For over three decades, Jonathan Aronie, a partner at Sheppard Mullin and founder of the ABLE Project, has observed a persistent pattern in corporate misconduct investigations: the presence of individuals positioned to intervene and prevent wrongdoing, yet who remained silent. Aronie argues that traditional reporting hotlines, while valuable, often miss this critical window of opportunity. He proposes that corporate compliance programs can learn from the successes of public safety campaigns, aviation safety protocols, and law enforcement training to cultivate a culture of active bystandership, thereby preventing misconduct before it escalates.
The conversation unfolded over a Manhattan at the now-closed Pegu Club in New York City. Aronie sat with the general counsel of a Fortune 500 company, a man he refers to as "Tom," following a costly internal investigation. The subject of the inquiry was an employee’s egregious misuse of time-reporting for federal contracts. Tom, exasperated, voiced a sentiment echoed by many in leadership positions: "We spend millions of dollars on compliance programs, including a top-of-the-line reporting hotline. How come not one of the 10 employees who knew this was happening said or did a [expletive deleted] thing?"
Aronie’s response was straightforward, yet profoundly insightful. The issue wasn’t the quality of Tom’s compliance program, which was, by all accounts, robust. Instead, the deficiency lay in a crucial, often overlooked, element: a meaningful active bystandersh ip component. Had Tom’s employees been equipped with the strategies and confidence to intervene, the narrative of that evening, and potentially the company’s financial losses, would have been starkly different.
The Glaring Gap in Corporate "Speak-Up" Cultures
American businesses operate within an intricate web of statutes, regulations, and ordinances designed to protect consumers, employees, investors, and government entities. The financial burden of adhering to this complex regulatory framework is substantial. A 2023 study estimated that U.S. companies expend approximately $3 trillion annually on federal regulatory compliance. For companies in highly regulated sectors such as federal contracting, healthcare, and banking, these costs are even more pronounced, with economists struggling to quantify the full extent of compliance expenditures.
Given this landscape, investing in corporate compliance programs is not merely a best practice; it is a necessity. The repercussions of non-compliance can be severe, ranging from substantial financial penalties to existential threats to the organization. In the federal contracting arena alone, the government recovered over $6.8 billion in fiscal year 2025 from contractors and grantees for alleged violations of their legal obligations. This underscores the stark reality: the cost of compliance is high, but the cost of non-compliance is often catastrophic.
To navigate this complex terrain, organizations implement internal compliance programs that strive for a balance between effectiveness and fiscal prudence. These programs traditionally encompass a range of internal controls, including policies, training, monitoring, technological safeguards, reporting hotlines, and the cultivation of a "speak-up culture."
The concept of a "speak-up culture," or at least its appearance, has become a cornerstone of most large-scale corporate compliance initiatives in the U.S. According to the National Association of Corporate Directors, a significant 82% of business organizations claim to foster a strong speak-up culture. However, Aronie contends, based on extensive experience, that these programs often possess only marginal utility due to a fundamental flaw: the absence of a robust active bystandersh ip component.
Traditional speak-up programs typically consist of three pillars: a reporting mechanism, an anti-retaliation policy, and an investigation infrastructure. Companies encourage employees to report misconduct through various channels, including toll-free numbers, email, ethics officers, and web portals. Yet, Aronie identifies two core deficiencies in most of these programs.
In contrast, an active bystandersh ip program is designed to alter the course of a situation before harm occurs. It is not a reporting mechanism but an evidence-based initiative focused on educating and empowering individuals—in this context, employees—to intervene in a colleague’s behavior prior to the perpetration of misconduct. Active bystandersh ip is not intended to supplant speak-up programs but to augment them, ultimately reducing the incidence of misconduct and, consequently, the need for formal reporting.
Opportunities for Active Bystandership Abound
Reflecting on hundreds of investigations conducted over three decades, Aronie can recall very few instances where a bystander employee, present and aware, did not have the opportunity to prevent the ensuing harm. Many costly investigations, including Tom’s, could have been averted if just one employee had possessed the knowledge, ability, and supportive environment to simply say to a colleague, "Hey, let’s not do it that way."
This observation is not isolated. Informal discussions with colleagues at Sheppard Mullin reveal a similar pattern: across thousands of investigations, there was almost invariably an individual who could have intervened but did not. This is not about whistleblowing, which Aronie acknowledges can be a difficult undertaking for many. Rather, it is about the missed opportunity for individuals to engage with a colleague and prevent harmful conduct.
These findings extend beyond corporate environments. A few years ago, Aronie, in collaboration with Steven Hansen, Executive Director of the Utah Local Government Trust, analyzed a substantial dataset of insurance claims. Their study examined five years of claims data from 227 municipal entities, identifying instances where a second employee, a "bystander," was present at the scene of an event that led to a claim and could potentially have prevented it. The analysis revealed 2,590 claims—60% of those reviewed—with bystander potential, resulting in total losses of $23.8 million to the insurance pool over five years. The impact on workforce productivity was also significant, with 52 lost or underperformed work years attributed to claims with bystander potential.
While a comprehensive active bystandersh ip program in Utah might not have converted every bystander into an intervener, nor guaranteed the success of every intervention, it is highly probable that trained employees would have been more inclined to act, thereby preventing at least some of the resulting harm. Despite these widespread observations and the recurring question from general counsels and chief ethics and compliance officers—"Why didn’t anyone just say, ‘don’t do that’?"—few U.S. companies have meaningfully integrated active bystandersh ip principles into their compliance frameworks.
The Science Behind Active Bystandership
The academic underpinnings of active bystandersh ip are not new, though their application in corporate settings may feel novel. Social scientists have been investigating the conditions under which individuals intervene to prevent harm since the mid-20th century, with foundational research emerging in the aftermath of the Holocaust. Scholars like John Darley, Bibb Latané, Stanley Milgram, and Ervin Staub, through their work since the late 1960s, have demonstrated that intervention is rarely solely a matter of personal morality or courage. Instead, it is profoundly influenced by social norms, group dynamics, hierarchical structures, the diffusion of responsibility, and an individual’s sense of empowerment and support to act. Their research has illuminated why individuals often remain passive in the face of risk, while also offering insights into how to foster proactive intervention.
These seminal studies, conducted decades ago, now serve as the bedrock for numerous harm-prevention initiatives, offering valuable lessons for the corporate world.
Friends Don’t Let Friends Drive Drunk: A Paradigm Shift
The "Friends Don’t Let Friends Drive Drunk" campaign, launched in 1983, represents a pivotal moment in public safety and a powerful example of active bystandersh ip. By the mid-1970s, alcohol was a factor in approximately 60% of traffic fatalities, with over 20,000 annual deaths by 1982. Traditional interventions, largely focused on the driver, proved insufficient.
The "Friends" campaign marked a fundamental shift in messaging. Prior to this initiative, the anti-drunken-driving message was directed at the driver ("Don’t drive drunk"). Post-1982, the focus pivoted to the bystander ("Don’t let your friend drive drunk"). This campaign did not absolve drivers of responsibility but emphasized the opportunity and obligation of others to step in when an individual’s judgment was compromised.
The campaign’s success was undeniable. Between 1982 and 1992, alcohol-related traffic fatalities in the U.S. decreased by over 30%, from more than 26,000 to just over 17,000. While legal and enforcement changes contributed to this decline, the strategic reorientation of the message toward empowering bystanders played a significant role. This national experiment in active bystandersh ip proved the efficacy of engaging ordinary citizens in preventing harm.
The Tenerife Airport Disaster: A Catalyst for Aviation Safety
Long before the "Friends" campaign, the aviation industry provided another crucial real-world application of active bystandersh ip. The devastating Tenerife Airport disaster in 1977, which resulted in 583 fatalities, remains the deadliest accident in aviation history. Investigations into the crash of two Boeing 747s revealed that crew members failed to question the captain’s actions due to his senior position. This incident underscored a critical breakdown in communication and a lack of active bystandersh ip within the cockpit.
In the wake of the Tenerife disaster and other near-catastrophes, the aviation industry developed Crew Resource Management (CRM). CRM is designed to mitigate accidents stemming from silence, deference, and communication failures by empowering copilots and other crew members to challenge unsafe decisions before they lead to disaster. This proactive approach, deeply rooted in active bystandersh ip principles, has become a cornerstone of modern aviation safety.
Beyond the Cockpit: Broader Applications
More recently, active bystandersh ip has permeated various sectors. Medical schools and nursing programs train healthcare professionals to intervene in potentially harmful situations. Colleges and universities, along with the military, utilize active bystandersh ip training to combat sexual assault. Law enforcement agencies are increasingly integrating these principles into their training regimens through programs like HEROES and the ABLE Project. Notably, over 450 law enforcement agencies, representing tens of thousands of officers, have adopted the ABLE Project’s methodology.
A Missed Opportunity in Corporate America
Given the demonstrable success of active bystandersh ip across diverse fields, the reluctance of corporate America to address this gap in their compliance programs is perplexing. Several factors may contribute to this inertia.
Social scientists identify "inhibitors"—psychological barriers such as fear of embarrassment, deference to authority, uncertainty, diffusion of responsibility, and the hope that someone else will act—that prevent individuals from intervening. Organizations, too, face their own perceived inhibitors when considering the implementation of active bystandersh ip programs. However, these obstacles are often more imagined than real. The medical profession, the aviation industry, educational institutions, the military, and law enforcement have successfully adopted these principles without insurmountable repercussions.
Charting a Path Forward
In Aronie’s view, active bystandersh ip represents both a significant gap and a profound opportunity within corporate compliance. Realizing this potential requires a thoughtful, holistic, and deliberate implementation strategy. Key elements of a successful active bystandersh ip program include:
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Clear Communication: Because active bystandersh ip can be easily conflated with reporting programs, transparent communication is paramount. Leaders must be engaged early, and employees should be thoroughly acclimated to the program’s philosophy and objectives before training commences.
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Defined Interventions: Training should equip employees with concrete, actionable strategies for intervening in various scenarios. This might include direct confrontation, seeking assistance from others, or documenting concerns.
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Reinforced Culture: Leadership must consistently champion the principles of active bystandersh ip, demonstrating commitment through words and actions. This fosters an environment where employees feel empowered and supported to act.
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Leadership Buy-in: Active bystandersh ip training is most effective when championed by senior leadership, who can model the desired behavior and allocate necessary resources.
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Empowerment and Support: Employees need to feel psychologically safe and empowered to intervene. This involves clear policies that protect those who act and accessible resources for guidance and support.
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Integration, Not Isolation: Active bystandersh ip should not be a standalone initiative but integrated into existing compliance training and operational processes.
None of these steps are overly complex or prohibitively expensive. However, they demand more effort than simply drafting a code of conduct, delivering a PowerPoint presentation, or establishing a hotline. Aronie’s extensive study of active bystandersh ip over more than a decade has convinced him that the investment in time, effort, and resources will yield returns manifold.
Conclusion
Reflecting on his career, Aronie can recall few significant investigations where a bystander employee was not in a position to prevent or at least mitigate non-compliant conduct. The potential impact of just one employee possessing the knowledge, skill, and willingness to intervene—to simply tap a colleague on the shoulder and suggest an alternative approach—is immense. For companies like Tom’s, such interventions could have dramatically altered outcomes, leading to smoother business operations and a more positive organizational climate. The smoother the journey, the less bumpy the ride.
