Internal Investigations, Whistleblowing and External Monitoring: Comparative Experiences, Economic Insights, Findings from Corporate Practice

38 Pages Posted: 26 Mar 2021 Last revised: 29 Mar 2021

See all articles by Klaus J. Hopt

Klaus J. Hopt

Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)

Date Written: March 12, 2021

Abstract

Internal investigations, whistleblowing and external monitoring, are three information and enforcement channels and part of the corporate compliance system. As they relate to corporate management’s core area, they are a task of the general management or the (management) board. Internationally, some of these practices are already considered to be good corporate governance. Unsurprisingly, there is extensive experience in many countries, although little empirical evidence of their effectiveness exists.

Nonetheless, prominent cases have shown that national requirements, especially from the U.K. and U.S., tend to have extraterritorial effects. Therefore, the topic is of current importance for scholarship, legislation and corporate practice.

This article offers a comparative analysis of the situation in different countries, thereby considering many insights from economic knowledge and corporate practice as well as particularities and path dependencies. It focuses on the U.S., the U.K. and Switzerland, but also refers to other countries and recent developments in the European Union.

Keywords: corporate governance, internal investigations, whistleblowing, external monitoring, monitor, comparative law, compliance system, whistleblower directive, Sarbanes-Oxley Act, Dodd-Frank Act, Bribery Act 2010

JEL Classification: D23, G38, G34, K42, K20, M48

Suggested Citation

Hopt, Klaus J., Internal Investigations, Whistleblowing and External Monitoring: Comparative Experiences, Economic Insights, Findings from Corporate Practice (March 12, 2021). European Corporate Governance Institute - Law Working Paper No. 574/2021, Available at SSRN: https://ssrn.com/abstract=3812497 or http://dx.doi.org/10.2139/ssrn.3812497

Klaus J. Hopt (Contact Author)

Max Planck Institute for Comparative and International Private Law ( email )

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+49 40 41 90 02 05 (Phone)
+49 40 41 90 03 02 (Fax)

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
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1000 Brussels
Belgium

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