WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES
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WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES by Hrishikesh D. Vinod, January 27, 2002. (revised April 9, 2002) Professor of Economics, Fordham University, Bronx, New York Director: Institute of Ethics and Economic Policy E-Mail: Vinod@fordham.edu The paper can be read at Web page: www.fordham.edu/economics/vinod/cie/enron.htm ABSTRACT Many of us in the anticorruption community have been calling for better enforcement of “Conflict of Interest” provisions of existing laws, ban on shell corporations, especially those in money laundering havens. It is clear that if these had been followed, Enron fraud might have been detected and thousands of investors may have saved billions of dollars in losses due to Enron bankruptcy of December 2, 2001. Enron paid no taxes in four out of the last five years, had 5000 partnerships for shifting losses and debt off-balance sheet. It used fancy mark-to-market accounting devices to hide and defraud. Why various checks and balances failed in this case? Besides listing the various failures we indicate eleven groups of winners and six groups of losers. While it is fashionable to count Enron employees among losers due to their 401(k) losses, we argue that employees were also among bulk recipients in the mass transfer of wealth from investors. We include many specific policy proposals to promote transparency, curb corruption, and prevent various abuses. Since the so-called “Chinese Wall” regulations separating investment banking and other business of brokerages have failed, we call for a break-up of such brokerages. An Appendix includes the two cows joke updated for Enron. JEL Categories: G34, G28, D21, D43, D73, F36, M41 How Board of Directors Failed? The Enron board should have known of the massive fraud and losses. The outside or independent directors were very well paid and Enron also supported some charities near and dear to outside directors. For example Enron gave $600,000 to the University of Texas Anderson Cancer Center in Houston where John Mendelsohn and Charles A. Lemaistre are respectively current and past president. This meant that outside directors failed to be sceptical about management actions. On June 28, 1999 and on Oct. 12, 1999 the board approved a waiver of the company's conflict of interest rules to allow Andrew S. Fastow, the chief financial file:///C|/program files/qualcomm/eudora/attach/enron2.htm (1 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES officer, to set up private partnerships that would earn him $30 million. The authority to grant such exemptions represents a giant loophole and should be removed. Such authority should require a proxy vote by all shareholders. Good corporate governance depends on informed decision-making by the board. It appears that Enron management may have hidden critical information about accounting gimmicks and deception financial statements from the directors. How Lawyers Failed? The outside lawyers can check corporate misbehaviour. The law firm Vinson & Elkins failed in this. Moreover, the whistle blower Sherron S. Watkins had specifically asked not to use V&E due to conflict of interest. Yet, Enron asked V&E to review books and told Ken Lay that no widespread review was needed. Mr. Lay did unload 627,000 Enron shares at a high price. The Enron lawyers approved hundreds of improper transactions and partnerships. Attempted firing of attorney Joel Ephros by Enron executives shows that individual attorneys were systematically discouraged from challenging the deals. Mr. Mintz’s memo of May 22, 2001 to the CEO (Skilling) about Fastow’s conflicts of interest was ignored. How IRS, SEC and Energy Regulators failed? Transforming itself along the years from an operator of gas pipelines into an energy-trading pioneer, Enron could claim to be America's seventh-largest company in 2001, but that did not prevent it from avoiding the payment of income taxes in four of the last five years. Clinton’s treasury did object to monthly income preferred shares (MIPS) but did not convince the US Congress due to lobbying. It is a tax avoidance scheme, which enabled companies to mask the size of their debt. Enron used many tricks to hide its debt for a long time using mysterious partnerships. Enron was registering a $618 million third-quarter loss on Oct. 16, 2001 with the company value having declined by $1.2 billion. At the Federal Energy Regulatory Commission, Enron got a rule that exempted trading in electricity contracts from reporting requirements. There appears to be a conflict of interest here since the exemption built on a 1993 ruling by the futures commission that exempted energy trades. The chairwoman at the time was Wendy L. Gramm, the wife of Senator Phil Gramm. Large political donations allowed Enron to avoid all oversight. Lawrence Lindsey, the top Bush adviser was a former Enron consultant. He oversaw a study of the impact of Enron's problems. Enron pretended to espouse free markets when it suited its interests on the wholesale energy distribution side. On the energy production side Enron tried to force electric utilities to get out of generation business by law. The regulatory opportunism was practiced worldwide, especially in Latin America, and the regulators failed to notice it. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (2 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES How Employees Failed? It is surprising that most of the thousands of employees of Enron, including clerks working in accounting departments and various middle managers did not see that revenues and costs were in mismatch on such a massive scale. It appears that they were co-opted by lavish perks and the go-go greed of the Internet bubble of 1990’s. Two exceptions seem to be Sherron S. Watkins, who wrote to the CEO that company might “implode in a wave of accounting scandals,” and Maureen Castaneda, who brought proof of document shredding. Why did the employees not create an internal buzz about the existence of 5000 tax haven partnerships designed to hide something? Did Enron threaten the employees against speaking out in E-mails or web pages? There should have been many more employees who came forward, since their own 401(k) pension funds were invested in Enron stock. Ms. Cindy Olson, a trustee of 401(k) plans was aware of the problems and did nothing. Of course, 401(k) plans have tax advantages and Enron tried to maintain an air of secrecy and gave extra compensation to those involved with offshore partnerships, also known as special purpose vehicles (SPVs). Employees may have been threatened with dismissal if they dared to expose Enron. How accountants failed? Not willing to risk losing such a lucrative client as Enron, Arthur Andersen submissively signed off on deceptive earnings reports, and eventually blamed its lead Enron auditor, David Duncan, whom they dismissed on the charge of destruction of Enron-related files. Mark Zajac, a risk analyst at Anderson had sent E-mail on Oct 9, 2001 that there was “red alert” or risk of financial statement fraud at Enron and yet Anderson did not act. Enron’s chief financial officer (CFO) A. S. Fastow was also the general partner in many partnerships that lacked economic substance, but were vehicles to enrich executives. Arthur Levitt Jr., the former chairman of the Securities and Exchange Commission wanted to bar accounting firms from performing auditing and consulting work for the same client, but 13 US senators and 20 House members intervened to quash the plan. Since accountants’ Financial Accounting Standards Board (FASB) is funded and overseen by accounting firms and their clients, this creates a conflict of interest. Mark-to-market accounting: In 1997 Enron created Energy Services division to profit from the deregulation of electricity markets. Lou L. Pai, who sold $353 million in Enron stock, ran it. The entity was designed to use mark-to-market accounting technique which let them report profits when Enron signed a contract based on 10-year assumptions about future energy prices, energy use, etc. Its sales representatives got large cash bonuses and Enron reported large profits. The basic idea behind this type of accounting was to get banks to value their buildings closer to market prices. Here the asset in question was Enron stocks, not buildings. So called “Chinese Wall” requirements state that Wall Street firms receiving information in their capacity as investment bankers cannot be shared with other parts of the firm. The intent of this law obviously excludes information about serious accounting fraud by company. American file:///C|/program files/qualcomm/eudora/attach/enron2.htm (3 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES accounting firms advised Veba the utility company in Germany to not go forward with a 1999 merger with Enron due to accounting fraud; they failed to alert the investors about it. Special purpose vehicles (SPVs) including partnerships and shell companies are used to take debt and losses of the balance sheets. Many corporations including banks and insurance companies use SPVs, asset backed securities (ABS) and collateralised debt obligations (CDO). These vehicles can be abused and accounting practices have not kept pace with controlling them. If large multinationals like Citibank control banking, insurance and several other businesses, the manager of one entity may correctly think that they are selling risk through SPVs, CDOs, and ABSs, but the buyer of the risk may ultimately be Citibank itself. The accountants need new ways to make these stretched links transparent to the investors. How Financial Press, Specialized Stock Analysts and Rating Agencies failed? Fortune 500 list of largest American companies ranked Enron as No. 7 with $101 billion in revenue, although this because Enron included amount of transactions, rather than the profits. With proper accounting of basic facts Enron would had only $6.3 billion in revenue and should have been ranked 287th by Fortune. In March 2001, a sole article in Fortune by Bethany McLean questioned Enron’s finances. However, most of the rest of the financial investigative reporting did not discover any problems. Rosy scenarios about the future of Enron were invented and a multiplier effect was observed on stock prices as the stock analysts assumed that the rosy picture will continue forever. The press needs to learn the following lesson: During the speculative bubble economy, the business leaders start managing for the gratification of speculators and against the interests of the investors. A bond analyst Mr. Scotto at a French securities firm BNP Paribus, which had investment banking relation with Enron, lowered Enron’s rating from “buy” to “neutral” in his August, 23, 2001 research report. He even noted that Enron did not have hard assets. Enron complained about Mr. Scotto’s report, he was immediately demoted, put on family leave and fired on Dec. 5, 2001. The stock analysts (with John Olson as the only exception) were all bullish and even after the stock started to collapse, did not see the extremely weak fundamentals, let alone the coming bankruptcy. Since stock analysts' compensation is tied to investment banking deals, there is an obvious conflict of interest. It is not surprising that Goldman Sachs, Lehman Brothers, Salomon Smith Barney and UBS Warburg, etc. recommended Enron stock. A study by H. Hong of Stanford University and J. Kubik of Syracuse University of promotions at brokerage houses shows that bullish analysts are more likely to be promoted. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (4 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES Independent rating agencies Moody’s Investor Service, Standard & Poor's and Fitch retained “investment grade” rating for Enron up until just a few days before bankruptcy. They did not even notice great discrepancies between a company's reported earnings and its retained earnings. They also did not do adequate cash flow or debt equity analysis, which should have questioned why Enron was so cash starved in 2001. California public employees’ retirement system (CalPERS) recognized the conflicts of interest in partnerships at Enron by December 2000, but did not warn anyone about it. Thus a watchdog of shareholder rights failed to bark, perhaps because it too was co-opted by invitation to profit from Enron’s JEDI partnerships. Entities who profited from Enron. Sixty billion dollars lost by Enron investors in a pyramid investment scheme represented a massive transfer of wealth to all those who got paid by Enron and to those who cashed out before it was too late. It is the recipients of these billions who were the winners in this saga. In retrospect, many recipients of the Enron gravy train were getting hush money. 1) Employees of all foreign and domestic Enron units are the top winners. Most Enron employees also got lavish perks. Enron’s current and past top executives are obvious big winners. However, a large bulk of the cash and other benefits did go to rank and file employees of Enron and its contractors. Many might have been jobless earlier, if Enron was exposed sooner. 2) Enron auditors (Andersen), their employees and consultants. 3) Investors who sold their Enron stock soon for a profit. This is characteristic of a Ponzi scheme. Highlands Capital Management, with ties to Harvard University, bet that Enron stock would fall and profited to the tune of over $50 million. 4) Members of the board of directors of Enron and its affiliates, Investment bankers, their lawyers and accounting firms got very well paid. 4) Family members and friends of Enron executives got lucrative deals. For example, Enron CEO Ken Lay helped his son Mark and his sister Sharon. Similar treatment was given to the friends and family members of Enron board of directors. James Prentice, a Trustee of Enron’s 401(k) plans sold Enron stock worth about $1 million, while discouraging others from doing so. 6) The number of politicians paid off by Enron amount to 71 senators and 188 congressmen from both political parties. Some interesting people on the list include President Bush, members of investigative committee, Attorney General John Ashcroft, another Congressional investigator, Billy Tauzin, a ranking Republican on the Senate Banking Committee, Phil and Wendy Gramm. President’s top political strategist Karl Rove had recommended that Enron hire a Republican consultant. According to National Institute on Money in State Politics, Enron gave $1.9 million to more than 700 candidates in 28 sates since 1997 to achieve deregulation in 24 file:///C|/program files/qualcomm/eudora/attach/enron2.htm (5 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES states. Entire United States attorney's office in Houston received Enron money. Several politically connected individuals got Enron cash. Enron lobbied hard in UK and gave $52,000 to UK Labour party politicians. The largess to politicians allowed Enron to circulate its wish list to top decision makers. 7) Mr. Fastow and other Enron executives who managed 5000 Enron partnerships offered separate set of lucrative deals to banks, Wall Street firms and wealthy individuals. For example, stakeholders in a partnership named LJM2 were given detailed information denied to Enron shareholders. Since they received fantastic returns, nearly 100 Merrill Lynch brokerage firm’s executives invested their own personal cash totalling $16 million. For example, Joint Energy Development Investments (JEDI) returned 23 percent annually for its life, and a second JEDI was to return 194 percent annually. 8) The list of Enron consultants is large and includes several prominent economists, journalists, and lawyers. For example, Paul Krugman, before he worked as a columnist for the New York Times, got $50,000 for writing in Fortune magazine and Peggy Noonan of Wall Street Journal got around $40,000 for speech writing. 9) Some near bankrupt solar and wind power companies were bought for Enron’s pious campaigns for renewable energy to buy up liberal environmental constituency. Energy deregulation in 24 states will help consumers by bringing competition. 10) Some worthy charities such as museums and universities, especially in Texas, got Enron funds. University of Nebraska in Omaha got an endowed chair in Economics. University of Houston got two Ken Lay endowed chairs. There is an Anderson chair at the Florida State University and one planned at the University of Texas. 11) Cayman Islands and similar tax havens got business. Some 60 ‘phantom’ businesses were registered in Mexico. Some 140 were in the Netherlands to benefit from “Dutch sandwich” tax avoidance. Entities who lost. The victims of the Enron affair are as follows 1) Millions of investors worldwide lost some $60 billion. The losers include millions of mutual fund investors including widows and orphans. Florida’s State board of administrator’s pension fund lost $325 million. 2) Enron workers who lost their jobs and life savings. Enron workers were told by top executives that loyal workers should buy and hold Enron stock and were discouraged from diversifying their holdings. A bad timing of the change of retirement plan administrators meant that employees were barred from unloading any stock in their 401(k) accounts in late October and early November, just when the stock price crashed dramatically. 3) Enron claimed one life. J. Clifford Baxter, a former Enron Vice Chairman lost his life by suicide. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (6 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES 4) US Taxpayers as a whole lose when Enron abuses the tax code by clever accounting. There were other ways in which Enron exploited taxpayers. For example, Enron managed to bag $450 million from US taxpayers to underwrite its India investment. 5) Externalities: Accounting profession is discredited due to Enron. Investor confidence in the stock market and capitalism is eroded. If investors cannot believe the numbers published by major corporations, it will take decades to restore. For a while, Enron discredited making money the old-fashioned way by earning it honestly through voluntary buying and selling. Since the inability of greedy capitalists to regulate themselves is exposed, all will have to accept greater regulatory burdens. Large ($51.3 trillion) and global self-regulated complex derivative securities markets facilitate hedging, which permits shifting of business risk to credit-worthy outside party for a price. Enron used shell companies like Raptors (whose only asset was Enron stock) to hedge with itself to mislead investors. Expensive regulations are likely to impose additional costs on derivatives markets. Qwest communications overpaid for Enron’s fiber optic network and capacity and services and Enron overpaid on the contract in a swap deal in Sept. 2001 worth about $500 million despite the glut in fiber optic capacity. It was meant to lift revenues artificially to get accounting benefits for both companies. However, net revenues of Qwest did not benefit and Qwest shareholders lost in the swap. 6) Foreign Losers: India’s debt was downgraded by S&P on August 13, 2001 partly due to failure of Enron investment in India. The infrastructure project of electricity generation by importing liquefied natural gas (LNG) by ships from the Middle East dates back to June 1992. This was judged to be too expensive by the World Bank. Yet, by bribing Indian politicians, Enron convinced Maharashtra State to use LNG technology for Enron’s $5 billion investment in August 1994. This was untenable from the start and led to losses for Enron starting in year 2000. When faced with electricity rate hikes, not unlike the governor of California during the rolling blackouts of summer 2001, Maharashtra politicians refused to honour written contracts with Enron. This worsened the atmosphere for all foreign direct investment (FDI) in India. In the end, the corruption and the downgrade will hurt all Indians for years to come. Policy Changes and Corporate Governance In conclusion there is a plenty of blame to go around and American capitalism must wake up to fix the problems revealed by this case. It exposed the rich and powerful aristocracy in America is also capable of massive fraud. In support of eternal vigilance the anticorruption activists would hope to see the following reforms to prevent future Enrons. A similar failure of Oklahoma City bank called Penn Square needed a $4.5 billion federal bailout twenty years ago. It too had off balance sheet liabilities and lead to various congressional hearing, but they did not prevent Enron. 1) Financial Disclosure and Accounting Reforms: Ban SPVs (shell companies, partnerships) file:///C|/program files/qualcomm/eudora/attach/enron2.htm (7 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES and ban the “off balance sheet” transfers of corporate debt. Financial Action Task Force (FATF), international body against money laundering, has identified several countries that provide tax havens and money laundering services to criminals, terrorists and corporate swindlers who cheat ordinary investors. We suggest placing low limits on all financial transactions between public companies and banks or corporations in haven countries worth more than small amounts with full disclosure of even the small amounts. Ban loans to executives, which skew the intent in compensation disclosure rules. The disclosures of insider buying and selling of stocks should be reported within a week by the brokerage, which implements the transaction, as well as by the insider. Ban trust-preferred securities or monthly income preferred shares (MIPS) designed to hide debt and avoid taxes. These securities are debt for tax deduction of interest payments but appear as preferred stock of a subsidiary company leading to misleading balance sheets. All these abuses are involving subsidiary shell companies must be banned for preserving the integrity of financial disclosures. Accounting technique called “secured equity linked loans” (SELLs) link with equity prices and permit abuses which need to be closed. 2) Ban Auditors from doing consulting work for companies they audit. For better transparency auditors should grade the company A, B, or C, say, to reveal the quality of compliance with respect to the spirit not just the letter of generally accepted accounting practices (GAAP). For example, aggressive accounting would lead to a C grade. We need some quality control on audit reports to identify and solve problems before complaints are made. 3) Markets in asset backed securities and collateralised debt obligations need new regulations to prohibit their abuse. When public companies use such ABSs and CDOs, greater transparency is needed. Ban the use of derivative securities to inflate assets, which enabled Enron to increase its year 2000 assets from $2.2 billion to $12 billion. 4) Force greater simplicity and transparency in corporate financial reports. Material facts should be made available to investors in simple language. There should be limits on the use of footnotes designed to obfuscate and hide. All payments to employees by company stock including stock options should be counted as compensation expense at current stock prices as FASB has wanted, at least since 1997. We should ban all such gimmicks, which give false appearance of profitability. Whistle blowers who expose unethical conduct need financial incentives and real protections against reprisals and harassment. The public needs more information about analysts’ conflicted loyalties. 5) Ban mark-to-market accounting for intangible assets. Capitalized value of hypothetical future gains simply cannot be current profit. Require that auditors grade the company A, B, or C, say; to reveal the quality of compliance with respect to the spirit not just the letter of generally accepted accounting practices (GAAP). 6) To prevent management from hiding critical information from the board, provide for a secure, possibly anonymous channel of communication between the board and employees/ shareholders. This channel should be well advertised with bold links on the Company’s web page provided. The independent members should be two-thirds or more of the board and should meet at least once a year without the CEO and upper management representatives. To align the interests of owners and the board members, it may be useful to pay them in stock options with file:///C|/program files/qualcomm/eudora/attach/enron2.htm (8 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES vesting periods of five or more years. SEC should blacklist directors of bankrupt companies, especially if negligence is discovered. Once a director is found to have permitted deception in any public company he or she should be blacklisted and prohibited from serving on the board of directors of any other company for say five years. The members of the board who serve on audit committees should be blacklisted for failure to check on auditors. Independent board members should be truly independent. Require shareholder approval of granting of stock options to top executives. Ban large loans between outside directors and corporations leading to conflicts of interest. (e.g., loan to Mr. Musser of Tyco). 7) Divestiture: Bring back Glass-Steagall Act mandating separating of lending and investment banking repealed in 1999. Break up large Merrill Lynch, Citibank type banks and brokerage houses into two separate entities (a) brokerage account management and research on companies, and (b) investment banking. There is massive conflict of interest between the two activities and “Chinese Wall” regulations have failed to protect investors. In fact the “Chinese Wall” has supported the current culture of “Don’t ask, don’t tell” at Wall Street firms. Since private companies like Enron cannot be forced to use Enron critics as investment bankers to sell Enron stock or partnerships, break up seems to be the only solution to this fundamental conflict. Merrill Lynch’s investment banking chief David Bayly, vice chairman Thomas Davis, chief of the energy investment banking Schuyler Tilney, among others, invested their own money in Enron partnerships. These raise important conflict of interest, privacy and disclosure issues implying that the break up would have to be followed by vigilance. Citigroup Inc. lent money to troubled Enron Corp. in October 2001, hedged its own bets with credit-linked notes and pitched Enron bonds to clients at the same time. Eliot Spitzer, New York State Attorney General has accused Merrill Lynch (April 9, 2002) of biased and distorted stock recommendations and released internal e-mails. One e-mail from Oct. 9, 2000 said “we bend backwards to accommodate [investment] banking,” another said “breaking the link between writing and rating [investment instruments] is a partial solution but I think the issue is much deeper”. Still another e-mail of Nov. 16, 2000 complaining about sacrificing retail investors at the cost of corporate clients said “John and Mary are losing their retirement because we don’t want Todd to be mad at us”. Enron entity called LJM2 had such attractive returns (212% in 3 months) that Merrill raised $394 million when Enron was seeking only $200 million in 1999. The investors were select clients of Merrill and included unexpected names like Arkansas Teacher Retirement System ($30 mill.), Institute of Advanced Study in Princeton ($5 mill). A divestiture proposed here would have generated a more public announcement of investment opportunity and a probe into the true nature of LJM2. An example of how Enron was able to intimidate analysts follows. Mr. Chung Wu of UBS Paine Webber wrote the opinion to take some money off the table by selling Enron stock at $36.88 on August 21, 2001. Mr. Patrick Mendenhall of Paine Webber wrote back to Enron that Paine Webber continues to have buy recommendation and fired Mr. Wu in less than three hours on that day. Such intimidation will be exposed under divestiture. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (9 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES CSFB (Credit Suisse First Boston) executives Laurence Nath and Sominic Capolongo were directors of Atlantic Water Trust (Enron off-balance sheet entity). If divestiture proposed here was made before Enron collapse, Enron’s bankers (Citibank, J.P.Morgan, Credit Suisse) would not have faced lawsuits accusing them of participating in phony transactions to defraud investors. 8) Curb worldwide corruption. Curbing political corruption requires campaign finance reform, enforcement of rules requiring disclosure of contacts between lobbyists and decision makers. The 1977 foreign corrupt practices act (FCPA) needs more teeth with explicit punishments for indirect paying of bribes through lawyers and consultants acting as intermediaries. Acknowledgment: I have benefited from reading various articles in the New York Times, Financial Times and Wall Street Journal. Special thanks to Monica Voitovici for summarizing Stevenson and Gerth’s January 20 article in the New York Times, which started this paper. Appendix 1: Two Cows joke updated for Enron: Under feudalism, you have two cows. Your lord takes some of the milk. Under fascism, you have two cows. The government seizes both, hires you to take care of them and sells you the milk. Under communism, you have two cows. You must take care of them, but the government owns all the milk. Under capitalism, you have two cows. You sell one and buy a bull. Your herd multiples; you sell out, invest the money and retire on the income. With Enron, you have two cows. You borrow 80% of the forward value of the two cows from your bank, then buy another cow with 5% down and the rest financed by the seller on a note, bearing interest at twice the prime, callable if the market cap of your publicly listed company, whose stock you've put up as collateral, goes below $20 billion. You sell the three cows to your publicly listed company, using letters of credit opened by your brother-in-law at a second bank, then execute a debt/equity swap with an associated unit, so that you get four cows back, plus a tax exemption for five cows. To continue: The milk rights of six cows are transferred via an intermediary to a Cayman Islands firm secretly owned by the majority shareholder, who sells the rights to seven cows back to your listed company. The annual report trumpets that the company owns eight cows, with an option on one more. All of the above transactions are cheerfully blessed by your independent auditors, who, of course, served as consultants on said transactions, but only after the fact. You're all set now to disclose, via press release and conference call with analysts, that Enron, a major owner of cows, will begin trading cows over the Web. Analysts proclaim Enron the prototypical New Economy Company, bull the shares to the moon, enabling you to sell huge gobs of the stock and use part of the proceeds to buy a top-of-the-line shredding machine. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (10 of 11) [5/2/2002 11:31:07 AM]
WINNERS AND LOSERS IN MULTIPLE FAILURES AT ENRON AND SOME POLICY CHANGES Appendix 2: Famous quote on Enron: Rep. James Greenwood, R-Pa., the oversight and investigations subcommittee chairman said to David Duncan, Andersen's lead auditor “Enron robbed the bank. Andersen provided the getaway car. And some say you were at the wheel” reported on Jan. 24, 2002. Appendix 3: Enron and the English Language: Enronitis (noun) is an affliction. Companies need to vaccinate against this. Enronian (Adj.) companies means those afflicted by Enronitis. de-Enronize (verb). A company can de-Enronize itself by better disclosure of financial information, by restating earnings, by bringing back the off-the-book transactions to current balance sheet. file:///C|/program files/qualcomm/eudora/attach/enron2.htm (11 of 11) [5/2/2002 11:31:07 AM]
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