January 12, 2026
The concept of whistleblowing has traditionally referred to individuals who expose organizational wrongdoing, often at significant personal risk. Historically, corporations were not viewed as whistleblowers, particularly with respect to reporting misconduct by their own employees or agents. Since the early 2000s, however, enforcement policies and regulatory incentives have increasingly encouraged corporate self-disclosure and the identification of individual wrongdoers. At the same time, incentives for individual whistleblowers have expanded, creating competition to report misconduct first. Together, these developments have positioned corporations as increasingly active whistleblowers against individuals, signaling a fundamental shift in accountability and enforcement dynamics.
Who Is a Whistleblower?
The concept of “whistleblowing,” reporting wrongdoing by an organization, is reflected in ancient texts, early U.S. history, and recent developments in U.S. and international business laws. The United States currently has more dedicated whistleblowing laws (federal and state) than any other country.
Conventionally, whistleblowers are employees, officers, or insiders who expose organizational misconduct, often at significant personal risk. A “traditional” whistleblower would be someone like Sherron Watkins, the Enron VP who exposed one of the largest corporate frauds in history, leading to the Sarbanes-Oxley Act of 2002.
Corporations, by contrast, have historically reported misconduct by other entities—through antitrust claims, intellectual property infringement, or other commercial disputes—without being characterized as whistleblowers. Such reporting has typically been self-interested enforcement rather than principled disclosure. Corporate reporting of wrongdoing by their own employees or agents was rare, except where the corporation was the direct victim, such as theft or fraud.
Since the early 2000s, the convergence of three factors has incentivized corporations to become whistleblowers against individuals: (i) incentives by enforcement authorities for corporations to report individual misconduct, (ii) formal requirements of corporate self-
disclosure to obtain benefits—including the powerful prospect of a DOJ declination—and (iii) increasing incentives for individual whistleblowers, resulting in a “race” to be first to disclose.
Incentives for Individual Whistleblowers
Because of the well-documented harm of retaliation to individual whistleblowers and their families or associates, an increasing body of laws and policies has emerged in the U.S. and worldwide to protect individuals by prohibiting retaliation and preserving confidentiality. In addition, laws increasingly provide financial incentives to report wrongdoing, dating back to the False Claims Act of 1863 and its qui tam provisions.
The SEC Whistleblower Program, established under the Dodd-Frank Act in 2010, provides both anti-retaliation protections and financial incentives for individuals who report securities law violations (corporations cannot qualify as whistleblowers under this program). More recently, in 2024, the DOJ instituted a three-year Corporate Whistleblower Awards Pilot Program under which individuals providing original information that results in forfeiture may be eligible for awards. While individuals require protection due to their vulnerability, corporations increasingly receive enforcement incentives instead.
Incentives for Corporations
Since the early 2000s, enforcement authorities including the SEC and DOJ have developed policies to incentivize self-disclosure of unlawful conduct and, specifically, disclosure of information regarding individuals involved. Corporations are thus incentivized to become whistleblowers against individuals.
On February 22, 2023, the DOJ announced a new U.S. Attorney’s Offices Voluntary Self-Disclosure (VSD) Policy (updated March 7, 2024), encouraging corporations to report criminal misconduct by employees and agents so individual wrongdoers can be held accountable. A key incentive is the prospect of a declination. As of March 2024, all DOJ components prosecuting corporate crime have similar VSD policies.
This policy reflects an incremental progression from earlier developments, including the 2015 “Yates Memo,” which required corporations seeking cooperation credit to provide all relevant facts about individuals involved in misconduct. Earlier signals included Morgan Stanley’s 2012 declination after self-reporting misconduct by a senior executive, and the SEC’s 2001 Seaboard decision emphasizing disclosure, discipline, and remediation.
Altogether, these developments deliver a clear lesson for corporations and for managers and employees who believed that acting in the company’s interest would ensure corporate protection. That assumption is increasingly misplaced. Times have been changing.
Michael Donnella is Practice Professor of Law and Director of the Center for Compliance and Ethics. He teaches Compliance and Ethics, and Global Anti-Bribery & Corruption.