Whistleblowers can play in a big role in uncovering financial misconduct. For example, look at Sherron Watkins, formerly of Enron, and Cynthia Cooper, formerly of WorldCom. Both women helped uncover massive frauds inside their organizations that ultimately cost investors billions of dollars.
Research suggests that employees are often in a position to discover and expose wrongdoing in organizations. This may be why the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act encourages employee whistleblowing: Section 922 of the Act promises to protect whistleblowers from retaliation and offers monetary awards for disclosure, which range from 10% to 30% of monetary damages collected from the company. Since this program was established, the Securities and Exchange Commission (SEC) has granted more than $111 million in awards to 34 whistleblowers, with the largest award of $30 million granted in September 2014.
While protection and rewards may encourage more employees to come forward, firms may be able to counter these incentives by making it beneficial for employees to keep quiet. In a study recently published in The Journal of Accounting and Economics, we examined whether firms use financial incentives to discourage whistleblowing. Although there are many kinds of financial incentives, we focused on stock option grants to rank-and-file employees, as this data are more readily available. Further, since the value of stock options is directly tied to the value of the firm’s stock, and because whistleblowing allegations result in an immediate decline in the firm’s stock price, employees stand to lose financially when they blow the whistle. In addition, employee stock options typically have vesting terms that require employees to wait a few years before they can exercise their options, which may act as a disincentive to blowing the whistle before they’re able to exercise their options.
Using a Stanford Law School database, we identified a sample of 663 firms that were alleged to have engaged in financial misreporting and were subject to class action shareholder litigation in U.S. federal court from 1996–2011. We examined the number of stock options granted to rank-and-file employees during the period of alleged misreporting, and we found that these firms granted more stock options during the misreporting period than did a benchmark sample of 663 similar firms that were not being investigated for financial misreporting. Option grants by these misreporting firms varied over time. Specifically, misreporting firms granted 14% more stock options to rank-and-file employees when they were allegedly misreporting their financials, but the number of options they granted decreased by 32% after they appeared to stop misreporting. These findings suggest that these firms granted additional stock options strategically during periods of alleged misreporting.
We also found that these efforts are effective. Misreporting firms that granted more stock options to rank-and-file employees were less likely to be exposed by a whistleblower. Approximately 10% of the firms in our sample were subject to a whistleblowing allegation. Firms that avoided a whistleblower granted 78% more stock options than these firms did not.
Because our sample consists only of misconduct that was discovered, our findings can’t speak to firms that engaged in financial misconduct without getting caught. In addition, our evidence is circumstantial, in that we cannot directly observe the underlying motivation for employers’ stock option grants or employees’ whistleblowing decisions. Nevertheless, while Dodd-Frank encourages employee whistleblowing by offering financial incentives of up to 30% of recovered damages and penalties, our findings suggest that firms may offer their own financial incentives to discourage whistleblowing.
Although we examine stock options grants as the primary mechanism for employers to discourage whistleblowing, there are others tactics firms can use as well. In fact, recent media reports indicate that the SEC is investigating other ways in which firms subvert whistleblowing, including having employees sign confidentiality agreements and creating severance contracts that prevent employees from contacting regulators or benefiting from government investigations. As legislators evaluate the efficacy of whistleblowing regulations, they should remember that the firms they are trying to regulate are not silent bystanders — companies can take action to discourage employees from speaking up.