Paying Too Dearly for a Whistle: Properly Protecting Internal Whistleblowers

By Leonardo Labriola


In light of substantial disagreement among the circuits on which types of whistleblowers Dodd-Frank intends to protect, and newly proposed legislation which suggests a solution, this Note inspects Dodd-Frank’s whistleblower protections in an effort to better explain which types of corporate whistleblowers should and should not be protected. This Note briefly outlines the United States’s repeated history of increased regulation following financial crises, culminating in the Sarbanes-Oxley and Dodd- Frank Acts. It then describes the goals that motivated these acts and how whistleblowers play an outsized role in accomplishing those goals. It also examines the critical statute for corporate whistleblower protection—Dodd- Frank’s section 922—and describes the SEC’s interpretation of that text. This Note then contrasts the competing interpretations of section 922 and compares the policy results of those interpretations. It also looks at how existing structures within the Securities and Exchange Commission and the protections from other related whistleblower regimes might inform Dodd- Frank’s protections. Finally, this Note proposes a cohesive solution that protects internal whistleblowers, respects corporate decision making, and furthers Sarbanes-Oxley’s and Dodd-Frank’s goals.