Whistleblowers: Implications for Corporate Governance

Whistleblowers are not among the actors who populate academic accounts of corporate governance. Nor are whistleblowers visible in formal governance frameworks consisting of legal and non-legal elements that enable a firm to operate, all traceable to a corporation’s charter and bylaws adopted in compliance with the law of the state of incorporation. Within a corporation, whistleblowers may be lower-rank employees, not directors or officers; they may report their perceptions of wrongdoing to others within the corporation or inform governmental or other actors who are externally

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