Article

Two of society’s most important institutions face a crisis of legitimacy: regulatory agencies and corporations. Regulators are on the front lines guarding against climate change, technological upheaval, economic disasters, and other large-scale threats to society. Yet they are under siege from all branches of government and derided as ineffective, inefficient, and undemocratic. Corporations develop life-saving medical innovations, dramatically lower the costs of everything from food to transportation, and provide free information to people at a scale unimaginable thirty years ago. Yet they are commonly viewed as unethical, exploitative, and destructive. It is fair to wonder whether administrative agencies and corporations are poised to tackle the existential challenges that they are arguably best situated to address.

This Article unites these two institutional crises by a common thread: the link between corporate employees and public servants. As a descriptive matter, corporate and administrative employees are more related than they may at first appear. Administrative agencies have long sought the help of corporate employees, many of whom now perform similar tasks to those of regulatory inspectors. Compliance officers, auditors, and other law-related employees within corporations are now at least as numerous as police officers patrolling the streets.

From a policy perspective, corporate employees could serve the public better if they had more power and motivation to act for the public good. To illustrate what increased power might look like, if public-minded employees had more confidential avenues to communicate problematic conduct to regulatory enforcers, they would have a greater ability to influence corporate conduct. A more ambitious agenda for increasing motivation and power would be to encourage a societal shift toward viewing private employees as having a duty not only to shareholders, but also to society. Whether through these or other options, it is important to pay greater attention to the part of the corporation where legal scholars have focused the least: its core, or the low- and mid-level employees who are not engaged in law-related work. Reorienting governance around these core employees offers promise to enhance regulatory effectiveness, cut corporate costs, make work more fulfilling, and lessen the institutional mistrust eroding the foundations of democracy.

Introduction

Private sector employees have become “the single most significant source for detecting and preventing crime—more so than government regulators, law enforcement personnel, and program auditors combined.”¹ 1.Jonathan P. West & James S. Bowman, Whistleblowing Policies in American States: A Nationwide Analysis, 50 Am. Rev. Pub. Admin. 119, 120 (2020).Show More Private employees exposed many of the most prominent corporate scandals, including Theranos’s life-threatening biotechnology blood testing practices,² 2.John Carreyrou, Bad Blood: Secrets and Lies in a Silicon Valley Startup 195, 281–82 (2018).Show More Wells Fargo’s creation of millions of fake accounts in customers’ names,³ 3.See, e.g., J.S. Nelson, Disclosure-Driven Crime, 52 U.C. Davis L. Rev. 1487, 1498, 1533 (2019); Leslie Scism, Prudential Fires Back Against Three Former Employees, Wall St. J., htt‌ps://www.wsj.com/articles/prudential-fires-back-against-three-former-employees-1485437572 (last updated Jan. 26, 2017, at 14:44 ET).Show More and Meta’s knowledge that its algorithms fed children dangerous content with the potential to promote self-harm and eating disorders.⁴ 4.See Hillary A. Sale, Monitoring Facebook,12 Harv. Bus. L. Rev. 439, 441 (2022).Show More The private employee is arguably the single most important regulatory agent guarding against pressing challenges, such as climate change, consumer exploitation, and disinformation.⁵ 5.See infra Part I.Show More

Despite society relying heavily on private employees to govern, the law mostly forsakes them. An ethical employee’s main option is to become a whistleblower. But whistleblower protections are strongest when employees help shareholders, such as by reporting securities fraud or embezzlement of company funds.⁶ 6.See infra Section II.A. Reporting such misconduct internally is more organizationally acceptable because doing so arguably increases shareholder wealth. This means that the conduct upholds shareholder primacy—the influential norm that corporations should prioritize maximizing shareholder wealth. See, e.g., Donald C. Langevoort, The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures, 43 Seattle U. L. Rev. 377, 382–84 (2020) (summarizing the origins and influence of shareholder primacy and linking it to compliance).Show More In contrast, when employees raise ethical concerns about profitable environmental degradation or consumer manipulation, they risk being perceived internally as harming shareholders. If employees instead choose to go public, weak whistleblower protections mean that their careers are routinely ruined.⁷ 7.Aaron S. Kesselheim, David M. Studdert & Michelle M. Mello, Whistle-Blowers’ Experiences in Fraud Litigation Against Pharmaceutical Companies, 362 NEJM1832, 1836 (2010) (describing the resulting personal toll of whistleblowing). In select areas with strong whistleblower protections, however, whistleblowers fare better. See infra Section III.A.Show More Even among whistleblowers who are ultimately vindicated, “most of them pay a horrible price with lifelong scars.”⁸ 8.See Tom Devine & Tarek F. Maassarani, Gov’t Accountability Project, The Corporate Whistleblower’s Survival Guide: A Handbook for Committing the Truth 18 (2011); see also C. Fred Alford, Whistleblowers: Broken Lives and Organizational Power 1 (2001) (“[One whistleblower] put it this way: . . . ‘I stood up against the big corporation and I lost. I didn’t just lose my job. I lost my house, and then I lost my family.’”). In one study of False Claims Act lawsuits, employers retaliated against the employees in the vast majority of all cases. Aiyesha Dey, Jonas Heese & Gerardo Pérez-Cavazos, Cash-for-Information Whistleblower Programs: Effects on Whistleblowing and Consequences for Whistleblowers, 59 J. Acct. Rsch. 1689, 1692 (2021).Show More Additionally, corporations use trade secret laws, nondisclosure agreements, and company policies to scare employees away from sharing information with regulators.⁹ 9.See infra Subsection III.A.1.Show More To enforce the law, employees must too often take on powerful corporate pressures from an isolated position of weakness.

This Article sketches private workers’ place at the center of the regulatory architecture, identifies weaknesses in that structure’s design, and proposes reforms that would enable workers to govern from a position of greater power. As a descriptive matter, corporate employees are connected to public servants in part because they often perform functions similar to those of administrative agency employees. Moreover, regulatory agencies often monitor, shape, and even informally manage the compliance systems within large companies.¹⁰ 10.Rory Van Loo, Regulatory Monitors: Policing Firms in the Compliance Era, 119 Colum. L. Rev. 369, 369 (2019).Show More Agencies are thus one of the sources of external pressure that have made lawyers, compliance officers, and risk-management employees in the corporate sector about as numerous as police officers patrolling U.S. streets.¹¹ 11.See infra Section I.A (showing how large regulators have sought to enlist the help of corporate employees for decades). For data on the number of law-related personnel in the private sector, see William S. Laufer, A Very Special Regulatory Milestone, 20 U. Pa. J. Bus. L. 392, 393–94 (2017) (“There soon will be as many enterprise-wide risk, audit, legal, and compliance professionals on the payroll of corporations in the United States as municipal police officers keeping our streets safe.”). Since Laufer’s estimate that the two figures were close, the number of compliance officers alone has increased by over forty percent, while the number of police officers has decreased by nearly two percent. See id. at 393 n.1 (citing Press Release, Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages—May 2016 (Mar. 31, 2017) [hereinafter 2016 Employment and Wages Press Release], https://w‌ww.bls.gov/news.release/archives/ocwage_03312017.pdf [https://perma.cc/Z9ZD-BQFU]) (providing a 2016 estimate for compliance officers as 273,000); Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages, May 2023: 13-1041 Compliance Officers, https://www.bls.gov/oes/2023/may/oes131041.htm [https://perma.cc/FF27-2ZZS] (last updated Apr. 3, 2024) (providing a 2023 estimate for compliance officers as 383,620); 2016 Employment and Wages Press Release, supra (putting a 2016 police and sheriff’s patrol officer estimate at 657,690); Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages, May 2023: 33-3051 Police and Sheriff’s Patrol Officers, https://ww‌w.bls.gov/oes/2023/may/oes333051.htm [https://perma.cc/BX4B-BLZB] (last updated Apr. 3, 2024) (reporting a 2023 police and sheriff’s patrol officer estimate of 646,310).Show More Although a substantial workforce of such law-related employees may be unavoidable, they are normatively less desirable for enforcing regulations than core employees.¹² 12.See infra Part II. These are not mutually exclusive categories in the sense that both law-related employees and core employees can become whistleblowers.Show More Relying as much as possible on core employees—such as pharmaceutical scientists, computer engineers, or sales agents—to enforce laws from within the corporation has the most potential to regulate costs effectively while improving legitimacy.¹³ 13.See infra Part I.Show More Instead, the current regulatory architecture inverts the normative hierarchy by leaning heavily on law-related employees.¹⁴ 14.See infra Part I.Show More Moreover, for core employees to promote the public interest, too often they must do so from a position of weakness unless they come forward publicly as whistleblowers, which is perhaps the least desirable outcome for both them and their employers.

This Article explores two main ways to improve the framework for enlisting private employees as public servants. Even with existing statutory authority, administrative agencies can extend greater power to core employees and thereby better align private enforcement with public norms. Alternatively, even without any administrative agency action, a societal shift to viewing frontline workers as having a public calling could itself lead to meaningful progress.

By situating private employees at the center of the regulatory state, this Article connects three vibrant strands of legal scholarship: administrative law, corporate law, and social movements. In recent years, administrative law scholarship has begun “crack[ing] open the black box of agencies to peer inside,”¹⁵ 15.Elizabeth Magill & Adrian Vermeule, Allocating Power Within Agencies, 120 Yale L.J. 1032, 1035 (2011).Show More which has shown that administrative agency inspectors and other monitors lie at the heart of regulatory power.¹⁶ 16.Van Loo, supra note 10 (chronicling “the statutory rise of regulatory monitors . . . to situate them empirically at the core of modern administrative power”).Show More These sub-organizational examinations have been motivated partly by the notion that conversations about administrative law “are incomplete because agencies are typically treated as unitary entities.”¹⁷ 17.Magill & Vermeule, supra note 15, at 1032 (“Standard questions in the theory of administrative law involve the allocation of power among legislatures, courts, the President, and various types of agencies.”).Show More Conceptualizing corporate employees as regulatory agents means cracking open the black box of agencies, which requires understanding how agencies leverage corporate employees. Despite paying considerable attention to businesses as regulatory actors, however, administrative law scholars have rarely paid sustained attention to mapping corporations’ internal actors playing a regulatory role.¹⁸ 18.The “religion” of privatization has sometimes drawn administrative and constitutional law scholars to examine businesses more closely. Martha Minow, Public and Private Partnerships: Accounting for the New Religion, 116 Harv. L. Rev. 1229, 1229–30, 1247 (2003). Privatization, however, concerns the government moving traditionally public services, like operating prisons, toward private businesses. Id. at 1229–30. Of greater relevance is the early literature identifying a panoply of regulatory models, including a new governance era in which agencies and firms collaborate to solve problems rather than act as adversaries, which provides valuable foundations for the agency-firm connection on which this Article builds. See, e.g., Cary Coglianese & David Lazer, Management-Based Regulation: Prescribing Private Management to Achieve Public Goals, 37 Law & Soc’y Rev. 691, 725 (2003) (analyzing a regulatory model in which government “regulators outline criteria for private sector planning and conduct varying degrees of oversight to ensure that firms are engaging in effective planning and implementation that satisfies the stated criteria”); Jody Freeman, Collaborative Governance in the Administrative State, 45 UCLA L. Rev. 1, 30 (1997); Ian Ayres & John Braithwaite, Responsive Regulation: Transcending the Deregulation Debate 4–7 (Donald R. Harris, Keith Hawkins, Sally Lloyd-Bostock & Doreen McBarnet eds., 1992); Orly Lobel, The Renew Deal: The Fall of Regulation and the Rise of Governance in Contemporary Legal Thought, 89 Minn. L. Rev. 342, 345–47, 376–78 (2004). Finally, scholars have increasingly examined agencies’ intersections with firms’ compliance officers. See Nicholas R. Parrillo, Federal Agency Guidance and the Power to Bind: An Empirical Study of Agencies and Industries, 36 Yale J. on Reg. 165, 204–05, 271 (2019) (concluding that compliance officers sometimes implement agency guidance). Compliance officers are, however, merely one subset of employee enforcers. See infra Section I.B.Show More

Consequently, the task of mapping the internal enforcement apparatus within the firm has largely fallen on corporate law scholars. Scholars have conceived of the rise of compliance departments as a transformation in corporate culture, governance, and organizational structure.¹⁹ 19.Michele DeStefano, Creating a Culture of Compliance: Why Departmentalization May Not Be the Answer, 10 Hastings Bus. L.J. 71, 72 (2014) (“What might have been thought of twenty years ago as a basic corporate governance function is now being ceded to compliance departments.” (footnote omitted)); id. at 74–75; James A. Fanto, Surveillant and Counselor: A Reorientation in Compliance for Broker-Dealers, 2014 BYU L. Rev. 1121, 1139–42, 1163–67; Donald C. Langevoort, Cultures of Compliance, 54 Am. Crim. L. Rev. 933, 940–41 (2017).Show More Yet these corporate law literatures tend to pay limited attention to agencies or treat them as unitary entities.²⁰ 20.See infra Part I.Show More These literatures also overwhelmingly focus on white-collar crime and the Department of Justice (“DOJ”), and only secondarily on the Securities and Exchange Commission (“SEC”), which is the main agency dedicated to protecting investors.²¹ 21.See, e.g., Miriam Hechler Baer, Governing Corporate Compliance, 50 B.C. L. Rev. 949, 959 (2009) (focusing on the DOJ and, to a lesser extent, the SEC).Show More These entities do not conduct the bulk of enforcement activity, which occurs through Environmental Protection Agency (“EPA”) engineers, Federal Reserve examiners, Food and Drug Administration (“FDA”) inspectors, and other regulatory monitors.²² 22.See Van Loo, supra note 10, at 373–74, 435 (demonstrating the centrality of monitors to regulatory agencies and linking them to compliance departments).Show More The Environmental, Social, and Governance (“ESG”) literature is also disconnected from regulatory agencies and revolves around public duties at the top of the organization rather than the bottom.²³ 23.For an important account of ESG and its limits, see Dorothy S. Lund & Elizabeth Pollman, The Corporate Governance Machine, 121 Colum. L. Rev. 2563, 2563, 2566, 2615 (2021). Although certainly of a similar spirit, scholarly calls for reforming shareholder primacy tend to see core employees mostly as beneficiaries of reforms rather than, as this Article does, central actors bringing about societal change. See, e.g., Oliver Hart & Luigi Zingales, The New Corporate Governance, 1 U. Chi. Bus. L. Rev. 195, 196–97 (2022) (calling for “shareholder welfare maximization” to replace “shareholder value maximization” as the guiding norm for the corporation (emphasis omitted)).Show More

Unlike administrative law or corporate law conversations, social movement scholarship sometimes situates frontline employees as the main object of study. In the technology industry in particular, scholars have observed that rather than remaining “on the sidelines, employees are taking a stand”²⁴ 24.Jennifer S. Fan, Employees as Regulators: The New Private Ordering in High Technology Companies, 2019 Utah L. Rev. 973, 1026.Show More to engage in “governance . . . from the bottom up.”²⁵ 25.Hannah Bloch-Wehba, Algorithmic Governance from the Bottom Up, 48 BYU L. Rev. 69, 69 (2022).Show More Yet those important conversations are mostly disconnected from administrative law and corporate law conversations at the heart of this Article. Missing from administrative law, corporate law, and social movement accounts is a mapping of the systematic sub-organizational links between administrative agencies and the broader set of actors within businesses working toward related goals.

In integrating the internal laws of administrative agencies and corporations, this Article also connects the distinct “crisis of legitimacy” facing each of these institutions.²⁶ 26.This is not a new issue for either field. See Jody Freeman, The Private Role in Public Governance, 75 N.Y.U. L. Rev. 543, 545 (2000) (“Since the New Deal explosion of government agencies, administrative law has been defined by the crisis of legitimacy and the problem of agency discretion.”); Roland Marchand, Creating the Corporate Soul: The Rise of Public Relations and Corporate Imagery in American Big Business2 (1998) (“[M]ajor corporations expanded at a bewildering pace at the end of the nineteenth century . . . . This momentous shift in the balance of social forces created a crisis of legitimacy for the large corporations.”).Show More All branches of government have recently assailed administrative agencies. Presidents have led systematic “administrative sabotage”²⁷ 27.David L. Noll, Administrative Sabotage, 120 Mich. L. Rev. 753, 753 (2022).Show More that has damaged agency resources, expertise, and reputation.²⁸ 28.Jody Freeman & Sharon Jacobs, Structural Deregulation, 135 Harv. L. Rev. 585, 586, 588 (2021).Show More Lawmakers have dismantled years of agency rulemaking under the Congressional Review Act.²⁹ 29.Bethany A. Davis Noll & Richard L. Revesz, Regulation in Transition, 104 Minn. L. Rev. 1, 3 (2019).Show More And the Supreme Court has chipped away at agency authority while warning of “a ruling class of largely unaccountable ‘ministers.’”³⁰ 30.See, e.g., West Virginia v. EPA, 142 S. Ct. 2587, 2617 (2022) (Gorsuch, J., concurring) (citation omitted) (“[T]he framers believed that a republic—a thing of the people—would be more likely to enact just laws than a regime administered by a ruling class of largely unaccountable ‘ministers.’” (citation omitted)); Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244, 2273 (2024) (overturning Chevron deference); Gillian E. Metzger, The Supreme Court, 2016 Term—Foreword: 1930s Redux: The Administrative State Under Siege, 131 Harv. L. Rev. 1, 3 (2017) (“Justice Thomas, with Chief Justice Roberts, Justice Alito, and now Justice Gorsuch sounding similar complaints, . . . have attacked the modern administrative state as a threat to liberty and democracy and suggested that its central features may be unconstitutional.”).Show More Private governance has not, however, provoked the same backlash, and a greater reliance on private employees to govern is less likely to violate the more restrictive principles of the Court’s recent cases shrinking administrative authority.³¹ 31.Private governance actors have historically withstood due process and nondelegation challenges. Freeman, supra note 26, at 665. Although the legal standards for administrative agency authority are in flux, the main implication for this Article is that wherever the Supreme Court establishes the administrative authority boundaries, Congress will need to write and enforce employee enforcement rules accordingly. The recent cases adjusting the lines do not infringe on agencies’ ability to work with industry to implement whatever authority remains. For examples of cases restricting formal authority without infringing on agencies’ ability to rely on private actors, see, e.g., Biden v. Nebraska, 143 S. Ct. 2355, 2375 (2023) (striking down student loan forgiveness by applying the major questions doctrine to find the statute did not permit the Secretary of Education to make such modifications to the loan forgiveness program); Loper Bright, 144 S. Ct. at 2273 (overturning Chevron deference and requiring that Article III judges independently determine a statute’s best meaning).Show More Indeed, leaning more heavily into cultivating help from private employees could enable the administrative state to operate more forcefully despite judicial curtailment of its authority. Moreover, relying on core employees’ moral compasses to regulate responds to arguably the central critique of agencies: regulation infringes on private autonomy.³² 32.See infra Part II.Show More After all, core employees are the heart of the private sector. Thus, increasing their ability to voluntarily enforce the law from within the corporation could strengthen the administrative state’s legitimacy in the eyes of some of its chief critics.

Corporations’ legitimacy crisis stems from perceptions that they are responsible for climate change, economic inequality, the erosion of democracy, and other major threats to the social fabric.³³ 33.See Marchand, supra note 26, at 2.Show More Yet Congress is too divided, too influenced by industry lobbying, and too poorly designed to provide regulatory agencies with sufficient power or pass all regulatory legislation that society needs to constrain harmful corporate conduct.³⁴ 34.Jonathan S. Gould & Rory Van Loo, Legislating for the Future, 92 U. Chi. L. Rev. 375, 386–88, 390 (2025); Robert G. Kaiser, Act of Congress: How America’s Essential Institution Works, and How It Doesn’t 127–41 (2013).Show More With public enforcement limited, private employees become more important for pushing corporations to follow the law. Moreover, although not the focus of this Article, if core employees gain power, some may succeed in pushing their firm to act above the environmental or social minimum.³⁵ 35.Employee advocacy beyond legal compliance has benefits and drawbacks that are beyond the scope of this Article. They include the potential economic benefits of addressing externalities and the potential costs of more difficult management. See infra Section III.B.Show More Private employees thus offer an option for filling part of the democracy gap between gridlocked legislatures and public preferences.

Several policy implications flow from this description of the private employee architecture at the center of public governance. Even if employee enforcers never push corporations beyond legal compliance, they are key to current reform efforts that aim to tackle some of the world’s most high-stakes problems. Once whistleblowers are recognized as the endgame of a larger regulatory apparatus within the corporation, supporting them becomes even more important because doing so heightens the consequences for corporate executives ignoring core employees. Support should not only include, but also exceed, the scholarly focus on protecting whistleblowers from retaliation. Ideally, ethical employees would be able to stay in the corporation to continue to guide it, rather than have to leave it as whistleblowers. Regulatory agencies should therefore build more confidential and easily accessible communication channels that core employees who are ignored within the corporation can use to communicate problems to an actor with public power.

A more ambitious reform would be to shift the societal norms for what it means to be an employee in a large corporation. If more private employees viewed themselves as having a public calling, it should increase the chances that they advocate for the public interest from within the corporation. It would be true to history and the modern regulatory architecture to view private employees as having both a private and a public calling. Viewed through a broader paradigm, employees within agencies and firms comprise an extensive administrative infrastructure that—if leveraged effectively—has the potential to move the private sector toward greater public service.

The Article begins in Part I with five examples of administrative agencies that have long sought to enlist private employees as enforcers: the SEC, the Federal Trade Commission (“FTC”), the Equal Employment Opportunity Commission (“EEOC”), the EPA, and agencies in heavily regulated industries. These agencies reveal the architecture of employee enforcers. Part II takes up normative questions about how to design the system of public-private agents to enhance the regulatory goals of effectiveness, efficiency, autonomy, and legitimacy. Part III turns to the policy question of how to strengthen the employee enforcement architecture. With more public power and purpose, private employees will be better positioned to take on the incredible responsibility that society has entrusted to them.

Before proceeding to the main discussion, a caveat is in order. Leveraging the employee enforcer is only one piece of the broader regulatory system. The discussion below should not be taken to suggest that regulation should rely as much as it does on private employees or can rely only on them. This Article is instead focused on how to maximize private employees. Other potential avenues for reform include providing more resources and power to administrative agencies, eliminating regulations that harm competition, and increasing liability to promote deterrence—many of which I have proposed elsewhere.³⁶ 36.See, e.g., Rory Van Loo, Making Innovation More Competitive: The Case of Fintech, 65 UCLA L. Rev. 232, 244 (2018) (criticizing the licensing barriers holding back fintech and consumer finance competition); Kathryn E. Spier & Rory Van Loo, Foundations for Platform Liability, 100 Notre Dame L. Rev. 1137, 1187 (2025) (proposing increased tech platform liability for third-party harms to consumers); Rory Van Loo, The Missing Regulatory State: Monitoring Businesses in an Age of Surveillance, 72 Vand. L. Rev. 1563, 1617 (2019) (“[P]olicymakers should consider building new monitoring programs for the increasingly digital economy.”); Dorothy S. Lund & Natasha Sarin, Corporate Crime and Punishment: An Empirical Study, 100 Tex. L. Rev. 285, 287–89, 292–94 (2021) (showing empirically the problem of insufficient penalties); J.S. Nelson, Paper Dragon Thieves, 105 Geo. L.J. 871, 872–73 (2017) (“When the behavior of these agents is coordinated to commit large-scale wrongdoing and to inflict damage on members of the public, the law should return to the traditional position of penalizing the behavior of the agents as individuals.”); Kaiser, supra note 34, at 127–41 (explaining the influence of industry lobbying on legislation).Show More When major regulatory reform opportunities arrive, the statutory blueprint tends not to limit itself to simply one regulatory tool.³⁷ 37.Kaiser, supra note 34, at 378–80.Show More Reforms related to employee enforcers are complementary to other reforms, and producing the most robust regulatory system possible requires getting all of its components right. Whether from Congress, the president, state governments, or the private sector, future regulatory reforms should include a more comprehensive view of how to best leverage employee enforcers. It is hard to imagine an effective regulatory architecture in the future without substantial involvement, if not leadership, by frontline employees throughout the corporate sector.

1.  Jonathan P. West & James S. Bowman, Whistleblowing Policies in American States: A Nationwide Analysis, 50 Am. Rev. Pub. Admin. 119, 120 (2020). ↑

2.  John Carreyrou, Bad Blood: Secrets and Lies in a Silicon Valley Startup
   

   195, 281–82 (2018). ↑

3.  See, e.g., J.S. Nelson, Disclosure-Driven Crime, 52 U.C. Davis L. Rev
   

   .

   1487, 1498, 1533 (2019); Leslie Scism, Prudential Fires Back Against Three Former Employees, Wall St. J., htt‌ps://www.wsj.com/articles/prudential-fires-back-against-three-former-employees-1485437572 (last updated Jan. 26, 2017, at 14:44 ET). ↑

4.  See Hillary A. Sale, Monitoring Facebook, 12 Harv. Bus. L. Rev
   

   .

   439, 441 (2022). ↑

5.  See infra Part I. ↑
6.  See infra Section II.A. Reporting such misconduct internally is more organizationally acceptable because doing so arguably increases shareholder wealth. This means that the conduct upholds shareholder primacy—the influential norm that corporations should prioritize maximizing shareholder wealth. See, e.g., Donald C. Langevoort, The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures, 43 Seattle U. L. Rev. 377, 382–84 (2020) (summarizing the origins and influence of shareholder primacy and linking it to compliance). ↑
7.  Aaron S. Kesselheim, David M. Studdert & Michelle M. Mello, Whistle-Blowers’ Experiences in Fraud Litigation Against Pharmaceutical Companies, 362 NEJM
   

   1832, 1836 (2010) (describing the resulting personal toll of whistleblowing). In select areas with strong whistleblower protections, however, whistleblowers fare better. See infra Section III.A. ↑

8.  See Tom Devine & Tarek F. Maassarani, Gov’t Accountability Project, The Corporate Whistleblower’s Survival Guide: A Handbook for Committing the Truth 18 (2011); see also C. Fred Alford, Whistleblowers: Broken Lives and Organizational Power
   

   1

   (2001) (“[One whistleblower] put it this way: . . . ‘I stood up against the big corporation and I lost. I didn’t just lose my job. I lost my house, and then I lost my family.’”). In one study of False Claims Act lawsuits, employers retaliated against the employees in the vast majority of all cases. Aiyesha Dey, Jonas Heese & Gerardo Pérez-Cavazos, Cash-for-Information Whistleblower Programs: Effects on Whistleblowing and Consequences for Whistleblowers, 59 J. Acct. Rsch. 1689, 1692 (2021). ↑

9.  See infra Subsection III.A.1. ↑
10.  Rory Van Loo, Regulatory Monitors: Policing Firms in the Compliance Era, 119 Colum. L. Rev. 369, 369 (2019). ↑
11.  See infra Section I.A (showing how large regulators have sought to enlist the help of corporate employees for decades). For data on the number of law-related personnel in the private sector, see William S. Laufer, A Very Special Regulatory Milestone, 20 U. Pa. J. Bus. L. 392, 393–94 (2017) (“There soon will be as many enterprise-wide risk, audit, legal, and compliance professionals on the payroll of corporations in the United States as municipal police officers keeping our streets safe.”). Since Laufer’s estimate that the two figures were close, the number of compliance officers alone has increased by over forty percent, while the number of police officers has decreased by nearly two percent. See id. at 393 n.1 (citing Press Release, Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages—May 2016 (Mar. 31, 2017) [hereinafter 2016 Employment and Wages Press Release], https://w‌ww.bls.gov/news.release/archives/ocwage_03312017.pdf [https://perma.cc/Z9ZD-BQFU]) (providing a 2016 estimate for compliance officers as 273,000); Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages, May 2023: 13-1041 Compliance Officers, https://www.bls.gov/oes/2023/may/oes131041.htm [https://perma.cc/FF27-2ZZS] (last updated Apr. 3, 2024) (providing a 2023 estimate for compliance officers as 383,620); 2016 Employment and Wages Press Release, supra (putting a 2016 police and sheriff’s patrol officer estimate at 657,690); Bureau of Lab. Stat., U.S. Dep’t of Lab., Occupational Employment and Wages, May 2023: 33-3051 Police and Sheriff’s Patrol Officers, https://ww‌w.bls.gov/oes/2023/may/oes333051.htm [https://perma.cc/BX4B-BLZB] (last updated Apr. 3, 2024)
    

    (reporting a 2023 police and sheriff’s patrol officer estimate of 646,310). ↑

12.  See infra Part II. These are not mutually exclusive categories in the sense that both law-related employees and core employees can become whistleblowers. ↑
13.  See infra Part I. ↑
14.  See infra Part I. ↑
15.  Elizabeth Magill & Adrian Vermeule, Allocating Power Within Agencies, 120 Yale L.J. 1032, 1035 (2011). ↑
16.  Van Loo, supra note 10 (chronicling “the statutory rise of regulatory monitors . . . to situate them empirically at the core of modern administrative power”). ↑
17.  Magill & Vermeule, supra note 15, at 1032 (“Standard questions in the theory of administrative law involve the allocation of power among legislatures, courts, the President, and various types of agencies.”). ↑
18.  The “religion” of privatization has sometimes drawn administrative and constitutional law scholars to examine businesses more closely. Martha Minow, Public and Private Partnerships: Accounting for the New Religion, 116 Harv. L. Rev. 1229, 1229–30, 1247 (2003). Privatization, however, concerns the government moving traditionally public services, like operating prisons, toward private businesses. Id. at 1229–30. Of greater relevance is the early literature identifying a panoply of regulatory models, including a new governance era in which agencies and firms collaborate to solve problems rather than act as adversaries, which provides valuable foundations for the agency-firm connection on which this Article builds. See, e.g., Cary Coglianese & David Lazer, Management-Based Regulation: Prescribing Private Management to Achieve Public Goals
    

    , 37

    Law & Soc’y Rev. 691, 725 (2003) (analyzing a regulatory model in which government “regulators outline criteria for private sector planning and conduct varying degrees of oversight to ensure that firms are engaging in effective planning and implementation that satisfies the stated criteria”); Jody Freeman, Collaborative Governance in the Administrative State, 45 UCLA L. Rev. 1, 30 (1997); Ian Ayres & John Braithwaite, Responsive Regulation: Transcending the Deregulation Debate 4–7 (Donald R. Harris, Keith Hawkins, Sally Lloyd-Bostock & Doreen McBarnet eds., 1992); Orly Lobel, The Renew Deal: The Fall of Regulation and the Rise of Governance in Contemporary Legal Thought, 89 Minn. L. Rev

    .

    342, 345–47, 376–78 (2004). Finally, scholars have increasingly examined agencies’ intersections with firms’ compliance officers. See Nicholas R. Parrillo, Federal Agency Guidance and the Power to Bind: An Empirical Study of Agencies and Industries, 36 Yale J. on Reg. 165, 204–05, 271 (2019) (concluding that compliance officers sometimes implement agency guidance). Compliance officers are, however, merely one subset of employee enforcers. See infra Section I.B. ↑

19.  Michele DeStefano, Creating a Culture of Compliance: Why Departmentalization May Not Be the Answer, 10 Hastings Bus. L.J. 71, 72 (2014) (“What might have been thought of twenty years ago as a basic corporate governance function is now being ceded to compliance departments.” (footnote omitted)); id. at 74–75; James A. Fanto, Surveillant and Counselor: A Reorientation in Compliance for Broker-Dealers, 2014 BYU L. Rev. 1121, 1139–42, 1163–67; Donald C. Langevoort, Cultures of Compliance, 54 Am. Crim. L. Rev. 933, 940–41 (2017). ↑
20.  See infra Part I. ↑
21.  See, e.g., Miriam Hechler Baer, Governing Corporate Compliance, 50 B.C. L. Rev. 949, 959 (2009) (focusing on the DOJ and, to a lesser extent, the SEC). ↑
22.  See Van Loo, supra note 10, at 373–74, 435 (demonstrating the centrality of monitors to regulatory agencies and linking them to compliance departments). ↑
23.  For an important account of ESG and its limits, see Dorothy S. Lund & Elizabeth Pollman, The Corporate Governance Machine, 121 Colum. L. Rev. 2563, 2563, 2566, 2615 (2021). Although certainly of a similar spirit, scholarly calls for reforming shareholder primacy tend to see core employees mostly as beneficiaries of reforms rather than, as this Article does, central actors bringing about societal change. See, e.g., Oliver Hart & Luigi Zingales, The New Corporate Governance, 1 U. Chi. Bus. L. Rev. 195, 196–97 (2022) (calling for “shareholder welfare maximization” to replace “shareholder value maximization” as the guiding norm for the corporation (emphasis omitted)). ↑
24.  Jennifer S. Fan, Employees as Regulators: The New Private Ordering in High Technology Companies, 2019 Utah L. Rev. 973, 1026. ↑
25.  Hannah Bloch-Wehba, Algorithmic Governance from the Bottom Up, 48 BYU L. Rev. 69, 69 (2022). ↑
26.  This is not a new issue for either field. See Jody Freeman, The Private Role in Public Governance, 75 N.Y.U. L. Rev. 543, 545 (2000) (“Since the New Deal explosion of government agencies, administrative law has been defined by the crisis of legitimacy and the problem of agency discretion.”); Roland Marchand, Creating the Corporate Soul: The Rise of Public Relations and Corporate Imagery in American Big Business 2 (1998) (“[M]ajor corporations expanded at a bewildering pace at the end of the nineteenth century . . . . This momentous shift in the balance of social forces created a crisis of legitimacy for the large corporations.”). ↑
27.  David L. Noll, Administrative Sabotage, 120 Mich. L. Rev. 753, 753 (2022). ↑
28.  Jody Freeman & Sharon Jacobs, Structural Deregulation, 135 Harv. L. Rev. 585, 586, 588 (2021). ↑
29.  Bethany A. Davis Noll & Richard L. Revesz, Regulation in Transition, 104 Minn. L. Rev. 1, 3 (2019). ↑
30.  See, e.g., West Virginia v. EPA, 142 S. Ct. 2587, 2617 (2022) (Gorsuch, J., concurring) (citation omitted) (“[T]he framers believed that a republic—a thing of the people—would be more likely to enact just laws than a regime administered by a ruling class of largely unaccountable ‘ministers.’” (citation omitted)); Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244, 2273 (2024) (overturning Chevron deference); Gillian E. Metzger, The Supreme Court, 2016 Term—Foreword: 1930s Redux: The Administrative State Under Siege, 131 Harv. L. Rev. 1, 3 (2017) (“Justice Thomas, with Chief Justice Roberts, Justice Alito, and now Justice Gorsuch sounding similar complaints, . . . have attacked the modern administrative state as a threat to liberty and democracy and suggested that its central features may be unconstitutional.”). ↑
31.  Private governance actors have historically withstood due process and nondelegation challenges. Freeman, supra note 26, at 665. Although the legal standards for administrative agency authority are in flux, the main implication for this Article is that wherever the Supreme Court establishes the administrative authority boundaries, Congress will need to write and enforce employee enforcement rules accordingly. The recent cases adjusting the lines do not infringe on agencies’ ability to work with industry to implement whatever authority remains. For examples of cases restricting formal authority without infringing on agencies’ ability to rely on private actors, see, e.g., Biden v. Nebraska, 143 S. Ct. 2355, 2375 (2023) (striking down student loan forgiveness by applying the major questions doctrine to find the statute did not permit the Secretary of Education to make such modifications to the loan forgiveness program); Loper Bright, 144 S. Ct. at 2273 (overturning Chevron deference and requiring that Article III judges independently determine a statute’s best meaning). ↑
32.  See infra Part II. ↑
33.  See Marchand, supra note 26, at 2. ↑
34.  Jonathan S. Gould & Rory Van Loo, Legislating for the Future, 92 U. Chi. L. Rev. 375, 386–88, 390 (2025); Robert G. Kaiser, Act of Congress: How America’s Essential Institution Works, and How It Doesn’t 127–41 (2013). ↑
35.  Employee advocacy beyond legal compliance has benefits and drawbacks that are beyond the scope of this Article. They include the potential economic benefits of addressing externalities and the potential costs of more difficult management. See infra Section III.B. ↑
36.  See, e.g., Rory Van Loo, Making Innovation More Competitive: The Case of Fintech, 65 UCLA L. Rev. 232, 244 (2018) (criticizing the licensing barriers holding back fintech and consumer finance competition); Kathryn E. Spier & Rory Van Loo, Foundations for Platform Liability, 100 Notre Dame L. Rev. 1137, 1187 (2025) (proposing increased tech platform liability for third-party harms to consumers); Rory Van Loo, The Missing Regulatory State: Monitoring Businesses in an Age of Surveillance, 72 Vand. L. Rev. 1563, 1617 (2019) (“[P]olicymakers should consider building new monitoring programs for the increasingly digital economy.”); Dorothy S. Lund & Natasha Sarin, Corporate Crime and Punishment: An Empirical Study, 100 Tex. L. Rev.
    

    285, 287

    –

    89, 292–94

    (2021) (showing empirically the problem of insufficient penalties); J.S. Nelson, Paper Dragon Thieves, 105 Geo. L.J. 871, 872–73 (2017) (“When the behavior of these agents is coordinated to commit large-scale wrongdoing and to inflict damage on members of the public, the law should return to the traditional position of penalizing the behavior of the agents as individuals.”); Kaiser

    ,

    supra note 34, at 127–41 (explaining the influence of industry lobbying on legislation). ↑

37.  Kaiser
    

    ,

    supra note 34, at 378–80. ↑