[toeslist] Corporate America's crisis of confidence

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Jun 15, 2002, 1:15:17 AM6/15/02
System Failure
Corporate America has lost its way. Here's a road map for restoring
Monday, June 24, 2002
By Joseph Nocera

Goldman Sachs CEO Hank Paulson is not a touchy-feely guy. Even by
Wall Street standards, he's fairly buttoned down. But the daily
drumbeat of news about horrifying corporate behavior would get to
anyone--and it's clearly getting to Paulson. "In my lifetime,
American business has never been under such scrutiny, and to be
blunt, much of it deserved,'' he said in a recent speech. To FORTUNE
he added, "You pick up the paper, and you want to cry.''

You sure do. Every day, it seems, a new scandal bursts into public
view. Bankrupt Kmart is under SEC investigation for allegedly cooking
the books. Adelphia's founding family is forced to resign in disgrace
after it's revealed that members used the company as their own
personal piggy bank, dipping into corporate funds to subsidize the
Buffalo Sabres hockey team, among other things. Former telecom
behemoths WorldCom, Qwest, and Global Crossing are all being
investigated. Edison Schools gets spanked by the SEC for booking
revenues that the company never actually saw. Dynegy CEO Chuck Watson
denies that his company used special-purpose entities to disguise
debt a la Enron--until the Wall Street Journal reports that, lo and
behold, the company does have one, called Project Alpha. (Watson has
just stepped down.) Most recently, of course, Tyco CEO Dennis
Kozlowski resigns after informing his board that he is under
investigation for evading sales tax on expensive artwork he
purchased. Kozlowski has since been indicted--but even before the
most recent disclosures, Tyco's stock was pummeled by the widespread
suspicion that it used accounting tricks to boost revenues (a claim
the company has consistently denied).

Phony earnings, inflated revenues, conflicted Wall Street analysts,
directors asleep at the switch--this isn't just a few bad apples
we're talking about here. This, my friends, is a systemic breakdown.
Nearly every known check on corporate behavior--moral, regulatory,
you name it--fell by the wayside, replaced by the stupendous greed
that marked the end of the bubble. And that has created a crisis of
investor confidence the likes of which hasn't been seen since--well,
since the Great Depression.

Even Harvey Pitt and Bill Lerach, who are poles apart on most issues,
agree on this point. "I'm really afraid that investor psychology in
this country has suffered a very serious blow," says the
controversial Lerach, the plaintiffs attorney best known as the lead
counsel representing Enron's beleaguered shareholders. SEC Chairman
Pitt, who made his name defending big corporations, concurs: "It
would be hard to overstate the need to remedy the loss of
confidence,'' he said at a recent conference at Stanford Law
School. "Restoring public confidence is the No. 1 goal on our

Declining investor confidence is not the only reason the stock market
is hurting, of course. (The S&P 500 is down 10% so far this year,
while the Nasdaq has fallen 20%.) For one thing, the world is an
unsettling place right now, with Pakistan and India busy saber
rattling, the Mideast in turmoil--and the threat of more terrorist
attacks on U.S. soil very much in the air. For another, stocks remain
high by historical standards: Even with a 20% drop since its peak in
March 2000, the price/earnings ratio for the S&P 500 is still 29,
compared with the norm of 16.

Despite the constant reports of misconduct, investors can't cast all
the blame for the market's troubles on the actions of CEOs and Wall
Street analysts--much as they might like to. There was a time not too
long ago when everyone, it seemed, was day trading during lunch
breaks. As Gail Dudack, chief strategist for SunGard Institutional
Brokerage, puts it, "A stock market bubble requires the cooperation
of everyone."

Still, the unending revelations--and the high likelihood that there
are more to come--have underscored the extent to which the system has
gone awry. That has taken a toll on investors' psyches. According to
a Pew Forum survey conducted in late March, Americans now think more
highly of Washington politicians than they do of business executives.
(Yes, it's that bad.) A monthly survey of "investor optimism"
conducted by UBS and Gallup shows that the mood among investors today
is almost as grim as it was after Sept. 11--and has sunk by nearly
half since the giddy days of late 1999 and early 2000. Similarly, the
average daily trading volume at Charles Schwab & Co.--another good
barometer of investor confidence--is down 54% from the height of the
bull market. "People deeply believed, as an article of faith, in the
integrity of the system and the markets," Morgan Stanley strategist
Barton Biggs wrote recently. "Sure, it may at times have seemed like
a casino, but at least it was an honest casino. Now many people are
questioning that basic assumption. Are they players in a loser's
game?" Investing, notes Vanguard founder John C. Bogle, "is an act of
faith." Without that faith--that reported numbers reflect reality,
that companies are being run honestly, that Wall Street is playing it
straight, and that investors aren't being hoodwinked--our capital
markets simply can't function.

Throughout history, bubbles have been followed by crashes--which in
turn have been followed by new laws and new rules designed to curb
the excesses of the era just ended. After the South Sea bubble in
1720, points out Columbia University law professor John Coffee, the
formation of new corporations was banned for more than 100 years. In
the wake of the 1929 Crash--and the subsequent discovery that
insiders had used their positions to skim millions from the market--
dramatic reforms were enacted, including the creation of the SEC, the
passage of the Glass-Steagall Act separating banks from investment
houses, and the outlawing of short-selling by corporate officers.

Is the situation today as dire as it was in 1929? Of course not. But
it is serious--serious enough that real reform is once again needed
to restore confidence in the system. Already there has been a flood
of proposals, which range from the good to the not-so-good. For
instance, the New York Stock Exchange's recently announced plan to
strengthen boards of directors has been widely lauded--praise, we
believe, that is quite deserved (see item 5). If enacted, the NYSE
reforms will help prod boards to finally act in the interest of
shareholders--which, after all, is supposed to be their job.
Similarly, the SEC's decision to crack down on Edison Schools sends
an enormously important signal. Money that was going to pay, say,
teachers' salaries was being booked by the company as revenue--even
though the money never actually flowed through Edison. Believe it or
not, Edison's accounting abided by Generally Accepted Accounting
Principles, or GAAP. In going after Edison, the SEC was saying that
simply staying within GAAP is no longer good enough--not if the
spirit of the rules is being violated, as was clearly the case with

On the other hand, the tepidness of some other reform ideas is
disheartening. Sure, New York attorney general Eliot Spitzer
extracted $100 million from Merrill Lynch for its analysts' abuses,
but he didn't do anything to change the system that allows analysts
to participate in investment-banking deals. And Harvey
Pitt's "solution" to the analyst problem--that analysts be forced to
sign a statement saying their pay was not contingent on how they
rated a particular stock--would be laughable if it weren't so tragic.
Meanwhile, one of the NYSE's most notable proposals--that option
grants be approved by shareholders--is already being opposed by the
Business Roundtable. Don't America's business leaders understand how
corrosive their egregious pay packages are to fundamental faith in
the system? This sends precisely the wrong signal.

What follows is our own package of reforms for cleaning up the system
and restoring investor confidence. We do not claim that they are the
most politically palatable ideas, or the most likely to be adopted in
the short term. In some cases--as with our proposed reforms for Wall
Street analysts and IPOs--they're quite radical. To which we say: So
be it. There are times that cry out for radical reform. We are living
in one of those times.

1. Earnings--Trust but Verify
When it comes to reporting earnings, U.S. companies have about as
much credibility these days as the judges of Olympic figure skating.
So how do you begin to restore investor confidence post-Enron, post-
Tyco, post-you-name-it? By having companies state profits in a way
that is more meaningful and less subject to manipulation. It's not as
hard as it sounds.

First, get rid of the absolute funniest numbers--the so-called pro
forma earnings companies use to divert attention from their real
results. We're talking about things like adjusted earnings, operating
earnings, cash earnings, and Ebitda (earnings before interest, tax,
depreciation, and amortization). If companies want to tout such
random, unaudited, watch-me-pull-a-rabbit-out-of-my-hat figures in
their press releases, well, fine. But investors should immediately be
able to compare these figures with full financial statements prepared
in accordance with Generally Accepted Accounting Principles (GAAP)
rather than have to wait 45 days or more for the company's SEC

True, GAAP earnings aren't perfect. They, too, can--and must--be
improved. Right now, for instance, they don't reflect the real cost
of stock options. It's past time to make this happen, no matter how
much Silicon Valley screams.

Next, stop the abuse of restructuring charges. The cost of things
like plant closings and lay-offs is just part of doing business and
should count as an operating expense, not as a special one-time
charge. Plus, companies too often set up a reserve to cover
restructuring costs, then later quietly shift some of that money back
into profits. If that happens, investors ought to know about it. The
SEC should make sure they do.

Another favorite accounting trick that has to go: the use of
overfunded pension plans to boost income. Standard & Poor's, in its
newly formulated "core earnings'' measure, excludes pension income
altogether, while including any pension costs. That's not a bad
solution, since pension expenses are real, but a company can get its
hands on pension income only by dissolving the plan, distributing
benefits, and then paying ridiculously high taxes on the remaining
money. At the very least companies should be forced to recognize the
actual gains and losses of their pension plans--not simply estimate
them based on prior years' returns.

None of this will make one iota of difference unless companies adhere
to the spirit of accounting rules, not just the letter. Here's one
way to help make sure that happens: Donn Vickrey, executive vice
president of Camelback Research Alliance, thinks auditors shouldn't
just sign off on clients' financial statements. They should also have
to grade the quality of their earnings. A company that was
ultraconservative in its accounting would get an A, while one that
arguably complied with GAAP but used aggressive accounting tricks
would receive a D. "Companies would then be under pressure to not
just make their numbers but also get the highest-quality ratings,''
Vickrey says. Sure, auditing firms might then be under pressure to
inflate grades. But earnings will never mean anything anyway if
auditors remain pushovers.
Jeremy Kahn

2. Rebuild the Chinese Wall
Here's the single most important fact about securities research at
the big Wall Street firms: It loses money. Lots of money. According
to David Trone at Prudential Financial, the typical giant brokerage
firm spends $1 billion a year on research. But big institutional
investors--the clients--only pay about $500 million in trading
commissions in return for research. (Historically research has been
paid for with trading commissions.) And if you want to understand why
research became so corrupted during the late, great bubble--and so
tied to investment banking--that's the reason. By serving as an
adjunct of their firm's investment bankers, research analysts were,
in effect, attaching themselves to a huge profit center.
Participation in banking deals is why analysts felt justified
commanding seven-figure salaries--and why bankers (and companies for
that matter) felt justified in demanding that analysts say only nice
things in their research reports to investors. As a respected
research analyst puts it, "Corporations are indirectly subsidizing
research on themselves because they pay the banking fees that pay for
what is called objective research."

When analysts first started participating openly in dealmaking some
30-odd years ago, they were said to have "jumped the wall"--a
reference, of course, to the Chinese wall that was supposed to
separate analysts from investment bankers. Today nobody uses that
phrase. Why would they? There is no Chinese wall anymore.

We should know by now that research with integrity is simply not
possible without a Chinese wall. But the most common reform proposal
being kicked around--that researchers should not be paid directly for
their investment-banking work--doesn't go nearly far enough in
resurrecting it. It's way too easy to get around. Still, there is a
surprisingly simple fix: Enact a regulation that forbids analysts
from being involved in banking deals, period.

Think about it for a second: Why are analysts involved in deals in
the first place? The standard answer you get from Wall Street is that
they are there to protect investors. They are supposed to "vet" deals
on behalf of the investing public--and if they think an IPO doesn't
pass the smell test, they are supposed to have the power to force the
firm to pass on it. But we all know that is not how it works in
reality--if it ever did. In fact, analysts serve as a marketing tool,
implicitly (and sometimes explicitly) promising favorable coverage if
their firm is allowed to underwrite the deal.

Under our proposal, investment bankers will have to do their own
vetting, something they're perfectly capable of handling, thank you
very much. Having been shut out of the banking process, the analyst
will be able to evaluate the company only after it has gone public--
when he can make his own decision about whether to cover it. Indeed,
shut out of banking, analysts will once again serve only one master:
the investor.

How will analysts earn their seven-figure salaries--and how will the
big firms make money on research? We don't know--but we don't really
care. Fixing their broken business model is the brokerage industry's
problem, not ours. It's possible that analysts will have to take big
pay cuts. More likely brokerage firms will have to make a choice:
Either openly subsidize research--on the grounds that it offers value
to the firm's clients--or shut down their research operations and
leave serious securities analysis to dedicated research boutiques
like Sanford Bernstein or Charles Schwab, which is trying to set up a
system to provide objective research for small investors. Either way
we'll be better off than we are now, getting research we can't trust
from analysts mired in conflicts of interest.
David Rynecki

3. Let the SEC Eat What It Kills
For months it has been the underlying question--surfacing with the
Enron collapse, and again with Global Crossing, and again with Kmart,
and again with the scandal over Wall Street research: Where the heck
is the SEC? Where is the watchdog?

The answer, certainly, is MIA.

As any careful newspaper reader can tell you, the Securities and
Exchange Commission has launched one probe after another in recent
months. (Indeed, the rate of new investigations from January to March
was double that of the first quarter of 2001.) But the agency's
enforcement staff is stretched so thin that many of the
investigations are likely to fall by the wayside. It sounds like a
parable from Sun Tzu: An army that is everywhere is an army nowhere.

Consider the SEC's mandate as sheriff of Wall Street. The agency by
law is charged with reviewing the financial filings of 17,000 public
companies, overseeing a universe of mutual funds that has grown more
than fourfold (in assets) in the past decade, vetting every brokerage
firm, ensuring the proper operation of the exchanges, being vigilant
against countless potential market manipulations, insider trading,
and accounting transgressions--and investigating whenever anything
goes wrong. Yet as the $12 trillion stock market becomes ever more
complex, the SEC hasn't been given enough resources even to read
annual reports. Seriously. One of the agency's chief accountants
admitted in a speech last year that only one in 15 annual reports was
reviewed in 2000. Take your guess on Enron.

How many lawyers, you ask, does the SEC have to study the disclosure
documents of 17,000 public companies? About 100, says Laura S. Unger,
the commission's former acting chairwoman. The number of senior
forensic accountants in the enforcement division--the kind of experts
who can decipher Enron's balance sheets--is far fewer than that. And
as if that isn't bad enough, staffers are leaving in droves. The
reason is a familiar one: money. Forget about how poor civil service
pay is compared with that of the private sector. The SEC's attorneys
and examiners are paid 25% to 40% less than those of even comparable
federal agencies, like the FDIC and the Office of the Comptroller.

Employee turnover is now at 30%--double the rate for the rest of the
government. Which means that in three years or so, virtually the
whole staff will be replaced. President Bush actually signed into law
a bill that would give SEC regulators pay parity with their federal
counterparts, but then Congress didn't bother to fund the raise in
its annual appropriations. In the meantime the SEC is left with worse
vacancy rates than the Ramallah Hilton.

The strangest part of the story, though, is that the money is already
there. Remember those corporate filings? Well, the SEC took in more
than $2 billion in processing fees last year--almost five times its
entire annual budget. A single company's registration fee, such as
that for Regal Entertainment ($31,740), which went public in May,
could nearly pay the annual salary for a junior examiner. These
dollars, according to the Securities Act of 1933, are supposed to
recover the costs related to securities registration
processes, "including enforcement activities, policy and rulemaking
activities, administration, legal services, and international
regulatory activities." They don't. Congress diverts the money to
other uses instead. Think of it as an expensive toll bridge in
disrepair--and the dollars we drivers are handing over for roadway
paving and safety inspections are being used for something else
entirely, like the National Archives (which, by the way, is growing
its staff at twice the rate of the SEC).

"Investors and corporate filers are paying way over and above the
cost of regulation, and they're not getting it," says
Unger. "Congress seems to see the money as an entitlement." A recent
law (the same one, in fact, that authorized pay parity) will bring
the fees sharply down starting in October, but even so there is
plenty of money to fund a comprehensive regulatory program--one that
brings in enough stock cops to make Wall Street safe for investors
again. The cost of not funding the SEC is more disasters like Enron.
You do the math.
Clifton Leaf

4. Pay CEOs, Yeah--But Not So Much
Before they stumbled, they cashed in. Enron's Jeff Skilling made $112
million off his stock options in the three years before his company
collapsed. Tyco's Dennis Kozlowski cashed in $240 million over three
years before he got the boot. Joe Nacchio, who's still in charge at
Qwest but has left investors billions poorer, made $232 million off
options in three years.

If you're looking for reasons corporate America is in such ill
repute, this kind of over-the-top CEO piggishness is a big one.
Investors and in some cases employees lost everything, while the
architects of their pain laughed all the way to the bank.

The funny thing is, we asked for it. "Pay for performance" was what
investors wanted--and to a significant extent, got: For the first
time in memory, CEOs' cash compensation actually dropped in 2001, by
2.8%, according to Mercer Human Resource Consulting. The value of top
executives' stock and options holdings in many cases dropped by a lot
more than that.

But while CEO pay has become more variable--and study after study has
shown it to be more closely linked to company performance than it
used to be--it has also grown unspeakably generous. Fifteen years ago
the highest-paid CEO in the land was Chrysler's Lee Iacocca, who took
home $20 million. Last year's No. 1, Larry Ellison of Oracle, made
$706 million.

There are a lot of complicated, difficult-to-change reasons for this.
Some are addressed in the next item, on corporate governance (see
also "The Great CEO Pay Heist" in fortune.com). Some may be
insoluble. In any case, we're probably due an acrimonious national
debate over just what a CEO is worth. But for now, here's a
straightforward suggestion: Force companies to stop pretending that
the stock options they give their executives are free.

It's probably safe to say that Oracle's board would never have paid
Larry Ellison $706 million in cash or any other form that would have
to show up on the company's earnings statement. All that money
(Ellison didn't get a salary last year) came from exercising stock
options that the company had given him in earlier years. And because
of the current screwed-up accounting for stock options, Oracle's
earnings statement says that Ellison's bonanza didn't cost the
company a cent.

Options are by far the biggest component of CEO pay these days.
Virtually all of the most eye-popping CEO bonanzas have come from
options exercises. While it is sometimes argued that options are
popular because they link the interests of executives with those of
shareholders, there are other, possibly better ways to do that--
outright grants of stock, for instance--that don't get used nearly as
much as options because they have to be expensed.

Do the markets really have trouble seeing through this kind of
financial gimmickry? Are boards really so influenced by an accounting
loophole? In a word, yes. "Anybody who fights the reported-earnings
obsession does so at their own peril," says compensation guru Ira Kay
of the consulting firm Watson Wyatt. So let's make companies charge
the estimated value of the options they give out against their
earnings, and see if the options hogs are up to the fight.
Justin Fox

5. Fire the Chairman of the Bored
Normally, if you ask Nell Minow what's wrong with corporate boards,
you get an earful. As a longtime shareholder activist and founder of
the Corporate Library, an online newsletter covering corporate
governance, Minow has been one of the most vocal and acerbic critics
of American boardrooms. But earlier this month she was
uncharacteristically chipper on the subject. "Today I'm just going to
be happy," she demurred when asked to go over her usual gripes about

What had Minow in such a good mood? A 29-page report released by the
New York Stock Exchange on June 6, proposing sweeping reforms to the
rules governing the boards of its listed companies. The reforms won't
go into effect until later this summer, when the NYSE's own board is
expected to approve them. Once that happens, companies trading on the
Big Board will have to adopt them--or risk being delisted. "I never
thought I'd see this from the New York Stock Exchange," says Minow.

It's easy to see why she's so ecstatic. The report calls for nearly
everything Minow and other shareholder activists have been clamoring
for--from a shareholder vote on stock option grants to annual
performance evaluations of directors to the requirement that each
board publish a code of ethics. The big one, though, concerns the
independence of boards.

As Enron and its ilk have shown, too often directors aren't really
independent. Even so-called outsiders end up having some ties to the
CEO. "On the surface Enron's board looked independent,'' says Jay
Lorsch, a governance professor at the Harvard Business School. "But
everybody on that board was selected by Ken Lay." And when the CEO
dominates, the rest of the board is often too cowed to question his
leadership. "Right now in many board meetings there is no dialogue,"
a prominent board consultant told Fortune. "Directors will just sit
and watch the presentations. At the end they nod and say, 'Great.' "

The Big Board plans to change all that. Under its proposal, a
majority of directors would have to be outsiders. Real outsiders.
That means no ex-employees (they won't count as outsiders until
they've been gone five years) or anyone whose livelihood in any way
depends on the company. In addition, outsiders will have to meet
regularly without management present. This alone will have a huge
impact--after all, it's a lot easier to criticize a CEO behind his
back than to his face.

Of course, the NYSE's proposals are no cure-all. There are plenty of
reforms that it missed--like preventing directors from selling the
company's stock until after they've resigned, or rooting out
underqualified directors like ex-Dodger manager Tommy Lasorda, who
sits on troubled Lone Star Steakhouse's board. (Believe it or not,
O.J. Simpson was once on Infinity Broadcasting's audit committee.)

In the end, though, all the rules in the world won't change a thing
until directors realize that ultimately they've got to reform
themselves. They have to go beyond the rules: They have to ask
better, tougher questions, be more skeptical and critical of
management, and never forget that their No. 1 job is to watch out for
us, the shareholders, not their buddy, the CEO. "Boards are like
murder suspects: They need motive and opportunity," says Minow. Now
they've been given both. Let's hope they do the right thing.
Katrina Brooker

6. Put the "Public" Back In IPO
The new symbols of Wall Street sleaze are so-called celebrity
analysts, hapless promoters like Henry Blodget and Jack Grubman who
talked investors into buying all sorts of tech stocks they knew, or
should have known, were dogs. But to a certain extent they're really
just a sideshow. The main source of corruption in America's financial
markets is the sordid, antiquated world of initial public offerings.

It's the ultimate kickback business: Wall Street firms set offering
prices for startups far below their real value, then offer the cheap
shares to their best customers--mutual and hedge funds--in exchange
for inflated commissions. The funds then make a killing when the
shares invariably zoom on the first day of trading.

Nice for them. Nice for Wall Street. But it's an awfully raw deal for
the startups--and for the rest of us. During the tech bubble,
underpricing became outrageous. In 1999 and 2000, new companies
raised $121 billion through IPOs, but shares soared so high the first
day that they left $62 billion on the table, money they could have
used for R&D or building brands. In addition, startups must pay a 7%
fee that Wall Street refuses to negotiate. The upshot: For every
dollar startups raised in 1999 and 2000, they paid 58 cents in a
combination of fees and forgone proceeds. Meanwhile, according to Jay
Ritter, a professor at the University of Florida, the grateful funds
repaid Wall Street with at least $6 billion in inflated commissions
over that period.

The biggest losers, of course, are small investors. On average they
get only 20% of any IPO before the offering. "The perception is that
the rich milk goes to the fat cats," says Glen Meakem, CEO of
FreeMarkets, a Net auction company that went public in 1999. During
the tech bubble, big bankers like CSFB's Frank Quattrone even set
aside cheap shares for a select group of entrepreneurs and venture
capitalists, an ingenious way to woo future IPO business.

Why do the issuers put up with Wall Street's abuse? The reason is
twofold. First, gilded names like Goldman Sachs and Morgan Stanley
provide a comfort factor, ensuring that the deals run smoothly.
Second, going with a top house guarantees that a prestigious analyst
will tout your stock. Until recently that's been critical to
entrepreneurs eager to market their stock to powerful institutions.

Obviously, given the taint on Wall Street, such endorsements are
worth far less to companies today--and that opens the possibility of
reform. It should come in two forms. First, the SEC should ban all
officers of startups and their venture capitalists from accepting any
other firm's IPO shares from investment banks within a year of their
own company's filing to go public. Second, issuers should finally
show a little courage and destroy the old system.

Here's their weapon: Since 1998, W.R. Hambrecht & Co. has been
auctioning IPOs on the Internet. Though Hambrecht has done only seven
deals so far, its model is a good deal fairer than Wall Street's.
Small investors get to bid alongside the institutions. The shares go
to the highest bidder, and--voila--the IPO slush fund, that big pool
of money that feeds all the corruption, evaporates.

Founder Bill Hambrecht predicts that the breakthrough will take an
unusual route. "Issuers will start demanding that a Merrill or a
Goldman do IPO auctions, threatening to use us if they don't agree."
And who knows? One or two high-profile auctions may just be enough to
break the system, smashing the mystique that only the old way can
ensure a smooth offering. Over to you, startups.
Shawn Tully

7. Shareholders Should Act Like Owners
A mere 75 mutual funds, pensions, and other institutional
shareholders control $6.3 trillion worth of stock--or some 44% of the
market. With power like that, real reform is only a proxy vote away.
Such change is happening now. Don't believe it? Just ask the guy in
the next story.

Reporter Associates: Doris Burk and Noshua Watson

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