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2012 BYU L. Rev. 73 (2012)
Mutiny by the Bounties - The Attempt to Reform Wall Street by the New Whistleblower Provisions of the Dodd-Frank Act

handle is hein.journals/byulr2012 and id is 81 raw text is: Mutiny by the Bounties? The Attempt to Reform Wall
Street by the New Whistleblower Provisions of the
Dodd-Frank Act
Geoffrey Christopher Rapp*
I. INTRODUCTION
A decade ago, when the collapse of Enron' and scandals at Tyco2
and WorldCom3 shook Wall Street, Congress reacted by enacting the
now much-maligned4 Sarbanes-Oxley Act (SOX).' Among SOX's
* Harold A. Anderson Professor of Law and Values, University of Toledo College of
Law. A.B. (Economics), Harvard College (1998); J.D., Yale Law School (2001). The Author
wishes to thank participants in a Faculty Workshop at the University of Toledo College of Law.
Fredrik Persson (Toledo Law, 2013) provided capable research assistance for this project. The
University of Toledo College of Law summer research grant program supported this Article.
The Author also thanks Lois Patek for her tireless administrative assistance.
1. Manish Gupta, Elan, Enron and the Aftermath of Scandal: A Comparative Analysis
of Recent Irish and American Corporate Governance Legislation, 39 CAL. W. INT'L L.J. 1, 18
(2008) (Perhaps the best known bankruptcy, though not the largest, involved Houston-based
energy trader Enron Corporation. Enron hid assets and liabilities in over 2000 business
entities, many of which were wholly-owned special purpose entities that were not included on
Enron's financial statements.).
2. Joan T.A. Gabel et al., Evolving Regulation of Corporate Governance and the
Implications for D&O Liability: The United States and Australia, 11 SAN DIEGO INT'L L.J.
365, 371 (2010) (Tyco, a maker of equipment for various industries (including electrical, fire
and security, healthcare and telecommunications), became embroiled in a similar scandal
involving financial misstatements and a blatant misuse of corporate funds.).
3. Christian A. Young, Note, Looking Back on WorldCom: Addressing Underwriters'
Due Diligence in Shelf Registration Offerings and the Need for Reform, 40 SUFFOLK U. L. REV.
521, 536 (2007) (explaining that WorldCom's tale involve[d] a large scale accounting scandal
resulting in the financial collapse, and subsequent bankruptcy filing, of WorldCom, Inc).
4. SOX has generated much controversy and been criticized as costly for small
businesses and foreign companies and blamed in part for reduced foreign listings on the New
York Stock Exchange. Terry Morehead Dworkin, SOX and Whistleblowing, 105 MICH. L.
REv. 1757, 1758-59 (2007).
5. Sarbanes-Oxley Act of 2002 (Public Company Accounting Reform and Investor
Protection Act), Pub. L. No. 107-204, 116 Stat. 745 (codified as amended in scattered
sections of U.S.C. titles 11, 15, 18, 28, and 29). In the aftermath of various corporate
scandals, [t]he bill raced through Congress, Gabel et al., supra note 2, at 375, passing by a
vote of 99-0 in the Senate. Beverley H. Earle & Gerald A. Madek, The Mirage of Whistleblower
Protection Under Sarbanes-Oxley: A Proposal for Change, 44 AM. BUS. L.J. 1, 4 (2007). The
unusual rapidity of this vote, in a body no longer known for its civility, signaled that perhaps
Congress had not carefully considered all the provisions. Id. For a scathing critique of the

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