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Following the collapse of Enron Corporation the ethical obligations of corporate attorneys have received increased scrutiny The SarbanesOxley Act of 2002 enacted in response to calls for corporate reform specifically requires the Securities and Exchange Commission to address the lawyers role by requiring covered attorneys to report up evidence of corporate wrongdoing to key corporate officers and in some circumstances to the board of directors Failure to report up subjects a lawyer to liability under federal lawThis article argues that the reporting up requirement reflects a secondbest approach to corporate governance reform Rather than focusing on the actors that traditionally control a corporations activities the statute attempts to solve governance problems indirectly by assigning to the lawyer the role of corporate gatekeeper and information intermediary We demonstrate that the reporting up requirement fails to address the incentives that motivate corporate attorneys directors and managers At the same time the provision threatens to undermine the flow of information between lawyers and corporate actors As a consequence we suggest that the requirement is unlikely to achieve its objective of providing key corporate decisionmakers with early information about potential misconduct Moreover attorney and manager responses to the reporting up requirement are likely to reduce the quality of legal services provided to the corporationBased on this costbenefit analysis we conclude that the SarbanesOxley approach to corporate governance reform is flawed Instead we argue that a demand side approach is most likely to realign corporate attorney …