Teetering on the line between hero and villain, whistleblowers have a remarkably unusual role in contemporary American society. Those who blow the whistle on public sector activities, like Edward Snowden and the Watergate Scandal’s “Deep Throat”, are often vilified in history as treasonous and unprincipled rogues. In the private sector, however, whistleblowers are seen as moral compasses for corporate behavior, and are even afforded federal protections for speaking out against internal malfeasance. The piecemeal evolution of whistleblower legislation including the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 created regulatory and enforcement failures that ultimately diminish whistleblower protections, and in turn, thwart corporate governance.
While whistleblower protection is generally a bipartisan issue, proponents and critics disagree on the level of regulation required in order to ensure successful corporate compliance and governance. The Wells Fargo cross–selling scandal of 2016 illustrates that instead of sweeping regulatory changes that the government has pushed in the past, current whistleblower jurisprudence needs to assess administrative, rather than regulatory, reform while engaging in micro–level analyses within companies in order to address the issues that cause the whistleblower framework to fail at achieving its corporate governance goals. This note examines challenges and criticisms regarding the relationship between whistleblowers and effective corporate governance and, through Wells Fargo, illustrates the growing need for reform in the administration of whistleblower protections and procedures.
Whistling in the Wind: Why Federal Whistleblower Protections Fall Short of their Corporate Governance Goals,
26 U. Miami Bus. L. Rev.
Available at: https://repository.law.miami.edu/umblr/vol26/iss3/5