Corporate Attorney Whistle-Blowing

When illegal activity is discovered within a business corporation, corporate attorneys1 may find themselves at the vortex of controversy. If senior management fails to take appropriate action, the attorney who knows of wrongdoing must decide whether to disclose it to appropriate authorities outside of the corporation. Oddly, the attorney who en counters this difficult decision, and seeks guidance in the business ethics literature, will quickly discover that the issue of lawyer whistle blowing is virtually unexplored. This discovery is surprising in view of the enormous literature written on the issue of whistle-blowing by managers.2 Instead, the attorney would have to turn to the specialized literature of the legal profession, and there she would find a rich vein of writing on the subject (Van Fleet & Carr, 1991; Zacharias, 1989; Subin, 1985; Wilczek, 1982; Burke, 1981). That literature, however, is heavily influenced by the norms and beliefs of the profession (Bayles, 1987; Schneyer, 1984). In this article, we focus on the issue of external whistle-blowing3 by the attorney who is employed by a corporation. We will examine the issue through the lens of a general ethical theory, consequentialism, providing a perspective that reaches well beyond the provincial para meters of the legal profession. Our larger goal is to identify a proper and defensible framework for an ethical standard of whistle-blowing by corporate attorneys.