MEMORANDUM OPINION AND ORDER The plaintiff, Donald Turnbull, brought this action against the defendant, JPMorgan Chase & Co. (“JPMorgan”), alleging retaliation in violation of the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1514A(a)(2). The Court previously dismissed without prejudice the plaintiff’s first amended complaint, ECF No. 21, for failure to state a claim. Turnbull v. JPMorgan Chase & Co., No. 21-cv-3217, 2022 WL 608708 (S.D.N.Y. Feb. 24, 2022). The plaintiff has now filed a Second Amended Complaint (the “Complaint”), ECF No. 41. The defendant now moves to dismiss the second amended complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). For the following reasons, the defendant’s motion to dismiss is denied. I. The following facts are taken from the Complaint, except as noted.1 The factual allegations are taken as true for purposes of this motion to dismiss. Turnbull joined JPMorgan’s precious metals trading desk in 2005. Compl. 26. Turnbull was an effective and respected member of the department and earned several promotions, culminating in his 2018 promotion to Managing Director of the desk. Id. 27-30. Performance reviews deemed “Turnbull “one of the most diligent and controlled traders…exceptional at both managing risk and communicating a balanced view of these risks to senior management.” Id. 30. In 2018, the Department of Justice (“DOJ”) began investigating the JPMorgan precious metals desk for “spoofing.” Id. 32. Spoofing is the illegal practice of placing orders for trades with the intention of canceling those orders before execution, creating the illusion of supply or demand, in order to cause prices to shift and then to trade on those shifted prices. See id.
34-35, 39-41. In 2011, the Anti-Disruptive Practices Authority of the Dodd-Frank Act became effective. Since then, “regulators and federal prosecutors began to crack down on alleged spoofing activity.” Id. 42. In 2013, the CME, the primary exchange on which precious metals futures are traded, began investigating JPMorgan’s precious metals desk for alleged spoofing. Id. At least one trader was suspended as a result of this investigation. Id. The DOJ later began investigating similar conduct and issued indictments in August and November of 2019 against several JPMorgan employees. Id. 43-46.2 Turnbull was not among those indicted. Id. 46-47. Turnbull “cooperated fully” with the DOJ investigation, including by “sp[eaking] with investigators at length during three meetings between March and August 2019, [and] truthfully answering every question investigators asked.” Id. 54. In those interviews, the plaintiff told the DOJ that JPMorgan began anti-spoofing training three years after Congress outlawed spoofing and Turnbull raised concerns regarding the trading conduct of “Trader A,” “Trader B,” and “Trader C,” all of whom the plaintiff believed were spoofing. Id. 55a-55h. The plaintiff alleges that the CME or CFTC later investigated Trader B for spoofing. Id. 55e. When shown instances of trading conduct between Traders B and C, the plaintiff told the DOJ that “[s]ome of the order placements and cancellations occurred too fast for a trader to have had time to think, and…looked like it could be spoofing” and that “JPMorgan Compliance was aware of” these particular instances of trading conduct between Traders B and C. Id. 58a-58c. The plaintiff further told the DOJ that a precious metals supervisor called a trader who pleaded guilty to spoofing “an idiot,” that after discussing the FBI’s attempts to interview three precious metal traders with a compliance officer, the officer referred to the investigators as “idiots,” and that Turnbull’s manager was informed by a more senior individual of Turnbull’s meeting with the DOJ. Id. 59a-59d. Turnbull alleges that after his interviews with the DOJ ended in August 2019, JPMorgan knew only that Turnbull had cooperated with the DOJ investigation by meeting with the DOJ on three occasions, that these interviews were “related to [the] ongoing investigations,” and that the interviews “included questions about JPMorgan’s compliance program and the culture and trading practices on its precious metal desk.” Id. 60a-60f. The plaintiff alleges that, at that time, JPMorgan did not know “the substance of what [the plaintiff] told government investigators during his three interviews.” Id.
