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What
Corporate Cleanup?
BusinessWeek.com
JUNE 17, 2002
Just four months ago, bipartisan outrage over Enron's shady
dealmaking and Arthur Andersen's lax auditing practices raised
hopes that Washington was on the verge of a sweeping overhaul of
Corporate America's financial practices. Subpoenas flew, and for
a time, CEOs, corporate lawyers, accountants, and Wall Street
financiers lined up to testify on Capitol Hill. But now the drive
for post-Enron legislative reforms is stalled, victim of
Presidential indifference, Republican hostility, fierce business
lobbying, and disorganization among reform-minded Democrats.
The paralysis comes despite a steady stream of unsettling news
from boardrooms that is sapping investor confidence. Almost
daily, investors have been stunned by abrupt CEO departures,
earnings restatements, and Securities & Exchange Commission
investigations of corporate highfliers. Revelations that Wall
Street analysts and traders have put their own interests above
those of their clients have made things even worse. With the
corporate crime wave showing no signs of abating and Washington
gridlocked, investors who normally would be plunging back into
the stock market by now are sitting it out.
Clearly, Washington has dropped the ball. Early on, lawmakers
offered up more than 50 ways to prevent another Enron, such as
banning accounting firms from performing consulting services for
audit clients, requiring companies to deduct the cost of stock
options from earnings, and capping the amount of company stock in
employee 401(k) plans. But no bills have made it past both houses
of Congress, and the outlook for legislation reaching the
President is grim. "If there is no real progress on serious
reform," says Felix G. Rohatyn, former managing director of
Lazard LLC, "it will just perpetuate this cloud that is hanging
over the securities markets."
There has been scant leadership from a White House preoccupied
by the war on terrorism and by global hotspots. President Bush
has said little publicly since a White House task force in March
produced a 10-point plan that called for more timely disclosure
of financial information, more accountability to shareholders,
and stronger board oversight of auditors. And Bush's conservative
economic advisers remain convinced that many reforms would do
more harm than good. "We [need] better transparency, better
accountability, and improved governance," says chief White House
economist R. Glenn Hubbard. "Beyond that, there's not really a
role for government."
That view is widely shared by Hill Republicans. But to avoid
Democratic charges of complacency, the House GOP has pushed
through bills that adopt the rhetoric of reform but mandate few
meaningful changes. And while many Senate Democrats favor
stronger steps, they lack the votes to propel them to passage.
"It is becoming increasingly clear that we may not get real
reform," frets Senator Jon S. Corzine (D-N.J.).
Yet there's more to Congress's weakening resolve than
gridlock. Corporate and accounting industry reps, for instance,
have mounted a sophisticated lobbying blitz to bottle up
Democratic measures that would force a separation of auditing and
consulting and establish an accounting oversight board with
teeth. At the grassroots level, thousands of CPAs, organized by
the American Institute of Certified Public Accountants, have
flooded lawmakers with faxes, e-mails, personal visits--and
money. The profession has given $4 million in campaign
contributions so far in the 2002 election cycle. Top recipients
include members of the Senate Banking and House Financial
Services panels, which have jurisdiction over accounting. All
told, 75% of lawmakers got money from the green-eyeshade
brigade.
The CPAs have succeeded in watering down reform in the House
and are now homing in on the Senate. Banking Committee Chairman
Paul Sarbanes (D-Md.) has had trouble getting his Senate panel to
approve a tough bill that would give a new oversight board the
right to set audit standards and discipline errant accountants.
It would also ban auditors from most consulting services and
require firms to rotate the lead partner on an audit every five
years. But prospects are dim.
Orchestrating the counter-reformation is Texas GOP Senator
Phil Gramm, whose wife, Wendy, sits on Enron Corp.'s board. On
May 16, Gramm met with 30 corporate and accounting lobbyists to
plot strategy and get their members to contact lawmakers. Later
that day, Sarbanes began receiving faxes from Maryland-based
CPAs. Clifton Gunderson LLP, a Timonium (Md.) CPA firm, fired off
a fax saying: "Congress should consider proposals that will
promote economic recovery, not enact legislation that inhibits
it." That language comes directly from the AICPA call to
action.
So far, the business lobby has overpowered pro-investor
voices. Consumer groups, the AARP, and Common Cause support
reforms. But they either lack muscle or are unwilling to devote
resources to fight business. The vacuum has prompted Vanguard
Group founder John C. Bogle to start the Federation of Long-Term
Investors, a shareholder-rights group including Warren E. Buffett
and other prominent investors. A strong accounting oversight
board is a top priority. "Our capitalistic system is in peril,"
says Bogle.
While the reform drive in Washington has largely stalled, the
private sector is mustering a response to the market's demand for
a cleanup. Dozens of corporations have fired consultants
affiliated with their audit firm, and at least 18 companies have
adopted shareholder proposals to make the split permanent.
Boards, meanwhile, are strengthening their audit and compensation
committees with directors who have no ties to management, acting
in advance of proposed new stock exchange rules. "We are seeing
the beginning of a cultural shift in corporate governance," says
William B. Patterson, director of the AFL-CIO's Office of
Investment.
That shift is getting a push from the SEC. Chairman Harvey L.
Pitt leaned on the markets to shape up governance rules. He's
calling for shareholder approval of all stock option plans. And
if Congress doesn't establish an accounting oversight board,
he'll propose his own version--although it won't be able to
subpoena records. But Pitt's main achievement has been a
crackdown on accounting abuses. In the first quarter of 2002, the
SEC opened 64 financial-reporting cases, more than twice the
number in the 2001 quarter.
Still, Pitt has made many missteps, undercutting investor
confidence. While the SEC pressed for new rules to address stock
analyst conflicts, the agency played catchup with New York
Attorney General Eliot Spitzer's probe of Merrill Lynch & Co.
And other states are capitalizing on Washington's inaction. Pitt,
a Washington lawyer who represented the Big Five firms, has also
been criticized for meeting with former clients and other
companies under SEC scrutiny.
The lack of strong, visible leadership on accounting and
market reforms in Washington has left investors wondering what
sort of shield they'll have against the next wave of corporate
abuses. The drumbeat of SEC investigations only serves to scare
investors away from the market. And as long as Washington
dithers, investors don't have any reassurance that the corporate
numbers game will end soon. "We need a restoration of trust from
every entity," including government, says Byron R. Wien, senior
investment strategist at Morgan Stanley. But as George W. Bush
once observed, trust is not a commodity in great supply in
Washington these days.
By Amy Borrus, Mike McNamee and Paula Dwyer, in Washington,
and with Marcia Vickers and David Henry in New York
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