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ABA Section of Business Law


Volume 12, Number 6 - July/August 2003

Speaking volumes
    Reviewed by Scott A. Wasserman
 

  Enron on our minds

Enron and Beyond — Technical Analysis of Accounting, Corporate Governance, and Securities Issues is a series of in-depth discussions of the several substantive legal, accounting, corporate governance and financial issues implicated by the controversial collapse of the Enron corporation. Each chapter of the book is presented by a different author, each of whom provides a primer on the substantive area discussed and applies this groundwork to help with an analysis of the complex events and facts.

This presentation allows explanation and analysis of a myriad of issues. For instance, Chapter 2 demystifies the SPE (Special Purpose Entity) and describes the historically valid reasons for its usage, while it explains the considerable lengths to which Enron's managers used SPEs to orchestrate accounting results rather than forming and structuring the entities for true financial purposes. In examining a less-publicized topic, Chapter 7 describes Enron's role as a reformer in the achievement of more competitive energy markets.

By breaking down a variety of topics into an issue-by- issue analysis, the book also highlights the far-reaching aftershocks of the Enron affair: effects ranging from the accounting profession, to Wall Street, to corporate business culture and to public confidence in the markets. For example, Chapter 8 discusses major corporate reform legislation (the Sarbanes-Oxley Act) already enacted as a direct result of the Enron scandal, and Chapter 10 proposes that pressure may arise to reinstate recently repealed legislation (the Glass-Steagall Act) to eliminate investment bank conflicts.

Other discussions in the book point to nonregulatory measures beyond legislation, such as corporate board reform (Chapter 10) and institution of complete independence of accountants in their engagements (Chapter 15), as necessary means to restoring confidence in the markets.

Although the book is generally technical in nature (as indicated by its subtitle) and reads much like a textbook (given the detail presented and professor-laden roster of authors), the number of authors provides for a variety of different views examining the cause of the collapse, including the appropriateness of the state of laws, business standards and ethics that produced the climate in which the events occurred.

Was the situation caused by faulty accounting practices? Chapter 4 measures Arthur Andersen's actions against prevailing Generally Accepted Accounting Standards and presents the firm's arguments that its actions were appropriate in most instances in light of the facts known to it. Was Wall Street to blame? Chapter 9 provides an interesting chronology of analysts' glowing recommendations up until the end of October of 2001, just one month before the bankruptcy, but allows that the analysts may not be culpable for relying on the reports and statements of Enron's managers.

Should the board of directors have been able to avert the problems or at least stem the tide? Chapter 10 focuses on the role of boards of directors and whether Enron's board was "asleep at the wheel" or was kept in the dark by its CEO who was also serving as chairman of the board. The author also posits that even complete independence of the board cannot "guarantee individual behavior and accountability from corporate directors or managers."

Indeed, authors throughout the book question whether strict enforcement of current legislation, enactment of new legislation or simply more diligent and ethical actions by those entrusted to run and investigate our corporations is the best hope to prevent future corporate catastrophes of the likes of Enron. These themes are perhaps summarized best in one author's quote from Federal Reserve Board Chairman Alan Greenspan: "A market economy requires a structure of formal rules, but rules cannot substitute for character."

Because of the wide range of topics presented and the depth of discussion, Enron and Beyond serves as both a reference tool and a platform for discussion for those desiring to study the technical aspects of the Enron events and the policy reform emanating from the aftermath.


Wasserman is a shareholder at Akerman Senterfitt, in Miami. His e-mail is swasserman@akerman.com.

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