The EU Whistleblower
Directive (WBD) is widely perceived as a major step in motivating potential
whistleblowers to come to the fore by granting them strong protection against
the negative consequences of reporting. The perception by business enterprises
and their managers is mixed, however. While internal reporting procedures have
been recognized as effective compliance tools for some time, the Directive
requires certain adjustments that seem at odds with traditional concepts of
company law and its organizational rules for solving conflicts of interests and
agency problems. Among these are, most notably, the unconditioned option to
report externally and the protection of company directors who blow the whistle.
Against this backdrop, this contribution endeavours not only to illustrate the
irritating impact of the new whistleblowing regimes on the compliance
architecture of companies, but also to suggest how to ease the frictions while
taking the aims of the WBD and the national transposition laws seriously.