact, communicate with, report matters to or 
otherwise  participate  in  any  whistleblower  program  administered  by  any  such 
agencies. However, to the maximum extent permitted by law, Employee agrees 
that if such an administrative claim is made, Employee shall not be entitled to 
recover any individual monetary relief or other individual remedies. 
 
(Emphasis added.) 
 
8. On April 7, 2020, a.k.a. Brands entered into a severance agreement that required a 
departing  employee  to waive  his  right  to  file  a  complaint  with  any federal government  agency. 
That agreement stated: 
 
As  further  consideration  and  inducement  for  this  Agreement, Employee  represents 
that he has not filed or otherwise pursued any charges, complaints, or claims of any 
nature which are in any way pending against any  of  the Released Parties with any 
local,  state,  or  federal  government  agency  or  court  or  neutral  with respect  to  any 
matter covered by this Agreement, and he will not do so in the future.  

 4 
 
9. Although the Commission is unaware of any instances in which a.k.a. Brands took 
action to enforce these provisions or in which the affected employees 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 former 
employees to forego either their right to file a complaint with the Commission staff or the financial 
award they might receive for doing so.  
10. Through the conduct described above, a.k.a. Brands 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 
  
11. After being contacted by the Commission staff in connection with this matter, a.k.a. 
Brands revised its internal agreement templates, adding language affirmatively advising employees 
that they are not prohibited from disclosing information to any governmental or regulatory 
authority, or collecting any related incentive awards. a.k.a. Brands also used reasonable efforts to 
notify the affected employees that their employment and severance 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. 
 
12. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by a.k.a. Brands 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 a.k.a. Brands’ Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, a.k.a. Brands cease and desist from 
committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 
 
B. a.k.a. Brands shall, within ten days of the entry of this order, pay a civil money 
penalty in the amount of $399,750 to the Securities and Exchange Commission for transfer to the 
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;  
 

 5 
(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 
a.k.a. Brands 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 
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. 100969 / September 9, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22078 

 

In the Matter of 

 

 

a.k.a. Brands Holding Corp.,  

 

 

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 a.k.a. Brands Holding Corp. (“a.k.a. Brands” or 

“Respondent”).  

 

II. 

 

 In anticipation of the institution of these proceedings, a.k.a. Brands 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, a.k.a. Brands 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 a.k.a. Brands’ Offer, the Commission finds that:  

 

 

 

 



 2 

Respondent 

 

1. a.k.a. Brands, a Delaware corporation based in San Francisco, California, is a 

global fashion company that operates through four primary business units. The common stock of 

a.k.a. Brands 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 “AKA.” 

 

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.  a.k.a. Brands’ Employment and Separation Agreements 

 

5. As a regular part of its business, a.k.a. Brands enters into employment agreements 

with new employees and severance agreements with departing employees. These agreements 

define the rights and responsibilities of the company and the employee during the employment 

relationship and after the employee’s departure.  

 

6. Between June 1, 2019, and January 8, 2021, a.k.a. Brands entered into three 

employment agreements and two severance agreements that required employees to waive their 



 3 

right to recover a monetary award for participating in an investigation by a government agency. 

Specifically, each of these agreements required employees to execute a general release following 

the end of their employment that, while expressly permitting them to participate in government 

whistleblower programs, also required the employees to waive their right to a potential award. 

These general releases 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 

applicable law, including the right to file an administrative charge or participate in 

an administrative investigation or proceeding; provided, however, 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.) 

 

7. Similarly, between May 10, 2019, and October 9, 2023, a.k.a. Brands entered into 

an additional thirty-five severance agreements that permitted departing employees to participate in 

government whistleblower programs but required them to waive their right to recover a monetary 

award. These agreements stated: 

 

[N]othing in this Severance Agreement prohibits or prevents Employee from filing 

a charge with or participating, testifying or assisting in any investigation, hearing 

whistleblower action or other proceeding before any federal, state or local 

government agency (e.g., EEOC, DFEH, NLRB, SEC, etc.), nor does anything in 

this Severance Agreement preclude, prohibit or otherwise limit, in any way, 

Employee’s rights and abilities to contact, communicate with, report matters to or 

otherwise participate in any whistleblower program administered by any such 

agencies. However, to the maximum extent permitted by law, Employee agrees 

that if such an administrative claim is made, Employee shall not be entitled to 

recover any individual monetary relief or other individual remedies. 

 

(Emphasis added.) 

 

8. On April 7, 2020, a.k.a. Brands entered into a severance agreement that required a 

departing employee to waive his right to file a complaint with any federal government agency. 

That agreement stated: 

 

As further consideration and inducement for this Agreement, Employee represents 

that he has not filed or otherwise pursued any charges, complaints, or claims of any 

nature which are in any way pending against any of the Released Parties with any 

local, state, or federal government agency or court or neutral with respect to any 

matter covered by this Agreement, and he will not do so in the future.  



 4 

 

9. Although the Commission is unaware of any instances in which a.k.a. Brands took 

action to enforce these provisions or in which the affected employees 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 former 

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

award they might receive for doing so.  

10. Through the conduct described above, a.k.a. Brands 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 

  

11. After being contacted by the Commission staff in connection with this matter, a.k.a. 

Brands revised its internal agreement templates, adding language affirmatively advising employees 

that they are not prohibited from disclosing information to any governmental or regulatory 

authority, or collecting any related incentive awards. a.k.a. Brands also used reasonable efforts to 

notify the affected employees that their employment and severance 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. 

 

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

promptly undertaken by a.k.a. Brands 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 a.k.a. Brands’ Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

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

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

 

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

penalty in the amount of $399,750 to the Securities and Exchange Commission for transfer to the 

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;  

 



 5 

(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 

a.k.a. Brands 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 

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 

 

 

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

	UNITED STATES OF AMERICA
	IV.