In re CBRE

1 
 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE 
COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98429 / September 19, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21675 
 
  
 
 
In the Matter of 
 
CBRE, Inc. 
 
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 CBRE, Inc. (“CBRE” or 
“Respondent”). 
 
II. 
 
In anticipation of the institution of these proceedings, CBRE 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, CBRE 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 Respondent’s Offer, the Commission finds that: 

2 
 
 
Respondent 
 
1. CBRE, a Delaware corporation headquartered in Dallas, Texas, is a commercial 
real estate services and investment firm. CBRE has hundreds of U.S. and foreign subsidiaries and 
employs over 35,000 individuals in the U.S. CBRE is a wholly-owned indirect subsidiary, and 
the operating entity of CBRE Group, Inc., which has common stock registered with the 
Commission pursuant to Section 12(b) of the Exchange Act, and is listed on NYSE under the 
ticker “CBRE.” 
Facts  
 
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, “Securities 
Whistleblower Incentives and Protection.” The purpose of these provisions was to encourage 
whistleblowers to report possible securities law violations by providing, among other things, 
financial incentives and confidentiality protections. See Implementation of the Whistleblower 
Provisions of Section 21F of the Securities Exchange Act of 1934 Adopting Release, Release 
No. 34-64545, at 197 (Aug. 12, 2011) (“Adopting Release”). 
 
3. 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. 
 
4. In April 2015, the Commission brought the first enforcement action for a 
violation of Rule 21F-17 based on a company’s use of a restrictive confidentiality agreement.
1
 
Since then, the Commission has instituted many additional settled cease-and-desist proceedings 
involving alleged violations of Rule 21F-17. These enforcement actions were reported in the 
media and prompted client alerts from multiple law firms.  
 
CBRE’s Separation Agreement 
  
5. As a regular part of its business, CBRE enters into separation agreements with its 
employees when they end their employment with the company and will be receiving separation 
pay. A separation agreement is a contract between a former employer and employee documenting 
the rights and responsibilities of both parties related to the employee’s departure. 
 
1
  See In the Matter of KBR, Inc., Exchange Act Rel. No. 74619 (April 1, 2015). 

3 
 
 
 
6. CBRE’s separation agreement, titled General Release Agreement (“GRA”), 
included, under the heading “Employee Representations,” the following language (hereinafter 
“Employee Representation”):  
 
Employee   represents   and   acknowledges   [t]hat   Employee   has   not   filed   any 
complaint or charges against CBRE, or any of its respective subsidiaries, affiliates, 
divisions,  predecessors,  successors,  officers,  directors,  shareholders,  employees, 
representatives  or  agents (hereinafter collectively “Agents”),  with  any  state  or 
federal court or local, state or federal agency, based on the events occurring prior 
to the date on which this Agreement is executed by Employee.  
 
7. The GRA’s introductory paragraph stipulated that “Employee may not execute 
this Agreement prior to the Date of Termination.” Read together, this paragraph and the 
Employee Representation required, in effect, that the employee represent that at the time of 
executing the GRA, the employee has not filed a complaint or charges based on either (i) events 
occurring at any time before termination, i.e., events spanning the employee’s entire employment 
with CBRE, or (ii) events occurring between termination and the employee’s executing the 
GRA. By requiring this representation, CBRE took action to impede potential whistleblowers 
from reporting complaints to the Commission. This conduct undermines the purpose of Section 
21F and Rule 21F-17(a) to “encourage[e] individuals to report to the Commission.” Adopting 
Release at p. 201. 
  
8. CBRE’s GRA included the Employee Representation since at least 2011. After 
2015, CBRE added the following provision to its GRA: 
 
Nothing in this Agreement shall be construed to prohibit Employee from filing a 
charge  with  or  participating  in  any  investigation  or  proceeding  conducted  by  the 
Equal Employment Opportunity Commission, National Labor Relations Board, the 
Securities and Exchange Commission, the Department of Justice, or a comparable 
federal, state or local agency.  
 
Read together with the Employee Representation, this carve-out was prospective in application, 
and therefore did not remedy the impeding effect of the Employee Representation.  
 
9. CBRE’s legal department reviews annually all of the company’s separation and 
confidentiality templates, including the GRA. In the ordinary course of business, CBRE 
furnished the GRA to its departing employees receiving severance or non-severance separation 
pay. At least 884 CBRE employees signed the GRA in 2021 and 2022.  The Commission is not 
aware of specific instances in which a former CBRE employee was prevented from 
communicating with Commission staff about potential violations of securities laws, or in which 
CBRE took action against a former employee based on the Employee Representation.  
 
 

4 
 
 
CBRE’s Cooperation and Remediation 
 
10. After learning of the Commission’s investigation, CBRE initiated a remediation 
program concerning compliance with Rule 21F-17.   
 
A. Within approximately one month of learning of the SEC investigation, 
CBRE: (i) revised all versions of its domestic GRAs for Rule 21F-17 compliance; and (ii) 
commenced an audit of similar agreements worldwide, reviewing approximately 300 
templates used by CBRE affiliates in 54 countries.  
 
B. Within approximately three months of learning of the SEC investigation, 
CBRE: (i) standardized and updated its global policy documents for compliance with Rule 
21F-17; (ii) received CBRE Board approval for additional Rule 21F-17 language in 
CBRE’s Standards of Business Conduct (“SOBC”); (iii) revised the SOBC mandatory 
certification process for an explicit acknowledgement of the Rule 21F-17 protection 
language; and (iv) created a new Rule 21F-17 “toolkit” with edited 21F-17(a)-conforming 
templates.  
 
C. Within approximately five months of learning of the SEC investigation, 
CBRE: (i) trained more than 50 members of the compliance teams globally on the Rule 
21F-17 language added to all relevant templates; and (ii) initiated global template revisions 
to all relevant employment agreements, modifying over 300 agreements and policy 
templates in 61 countries, in over a dozen different languages.   
 
D. Within approximately seven months of learning of the SEC investigation, 
CBRE launched a mandatory SOBC re-certification process, in which over 100,000 
employees worldwide certified that they reviewed the updated SOBC with the revised Rule 
21F-17 language, and attested to their understanding that they were not limited in their 
“ability to file a charge or complaint or fully cooperate (including providing documents or 
other information) with any government agency, including the US Securities and Exchange 
Commission (SEC), without notice to or approval from CBRE.” 
 
E. CBRE also communicated with the more than 800 employees who had 
signed the GRA between 2021 and 2022, advising them of the protections afforded them 
by Rule 21F-17, including their right to communicate directly with SEC staff regarding any 
potential violation of the federal securities laws.  
 
11. The Commission also notes CBRE’s cooperation in the underlying investigation.  
 
Violations 
 
12. As a result of the conduct described above, CBRE 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. 

5 
 
 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in CBRE’s Offer. 
 
Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 21C of the Exchange Act, CBRE cease and desist from 
committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 
 
B. CBRE shall, within ten (10) days of the entry of this Order, pay a civil money 
penalty in the amount of $375,000 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; 
 
(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 
CBRE 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 Eric Werner, Division of 
Enforcement, Securities and Exchange Commission, 801 Cherry St., Suite 1900, Fort Worth, 
Texas, 76102. 
 
 

6 
 
 
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 30 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. 
 
D. Respondent acknowledges that the Commission is not imposing a civil penalty 
in excess of $375,000 based upon its cooperation in the Commission’s investigation.  If at any 
time following the entry of the Order, the Division of Enforcement (“Division”) obtains 
information indicating that Respondent knowingly provided materially false or misleading 
information or materials to the Commission, or in a related proceeding, the Division may, at its 
sole discretion and with prior notice to the Respondent, petition the Commission to reopen this 
matter and seek an order directing that the Respondent pay an additional civil penalty.  
Respondent may contest by way of defense in any resulting administrative proceeding whether 
it knowingly provided materially false or misleading information, but may not:  (1) contest the 
findings in the Order; or (2) assert any defense to liability or remedy, including, but not limited 
to, any statute of limitations defense. 
 
 
 
By the Commission. 
 
 
Vanessa A. Countryman 
Secretary 

1 

 

 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE 

COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98429 / September 19, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21675 

 

  

 

 

In the Matter of 

 

CBRE, Inc. 

 

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 CBRE, Inc. (“CBRE” or 

“Respondent”). 

 

II. 

 

In anticipation of the institution of these proceedings, CBRE 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, CBRE 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 Respondent’s Offer, the Commission finds that: 



2 

 

 

Respondent 

 

1. CBRE, a Delaware corporation headquartered in Dallas, Texas, is a commercial 

real estate services and investment firm. CBRE has hundreds of U.S. and foreign subsidiaries and 

employs over 35,000 individuals in the U.S. CBRE is a wholly-owned indirect subsidiary, and 

the operating entity of CBRE Group, Inc., which has common stock registered with the 

Commission pursuant to Section 12(b) of the Exchange Act, and is listed on NYSE under the 

ticker “CBRE.” 

Facts  

 

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, “Securities 

Whistleblower Incentives and Protection.” The purpose of these provisions was to encourage 

whistleblowers to report possible securities law violations by providing, among other things, 

financial incentives and confidentiality protections. See Implementation of the Whistleblower 

Provisions of Section 21F of the Securities Exchange Act of 1934 Adopting Release, Release 

No. 34-64545, at 197 (Aug. 12, 2011) (“Adopting Release”). 

 

3. 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. 

 

4. In April 2015, the Commission brought the first enforcement action for a 

violation of Rule 21F-17 based on a company’s use of a restrictive confidentiality agreement.1 

Since then, the Commission has instituted many additional settled cease-and-desist proceedings 

involving alleged violations of Rule 21F-17. These enforcement actions were reported in the 

media and prompted client alerts from multiple law firms.  

 

CBRE’s Separation Agreement 

  

5. As a regular part of its business, CBRE enters into separation agreements with its 

employees when they end their employment with the company and will be receiving separation 

pay. A separation agreement is a contract between a former employer and employee documenting 

the rights and responsibilities of both parties related to the employee’s departure. 

 
1  See In the Matter of KBR, Inc., Exchange Act Rel. No. 74619 (April 1, 2015). 



3 

 

 

 

6. CBRE’s separation agreement, titled General Release Agreement (“GRA”), 

included, under the heading “Employee Representations,” the following language (hereinafter 

“Employee Representation”):  

 

Employee represents and acknowledges [t]hat Employee has not filed any 

complaint or charges against CBRE, or any of its respective subsidiaries, affiliates, 

divisions, predecessors, successors, officers, directors, shareholders, employees, 

representatives or agents (hereinafter collectively “Agents”), with any state or 

federal court or local, state or federal agency, based on the events occurring prior 

to the date on which this Agreement is executed by Employee.  

 

7. The GRA’s introductory paragraph stipulated that “Employee may not execute 

this Agreement prior to the Date of Termination.” Read together, this paragraph and the 

Employee Representation required, in effect, that the employee represent that at the time of 

executing the GRA, the employee has not filed a complaint or charges based on either (i) events 

occurring at any time before termination, i.e., events spanning the employee’s entire employment 

with CBRE, or (ii) events occurring between termination and the employee’s executing the 

GRA. By requiring this representation, CBRE took action to impede potential whistleblowers 

from reporting complaints to the Commission. This conduct undermines the purpose of Section 

21F and Rule 21F-17(a) to “encourage[e] individuals to report to the Commission.” Adopting 

Release at p. 201. 

  

8. CBRE’s GRA included the Employee Representation since at least 2011. After 

2015, CBRE added the following provision to its GRA: 

 

Nothing in this Agreement shall be construed to prohibit Employee from filing a 

charge with or participating in any investigation or proceeding conducted by the 

Equal Employment Opportunity Commission, National Labor Relations Board, the 

Securities and Exchange Commission, the Department of Justice, or a comparable 

federal, state or local agency.  

 

Read together with the Employee Representation, this carve-out was prospective in application, 

and therefore did not remedy the impeding effect of the Employee Representation.  

 

9. CBRE’s legal department reviews annually all of the company’s separation and 

confidentiality templates, including the GRA. In the ordinary course of business, CBRE 

furnished the GRA to its departing employees receiving severance or non-severance separation 

pay. At least 884 CBRE employees signed the GRA in 2021 and 2022.  The Commission is not 

aware of specific instances in which a former CBRE employee was prevented from 

communicating with Commission staff about potential violations of securities laws, or in which 

CBRE took action against a former employee based on the Employee Representation.  

 

 



4 

 

 

CBRE’s Cooperation and Remediation 

 

10. After learning of the Commission’s investigation, CBRE initiated a remediation 

program concerning compliance with Rule 21F-17.   

 

A. Within approximately one month of learning of the SEC investigation, 

CBRE: (i) revised all versions of its domestic GRAs for Rule 21F-17 compliance; and (ii) 

commenced an audit of similar agreements worldwide, reviewing approximately 300 

templates used by CBRE affiliates in 54 countries.  

 

B. Within approximately three months of learning of the SEC investigation, 

CBRE: (i) standardized and updated its global policy documents for compliance with Rule 

21F-17; (ii) received CBRE Board approval for additional Rule 21F-17 language in 

CBRE’s Standards of Business Conduct (“SOBC”); (iii) revised the SOBC mandatory 

certification process for an explicit acknowledgement of the Rule 21F-17 protection 

language; and (iv) created a new Rule 21F-17 “toolkit” with edited 21F-17(a)-conforming 

templates.  

 

C. Within approximately five months of learning of the SEC investigation, 

CBRE: (i) trained more than 50 members of the compliance teams globally on the Rule 

21F-17 language added to all relevant templates; and (ii) initiated global template revisions 

to all relevant employment agreements, modifying over 300 agreements and policy 

templates in 61 countries, in over a dozen different languages.   

 

D. Within approximately seven months of learning of the SEC investigation, 

CBRE launched a mandatory SOBC re-certification process, in which over 100,000 

employees worldwide certified that they reviewed the updated SOBC with the revised Rule 

21F-17 language, and attested to their understanding that they were not limited in their 

“ability to file a charge or complaint or fully cooperate (including providing documents or 

other information) with any government agency, including the US Securities and Exchange 

Commission (SEC), without notice to or approval from CBRE.” 

 

E. CBRE also communicated with the more than 800 employees who had 

signed the GRA between 2021 and 2022, advising them of the protections afforded them 

by Rule 21F-17, including their right to communicate directly with SEC staff regarding any 

potential violation of the federal securities laws.  

 

11. The Commission also notes CBRE’s cooperation in the underlying investigation.  

 

Violations 

 

12. As a result of the conduct described above, CBRE 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. 



5 

 

 

 

IV. 

 

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

agreed to in CBRE’s Offer. 

 

Accordingly, it is hereby ORDERED that: 

 

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

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

 

B. CBRE shall, within ten (10) days of the entry of this Order, pay a civil money 

penalty in the amount of $375,000 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; 

 

(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 

CBRE 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 Eric Werner, Division of 

Enforcement, Securities and Exchange Commission, 801 Cherry St., Suite 1900, Fort Worth, 

Texas, 76102. 

 

 

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


6 

 

 

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 30 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. 

 

D. Respondent acknowledges that the Commission is not imposing a civil penalty 

in excess of $375,000 based upon its cooperation in the Commission’s investigation.  If at any 

time following the entry of the Order, the Division of Enforcement (“Division”) obtains 

information indicating that Respondent knowingly provided materially false or misleading 

information or materials to the Commission, or in a related proceeding, the Division may, at its 

sole discretion and with prior notice to the Respondent, petition the Commission to reopen this 

matter and seek an order directing that the Respondent pay an additional civil penalty.  

Respondent may contest by way of defense in any resulting administrative proceeding whether 

it knowingly provided materially false or misleading information, but may not:  (1) contest the 

findings in the Order; or (2) assert any defense to liability or remedy, including, but not limited 

to, any statute of limitations defense. 

 

 

 

By the Commission. 

 

 

Vanessa A. Countryman 

Secretary