Beyond Protection: Invigorating Incentives for Sarbanes-Oxley Corporate and Securities Fraud Whistleblowers
67 Pages Posted: 18 May 2007 Last revised: 22 Feb 2009
Section 806 of the Sarbanes-Oxley Act of 2002 (SOX) recognized the importance of private actors in bringing to light information about corporate financial and accounting fraud. That section provides some protection for whistleblowers against retaliation for objecting to, and reporting, violations of the federal securities laws. While this limited protection is a step in the right direction, current law does not go far enough to encourage whistleblowers to risk incurring the adverse social, psychological, and economic consequences of exposing serious corporate and securities fraud. This Article develops the bounty model for rewarding SOX whistleblowers, and argues that sound public policy counsels its adoption and implementation. By giving whistleblowers a share of the recovery of those damaged by corporate and financial fraud (a bounty), the law could increase incentives for whistleblowing. The federal False Claims Act provides a sensible precedent.
Keywords: sarbanes-oxley, whistleblowers, corporate fraud
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