Thompson

I. Factual Allegations

The following narrative is taken from the allegations in Thompson’s complaint. Because the district court dismissed the complaint under Rule 12(b)(6), we assume that all of the allegations in the complaint are true.

From January 2001 through May 2002, Thompson worked as the Chief Financial Officer (“CFO”) of YP.Net, a publicly traded company. Thompson resigned from YP.Net in May 2002 because of “highly questionable accounting and auditing practices at the company. More specifically, . . . [she] 14960 THOMPSON v. PAUL resigned because of the refusal of YP.Net officers and direc- tors to make proper disclosures to the Securities and Exchange Commission.” Compl. ¶ 17. When Thompson resigned, “she forwarded her resignation from YP.Net to the Securities and Exchange Commission Enforcement Division because of her concerns of illegal conduct at YP.Net.” Id. ¶ 18.

Immediately after Thompson resigned as CFO in May 2002, YP.Net filed a civil suit against her. The suit was filed in an attempt to protect the Chief Executive Officer (“CEO”) of YP.Net, Angelo Tullo, who was then subject to criminal investigation by several federal agencies. Id. ¶ 34.…