a case study on corporate fraud
Corporate Fraud and the Impact of Sarbanes-Oxley
May 9, 2005
Table of Contents
2.1 The Need for Corporate Governance
2.2 The U.S. Approach
2.2.1 Free Market
2.2.4 Management Compensation
2.2.5 How it Should Work
3. How Corporate Governance Was Abused And Why
3.1 What Happened at Enron and WorldCom
3.2 Why They Did It
3.2.1 Short-Term Problem
3.2.2 Pressure to Grow
3.2.3 Protect Their Wealth
3.3 Why They Thought They Could Get Away With It
3.3.1 The Board of Directors
3.3.4 Low Occurrence of Past Scandals and Mild Consequences
25 4. The Decision to Commit Fraud
4.1 Pre-SOA Model
4.2 The Sarbanes-Oxley Act
4.3 Post-SOA Model
“It was one of the world’s most admired companies, with a market capitalization of $80 billion. Today, it’s in bankruptcy” (Berardino 2001). The company is Enron, which filed for chapter 11 bankruptcy in December of 2001 (Hirsch 2001). Enron was the seventh-largest U.S public company with $100 billion in revenue in 2000. When Enron filed for bankruptcy, it reported $13.15 billion in debt, as well as $31.24 billion in debt when its subsidiaries were accounted for (Sender 2001). Most of this debt had been hidden from investors through complex accounting techniques. “Enron was viewed as a company that always made its numbers” (Norris 2001). However, it is clear that investors did not really understand how it was making its numbers. As new information has been revealed, it has become clear that the company became over leveraged and was able to hide its debt with the help of its external auditing firm Arthur Andersen. Enron used sophisticated financing vehicles known as Special Purpose Entities (SPEs) and other off-balance sheet structures to hide its debt from investors (Berardino 2001). Enron was able to increase its leverage (debt to assets) without having to report that debt on the balance sheet. However, the debt eventually caught up to the company and it could no longer pay its bills, causing it to file for bankruptcy. Enron’s bankruptcy has had far reaching consequences throughout the globe. Investors lost billions of dollars as Enron’s stock plunged. Enron employees alone lost approximately $1 billion worth of savings (Brennan 2003). Stockholders were basically out of luck in the bankruptcy proceedings and looked to lose everything they invested in Enron. As new corporate governance scandals have emerged, such as WorldCom and Adelphia, the need to examine corporate governance has amplified. But what is corporate governance? In the United States, Corporate Governance most often is referred to as “how to ensure the managers follow the interests of shareholders” (Vives 2000). As Vives points out, this can more generally be thought of as “ensuring that investors get a return on their money” (2000). It is assumed then, that what is in the best interest of shareholders is for them to get a return on their money. Since people most often choose to buy stock because of the potential for the stock price to increase, it follows that managers acting in the best interest of the shareholders would try to maximize the company’s stock price. The stock market generally reflects future expectations of profitability; a decision in the present will affect the stock price by how the market views the future effects of the decision. Thus, by making decisions that help the long-run health of the company, the present stock price will increase. Because of this relationship, the...
References: Allen, Franklin and Douglas Gale. “Corporate Governance and Competition.” Oct. 1998. As included in Corporate Governance by Xavier Vives.
Ascarelli, Silvia. “Companies Show Little Inclination to Disclose More.” The Wall Street Journal, Feb. 5, 2003.
Atkins, Paul. “Speech by SEC Commissioner: Recent Experience with Corporate Governance in the USA.” SEC.gov: June 26, 2003.
Berardino, Joe. “Enron: A Wake-Up Call.” The Wall Street Journal, Dec. 4, 2001.
Berton, Lee. “Information Please, Truthfully.” The Wall Street Journal, Aug. 22, 2002.
Bray, Chad and Christine Nuzum. “Ebbers Jury Seeks Documents as its Deliberations Commence.” The Wall Street Journal, Mar. 7, 2005.
Brown, Ken and Henry Sender. “When Rules Keep Debt Off the Book – Did Andersen Act Properly?” The Wall Street Journal, Jan. 18, 2002.
Burns, Judith. “Everything You Wanted to Know About Corporate Governance… …But didn’t know to ask.” The Wall Street Journal, Oct. 27, 2003.
“Costco’s Profit Short of Estimates.” The New York Times (Late Edition), Mar. 3, 2005.
Donaldson, William. “September 10: Donaldson’s Testimony Concerning Implementation of Sarbanes-Oxley Act.” RiskCenter.com: Sept. 10, 2003.
Emshwiller, John and Joann Lublin. “In Boardroom, ‘Independent’ Is Debatable.” The Wall Street Journal, Mar. 2, 2005.
Guerra, Jorge. “The Sarbanes-Oxley Act of 2002 and Evolution of the Corporate Governance Process.” Imaknowldege.org/sox, 2003.
Hennessey, Raymond. “IPO Outlook: IPO Price Setters Don’t Rely on the Prospectus.” The Wall Street Journal, Dec. 29, 2003.
Hirsch, Jerry. “Enron’s Collapses Uncovers Pitfalls of Hidden Debt.” Los Angeles Times, Dec. 23, 2001.
Jensen, Bob. “Enron’s Cast of Characters and Their Stock Sales.” Trinity University, 2003.
Jensen, Bob. Trinity.edu/rjensen/415wp/americanhistoryoffraud. Apr. 3, 2005.
Johnson, Carrie. “After Enron, a New Focus on Boards; Case Spawns a Number of Reform Proposals.” The Washington Post, Mar. 8, 2002.
Kamesam, Vepa. “Cadbury Committee on Corporate Governance.” Inaugural Address at ‘Governance of Banks and Financial Institutions’ at Administrative Staff College of India, Nov. 26, 2001.
Kirshnamurthy, Balaji. “Corporate Governance; The Naked Truth.” The Wall Street Journal, Oct. 27, 2003.
Krim, Jonathan. “Fast and Loose at WorldCom.” Washingtonpst.com, Aug. 29, 2002.
Leaf, Clifton, Doris Burke, Ellen Florian, Patricia Neering, Nicholas Varchaver. “Enough is Enough.” Fortune, Vol. 146, Issue 6: Mar. 18, 2002.
Lublin, Joann. “The Naked Truth: To Counter investor skepticism, some CEO’s are making public what was once considered private.” The Wall Street Journal, Oct. 27, 2003.
Macey, Jonathan and Geoffrey Miller. “Corporate Governance and Commercial Banking: A Comparative Examination of Germany, Japan, and the United States.” Stanford Law Review, Vol. 48, No. 1: Nov. 1995.
McGough, Robert and Pui-Wing Tam. “Bogle Urges Role in Corporate Governance.” The Wall Street Journal, Oct. 21, 1999.
“Milestones in UK Corporate Governance.” \MAN3MANIFESTReports, Nov. 16, 2004.
Mehta, Stephanie. “WorldCom’s Bad Trip.” Fortune, March 4, 2002.
Moberg, Dennis and Edward Romar. “WorldCom.” Markkula Center for Applied Ethics, 2003.
Morse, Dan. “Scrushy Trial May Hinge on Former Executives.” The Wall Street Journal, Mar. 7, 2005.
Morse, Dan. “Witness Says Scrushy Was Upset on Hearing of Shredding Glitch.” The Wall Street Journal, Mar. 4, 2005.
Nadler, David. “Don’t Ask, Don’t Tell.” The Wall Street Journal, Nov. 25, 2003.
Norris, Floyd. “Did Ken Lay Understand What Was Happening at Enron?” The New York Times, Nov. 16, 2001.
“Online Offerings.” The Wall Street Journal, Feb. 24, 2003.
Orr, Deborah. “Maxwell’s Ghost.” Forbes.com, Sep. 2, 2002.
Petruno, Tom and Thomas Mulligan. “Corporate Reform’s Baby Steps.” The Los Angeles Times, Jul. 27, 2003.
Schiesel, Seth. “Most WorldCom Directors Resign.” The New York Times, Dec. 18, 2002.
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