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Business Crimes BulletinLJN NewslettersNewsSections

And at the Whistle, They're Off

By Laurence A. Urgenson, Audrey Harris and Samuel Williamson
November 26, 2010

Sarbanes-Oxley (“SOX”) jump-started a worldwide industry of corporate-compliance vendors as companies sought to establish hotlines and meet other SOX requirements that placed the onus of policing employees' behavior squarely on the companies themselves. (See Sarbanes-Oxley Act of 2002, Pub.L. No. 107-204, 116 Stat. 745, available at http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=107_cong_bills&docid=f:h3763enr.tst.pdf.)

Now, however, it seems that Congress has changed its mind: Instead of relying on companies to examine their own behavior with the help of anonymous employee submissions, the new Dodd-Frank Wall Street Reform and Consumer Protection Act establishes a system of whistleblower bounties and mandatory disclosures. Not only does the Act alter the manner in which companies will handle their own compliance and disclosure obligations; it radically changes the incentives for employees to report directly to the government, and along with the new proposed SEC rules, may dramatically change the way issuers conduct internal investigations. Dodd-Frank also introduces an important new player into the game ' the plaintiff's attorney. The likely result is an increase in the number ' but not necessarily the quality ' of reports to the SEC and a decrease in company-driven internal investigations and voluntary disclosures.

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