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To: Cactus Jack who wrote (46841)1/25/2002 5:29:31 AM
From: stockman_scott  Respond to of 65232
 
The Woman Who Saw Red

Enron Whistle-Blower Sherron Watkins Warned of the Trouble to Come

By Jennifer Frey
Washington Post Staff Writer
Friday, January 25, 2002; Page C01

HOUSTON

When she woke up on Monday morning, Jan. 14, Sherron Watkins was just one of the legions of high-powered executive moms, the kind of woman who drove an SUV, who liked to take her 2 1/2-year-old daughter to preschool on the way to the office, who caught up with her sister by cell phone during her morning commute.

At age 42, Watkins had climbed to the rank of vice president at Enron, she owned a lovely home in an upper-class Houston neighborhood, and she finally had the family she'd so long desired.

Twenty-four hours later, she was the so-called "whistle-blower" in one of the biggest corporate scandals in modern memory, the woman who had warned Enron's now-former chairman, Kenneth Lay, of major irregularities in the company's accounting practices months before the corporation collapsed, embroiled in a major Securities and Exchange Commission investigation.

"I am incredibly nervous," she wrote in that now-infamous six-page memo, "that we will implode in a wave of accounting scandals."

That memo, which she personally gave to Lay in a meeting on Aug. 22, was discovered in a box of documents seized by investigators at Enron headquarters. It was released, in its entirety, on Jan. 15. And Watkins found herself cast as the hero in the Enron scandal: Suddenly, she was the tough-talking Texas woman who had stood up to all the good old boys in the corporate hierarchy, the men who had been making millions while their employees and shareholders watched some, or all, of their life savings evaporate.

And Watkins was in no way prepared for what that meant.

On the morning of Jan. 15, Watkins's sister, Julie Reagan, was returning home after dropping off her two young children at school in their home town of Edmond, Okla., when she turned on National Public Radio and heard newsreader Carl Kassel talking about her sister.

"I was like, OH. MY. GOD," Reagan says. "I drove the rest of the way home with my chin on my chest. [Kassel] kept talking about her all the way until I pulled into my driveway."

So Reagan ran inside, grabbed her phone and dialed her sister's number at Enron.

"I said, 'You're not going to believe it, but Carl Kassel is talking about you,' " Reagan says.

Her sister was not surprised.

"You're not going to believe it," Watkins told Reagan, "but there are news crews parked outside my house."

Stunned, Reagan asked her sister why on earth she had gone to work that morning.

Work, Watkins told her, was a haven. Yes, things had been a mess at Enron headquarters for weeks, months even. Bankruptcy had been declared, retirement funds decimated, lawsuits filed. The building was something of a ghost town, with 4,000 employees laid off from the main office of a company that had, just last year, employed 7,500 in Houston. Documents had been shredded, subpoenas issued.

A haven?

"Because of the security," Watkins explained. "Here, nobody can get past the parking garage."

A Growing Apprehension

A few days after Sherron Watkins's memo was publicly released, a moving crew arrived at her office -- the office she and Reagan jokingly had referred to as "the cubbyhole."

She wasn't being fired. She wasn't being evicted. She was being moved into a new office -- a big one with its own conference table.

"I don't know the motivation for the move," says Watkins's attorney, Philip Hilder. (Through Hilder, Watkins and her husband, Richard Watkins, are declining all interview requests.)

"It might be because, well, they have a lot of room there now."

Watkins used to have an office like that, back last summer, back before she spoke up, before she requested a transfer to a new department because she no longer felt comfortable working for then-Chief Financial Officer Andrew Fastow. (Fastow -- who ran the partnerships related to the devastating $1.2 billion reduction in shareholder equity that Enron announced in mid-October -- was ousted on Oct. 24.)

"She asked to be reassigned," Hilder says, "because she felt that there were severe questions with the accounting and did not want to work for Mr. Fastow."

A former employee at Arthur Andersen -- Enron's auditor, which is also under fire -- Watkins had worked at Enron for nearly eight years when she wound up working under Fastow last July. While looking for assets to sell off for the company, she discovered Enron had, in effect, been hiding significant losses by some of its equity investments.

She was fearful of approaching then-Chief Executive Officer Jeffrey Skilling with what she had discovered. Once Skilling abruptly resigned on Aug. 14, though, Lay invited employees to submit questions, by e-mail or anonymously, about company-related issues. That's when, with some trepidation, Watkins wrote an anonymous letter to Lay, which she deposited in a drop box he had posted.

When her concerns were not addressed at a company-wide meeting on Aug. 16, Watkins grew more wary.

She called a friend and former colleague at Andersen and spelled out what she had found, wanting reassurance that she was not, as she later would put it in her memo, "all wet." That friend concurred with her concerns, going so far as to put them into an in-house Andersen memo -- a memo that also now has surfaced in the Enron investigation.

Resolved to do something to save what she saw as impending disaster, Watkins drafted her six-page memo and faxed it to her mother, Shirley Klein Harrington, a retired business teacher who lived 30 minutes away, in Watkins's home town of Tomball.

"I thought it was the right thing to do," Harrington says. "There was no option about whether or not she was going to send it. She knew she had to say something. But all along, she never imagined that she was going to be the only one."

But, as Watkins would find out weeks later, when Enron did implode, she had, indeed, been the only one.

"She was out there in the field all by herself," says her cousin Joe Klein.

Deep in the Heart of Texas

Tomball, a town of a little fewer than 10,000 residents, is teeming with Kleins. Richard Klein, Watkins's uncle, owns Klein Market -- a rare family-run supermarket to survive in this era of mega-chains. Watkins worked there as a teenager, running the cash register. So did her cousin Joe, who now manages the store for his dad. Another cousin, Matthew Klein, runs Klein Funeral Home, across the street from the market. His daddy owns the place.

Watkins's mother has lived here all her life, as did her mother, and her mother's mother. She's married to the mayor, H.G. "Hap" Harrington, who helped rear Watkins and her little sister, Julie, since they were in their early teens.

Settled into the couch of her living room, Harrington is surrounded by pictures of Kleins. There are several of Sherron, and an adorable snapshot of Watkins's daughter. There are stacks of family reunion photos -- one with "just the first 20 cousins," and one with a pregnant Watkins in the back row and her second cousin, country singer Lyle Lovett, a few rows in front.

Lovett was among nearly a hundred Kleins who descended upon Salem Lutheran Church on Sunday to be honored on the church's 100th anniversary, says Harrington. The original Klein ancestors arrived in this part of Texas from Germany in the mid-1800s, and helped establish the church. And so there were aunts and uncles, cousins and second cousins, on hand Sunday.

It was a day for Watkins -- who drove out from Houston with her daughter -- to be wrapped in family.

"Everybody was hugging her, saying they were proud of her," Harrington says. "They all said that she was in their prayers."

Religion played a strong role in Watkins's upbringing. She attended the local Lutheran school through eighth grade. She went to public high school -- first Klein High School, then Tomball High, where she was a member of the Tam O'Shanters drill team -- but her mother believes that it was her religion that led her to be such a devoted student, a member of the National Honor Society.

"Lutheran school always stressed that you do your best for the glory of God," Harrington says.

Upon graduation, Watkins enrolled at the University of Texas, where she took her mother's advice and studied accounting. She graduated in 1981, and received a master's degree the following year, then went to work for Arthur Andersen.

Outspoken and independent since childhood -- Reagan remembers that her big sister used to make her sleep on the floor when she came running into her room at night, claiming nightmares -- Watkins grew bored in the Houston office, despite an exciting personal life that included regular scuba trips to the Caribbean. So she asked for, and received, a transfer to the New York office.

"When that happened," her mother says, "she thought she was in high cotton."

There was nothing of the "little girl lost in the big city" in Watkins when she landed in New York, despite her small-town roots. She rented an apartment near Carnegie Hall until she was able to buy her own place, at Second Avenue and East 57th Street. She summered in the Hamptons, sharing a group house with 21 other young professionals. She traveled. She moved on from the basic German recipes learned from her mother to gourmet cooking. And she picked up some "street smarts," as her mother put it, that would color her already strong personality -- and, occasionally, her language.

"So when she came back here," Harrington says of her daughter, who returned to Houston to work for Enron, "she really had to readjust to this way of life."

In a way, though, Watkins was a perfect Texan. In addition to her mom's long Texas family history, her father, Dan C. Smith III, is a descendant of a former Houston mayor, Dan C. Smith I, who served his term after the Civil War.

"After all," Hilder says, "there's nothing really soft about Texans. They're independent and rough-and-tumble."

A Direct Connection

Jessica Uhl remembers the first lunch she had with Watkins, in 1997. She'd been hired through an Enron recruitment program, and Watkins was assigned to be her mentor. Watkins wasted no time; she spoke bluntly and honestly about the company, surprising Uhl with her candor.

"She was incredibly direct and incredibly articulate and incredibly thoughtful in what she said," says Uhl, who became close friends with Watkins. "It's just a part of her personality. She spoke her mind."

Uhl has been on maternity leave the past two weeks, having just given birth to her first child, so she hasn't been at her desk at Enron to see the fallout in recent days. She expected this to happen, though. Watkins had told her about the letter, about what she had done. It made perfect sense to Uhl.

"Sherron has a unique combination of skills, and that makes her one of the best people in the company to do this," Uhl says. "She has the background. She was a CPA, she's worked at Arthur Andersen. So she completely gets what was going on in a way that other people might not.

"She also had the personality," Uhl continues. "She had the sense of conviction to do what she did, and the ability to articulate what needed to be said."

And she thinks gender is a part of that equation.

"Look at the management team: There's not a lot of female faces up there, and there never has been," Uhl says. "Sherron's a vice president, so she's obviously not an outsider, but there is a dividing line there. If you're not part of the boys' club, maybe that makes it a little easier to take a big risk."

Watkins was not a top-tier Enron executive who made millions from the company.

The first paragraph of her memo to Lay makes that clear: "Has Enron become a risky place to work? For those of us who didn't get rich over the last few years, can we afford to stay?" she wrote.

After living the life of a successful, adventurous young professional, Watkins married Richard Watkins in 1997, at the age of 37. The two met through mutual friends at the First Presbyterian Church in Houston, where Watkins is a member.

"She knew she always wanted a family and children," says Reagan, who married and had two children while her big sister was still climbing the corporate ladder.

Marion was born in 1999. With a new house -- valued at more than $500,000 -- in a wealthy neighborhood near Rice University, the Watkinses enjoyed a comfortable lifestyle. They went to Italy to celebrate Rick's 50th birthday, and to Mexico for a summer vacation. Sherron got a Lexus SUV.

"She enjoys life, which is good for her," Reagan says.

An executive in the energy business, Richard Watkins works for a company based in Calgary, Alberta. He commutes to and from Houston, sometimes staying home for a week, other times for shorter visits. After Marion's birth, Sherron Watkins was able to carve out a new role at Enron that involved far less business travel. She hired a full-time nanny, but she manages to get home every night in time to tuck her daughter in.

On the surface, it seemed the kind of life that could make someone just content enough to close her eyes to what was happening around her.

"She's a very loyal person -- loyal to her friends and her family and even her job," Reagan says. "So I think if she didn't care about Enron, she would have left without ever having bothered to correct what was going on. But what she wanted to do was make it right."

And so she spoke up. And was essentially ignored.

When Enron started to fall apart, Watkins -- like her colleagues -- started to panic. On the advice of another cousin, Houston lawyer Alex Klein, she hired Hilder as her attorney, just in case she was called to testify at any SEC hearings. She joked with Joe Klein about watching the plants being removed from the Enron building, and going upstairs to get coffee, only to find the coffeemaker gone.

"She was telling me, 'I've got this paycheck and maybe another one,' " says Joe Klein. The future was so uncertain for everyone at Enron.

"One day, I talked to her, and she thought she was gone," Joe Klein recalls.

A supervisor told Watkins that once she finished her current project, she could gather up her things, but another official interceded, telling Watkins to stay put.

According to both Reagan and Klein, Watkins had begun job discussions with Reliant Energy -- another large energy-services firm based in Houston -- before Enron filed for bankruptcy and the current scandal broke. "When all that stuff started coming out," Reagan says, "they basically said, 'Let's put this process on hold until we see what happens.' "

Hilder said that, to the best of his knowledge, Watkins is not job-hunting at the moment.

And with her new celebrity, she likely has far less reason to be concerned that she'll be involved in any future layoffs.

"She'll keep her job," Joe Klein says, "but eventually what are they going to pay her with? Tiddlywinks?"

'Our Hero'

People call out to Watkins on the street now to thank her. At the Web site www.laydoff.com (a play on Kenneth Lay), a former Enron employee sells T-shirts for the scandal-affected, including one that hails Watkins as "Our Hero." (It misspells her first name as "Sharron.") Watkins has received dozens of e-mails, voice mail and letters of support.

One woman wrote to say Watkins is the kind of example she wants for her 15-year-old.

"I think she's been very encouraged," says Watkins's mother.

Life in the offices at Enron is difficult, but not unbearable. Hilder calls it "awkward."

"Most colleagues are supportive," he says, "and yet there are many of those who just don't know how to treat her."

The television trucks have disappeared from in front of her house on Dunstan Street, where a huge American flag hangs beside the front door.

And she is learning that -- despite her fame -- not everyone has been sucked into the frenzy.

Watkins visited her pastor last week to ask to be added to a prayer chain, looking to the church for moral support in her current crisis. As she talked, she realized that the man had no idea about her current starring role in the Enron fiasco.

"That makes her think," Reagan says, "that things will get back to normal."

Watkins has spent several recent evenings taking Marion with her to dinner at a friend's, the kids playing while the adults unwind.

"It's where she goes to commiserate," Harrington says.

Mostly, though, she has turned to her faith, and her family. Rick Watkins flew in from Calgary the day the news broke to stand by his wife's side.

And little Marion -- who is, of course, oblivious to all of this -- is her mom's greatest escape.

"Her personality is just like her mother's," Harrington says. "She's an independent child, and Sherron was the same way. She wants to be in charge."

On Saturday morning, four days after she first heard her sister's name on NPR, Reagan called Houston to have the usual sister-to-sister morning chat.

At that time, Watkins's biggest crisis was a common one in the life of a mom with a 2-year-old. She was trying -- repeatedly, futilely -- to convince Marion that cookies were not a breakfast option.

And, according to Reagan, Marion was standing her ground.

© 2002 The Washington Post Company



To: Cactus Jack who wrote (46841)1/25/2002 6:56:14 AM
From: stockman_scott  Respond to of 65232
 
How Melvyn Weiss, a class-action lawyer, finds crimes that pay

In a class of his own
Jan 17th 2002
From The Economist print edition

ALONGSIDE the usual challenges facing a business anywhere, such as creating good products or hiring talented workers, American companies have become familiar with one that can be at least as difficult: Melvyn Weiss. If a firm's accounts are restated, or its customers are angered, or its shares bounce up and down, there is every chance that a notice will arrive from Milberg Weiss Bershad Hynes & Lerach, a law firm, announcing that the company, its directors and its managers are being sued. At least 325 of these benighted entities are listed on the Milberg Weiss website (along with an invitation to join a suit or to suggest another). If a company has blown up in a particularly spectacular way—Enron, say—any entity that can in any way be held responsible for its failures, most notably its auditors, will usually hear from Milberg Weiss too.

Quick, cocky, unpretentious—in short, a familiar sort of New York character—Mr Weiss this week notched up the latest in a long line of victories, participating in the settlement of a shareholder suit against Sunbeam's former boss, Al ”Chainsaw” Dunlap, who agreed to cough up $15m after leaving the company in a mess. Even at 66, Mr Weiss foresees plenty of action to come, hoping for huge returns from suing Wall Street firms that underwrote initial public offerings during the Internet boom and from drug companies that sold untested products, as well as from Enron and its associates. “Greed is a growth business and always will be,” he says.

As a teenager, Mr Weiss accompanied his father, an accountant, on weekly house calls to small bakeries and butchers in New York's outer boroughs. It was the son's task to reconcile accounts down to the penny, the father's to determine if the client was making any money. Later, Mr Weiss worked at a corporate law firm, where the closest he got to representing big business was suing the cleaner who wrecked the dress of an industrialist's wife. His real break came in 1965, when he teamed up with Larry Milberg, a lawyer who had built up a practice by responding fast to accidents and making sure he carried plenty of unsigned client contracts in his back pocket.


Besides pursuing some small cases, Mr Weiss helped a client to launch a business providing mobile television studios. The equipment was supplied by Ampex, then a big public company, for no money upfront. When the TV outfit went bust, Mr Weiss was intrigued to see a terse note in the newspaper saying that Ampex would take a large write-off, with no explanation. “I knew why—they booked profits prematurely,” he says, adding that his old bakeries and butchers would never have dared do such a thing. “That led to my understanding of what a company did, accountants did and Wall Street did.”

In 1973, Mr Weiss went after a bankrupt ice-cream company, charging accounting fraud. He won $1.8m from Touche Ross—the first big trial loss by an international accounting firm. Two years later, he created an entire branch of litigation by seizing upon the implications of a fashionable new branch of economics—modern portfolio theory—to argue the doctrine of “fraud on the market”. His idea was that any false or misleading statement by a company (for example, a misplaced expression of optimism) defrauded all investors if the share price subsequently fell. A vast client base suddenly came into being.

What gave these insights new force was a change in the rules that permitted the bundling of small clients into a large class-action lawsuit. Rather than a client finding a lawyer to represent him, a lawyer could now seek out an injustice and then troll for clients who could give his firm access to the court—plus a big slice of any settlement. “A distinguishing characteristic of the Milberg Weiss approach is that the clients became tokens to be moved around a game board,” comments Walter Olson, a senior fellow at the Manhattan Institute. “The suit was the law firm's idea, and the law firm's property.”

The result was a legal practice modelled on an entrepreneurial corporation. Milberg Weiss developed product (legal approaches), found opportunities (vulnerable businesses) and marketed services (to attract clients). From over 1,000 cases, around $30 billion has been recovered from targets including Charles Keating's savings and loan empire, Drexel Burnham Lambert, Washington Public Power Supply Systems, Met Life, Prudential and various banks trading on Nasdaq. Between 1988 and 1998, Mr Weiss personally earned more than $100m, according to the National Law Journal.

Who wins?

Is society better off because of Mr Weiss? Many people have been compensated for being cheated. Corporate governance has probably been improved by a fear of lawsuits. Mr Weiss even sees himself as an ally of auditors, by providing them with an excuse to be tough on their clients. “I have always believed the auditing profession needed a strong whip over their head so it does not look like they were over-eager in pushing their clients to be honest,” he says.

Conversely, in 1999 Milberg Weiss paid $50m to settle an abuse-of-process case in which Mr Weiss admitted telling Daniel Fischel, an expert witness who helped defendants to use economics to prevail over Milberg Weiss, that “I will destroy you” (Mr Weiss says his comments were taken out of context). And an entire class of costly insurance covering executives and directors has emerged in response to Weiss-inspired lawsuits, as well as reams of meaningless legalese attached to products.

Shareholder suits, in particular, seem a dubious remedy, because they do no more than transfer money from a vehicle the shareholders already own back to themselves—minus large legal fees—resulting in a large net loss to the shareholders. Only a very talented lawyer could argue that America is better off for that.



To: Cactus Jack who wrote (46841)1/25/2002 1:32:13 PM
From: stockman_scott  Respond to of 65232
 
Enron's Moral Lessons

acton.org

<<...This breach of the public trust between the company and its shareholders cannot begin to be restored until moral accountability is achieved and restored. Sadly, the respected law firm of Vinson & Elkins has continued to aid Enron executives in their shaky moral reasoning by affirming the very practices that led to the company's demise. In a report obtained by the Wall Street Journal, Vinson & Elkins attorneys argue that "Enron's practice of forming special-purpose entities to keep debt off the books was creative and aggressive, and that no one has reason to believe that it is inappropriate from a technical standpoint." It might well be accurate to say that company executives are correct from a "technical standpoint," but it is clear that many shareholders found the company's practices "inappropriate," even if corporate executives were legal from a "technical standpoint." Certainly, the loss of confidence in and financial collapse of the company indicates that something was "inappropriate" in their conduct of Enron's business...>>

_____________________
btw, Enron's outside counsel became very wealthy off their largest client. Vinson & Elkins took in over $30 Million from Enron in the last year and they clearly will be sued by the class action lawyers. In fact, they have already obtained their own counsel. Its a big scam -- these lawyers were probably golf buddies with Ken Lay BUT THEY FAILED TO PROVIDE ENRON WITH HONEST AND ETHICAL LEGAL ADVICE relating to their business transactions and their accounting practices. This firm will most likely go bankrupt and its reputation has already been destroyed. Who would want to use Enron's outside legal cousel..?



To: Cactus Jack who wrote (46841)1/28/2002 6:17:02 AM
From: stockman_scott  Respond to of 65232
 
Texas Law Firm Has Ties to Enron

Big, Politically Connected Texas Law Firm Has Forged Close Ties With Enron

By DAVID KOENIG
AP Business Writer
Sunday January 27, 1:12 pm Eastern Time

HOUSTON (AP) -- Vinson & Elkins' reputation took 80 years to polish and one client to smudge.

The largest law firm in Houston and the most profitable in Texas, Vinson & Elkins has been stung by accusations it showed poor judgment -- or worse -- in work for Enron Corp. (NYSE:ENE - news)

An Enron insider claims Vinson & Elkins blessed partnership deals that hid the energy trading company's shaky financial situation until it collapsed into bankruptcy.

Outside lawyers say the firm violated ethical standards by reviewing the accusations itself instead of demanding an impartial, outside review.

V&E has worked for Enron since the energy company's founding in the mid-1980s and Enron is now its biggest client, accounting for $35 million of its $450 million in billings last year.

Vinson & Elkins' work for Enron might not have attracted much attention but for an Enron executive's letter written in August to chairman Kenneth Lay.

The executive, Sherron Watkins, fretted that Enron could ``implode in a wave of accounting scandals,'' and urged the company to hire a law firm to investigate murky accounting and partnership deals that helped keep billions in debt off Enron's books.

``Can't use V&E due to conflict -- they provided some true sale opinions on some of the deals,'' Watkins wrote. Lawyers write true sale opinions on the legality of transactions.

Enron ignored Watkins' plea and turned back to Vinson & Elkins. In October, V&E partner Max Hendrick III wrote to Enron's general counsel James Derrick Jr., a former V&E partner, that Watkins' charges could prove embarrassing but merited no further investigation.

Lawyers who specialize in suing other lawyers say Vinson & Elkins left itself open to attack by angry shareholders and ex-employees by not insisting that another firm be hired to investigate Watkins' claims.

``When you've got someone asking you to review your own conduct, there's a bias,'' said Sean Jez, who represents shareholders suing Enron officers and directors.

A legal malpractice specialist, Valorie Davenport, said big law firms fight over clients Enron's size and tend to gloss over problems to get and keep that business.

Vinson & Elkins won't say what role it played in approving the controversial Enron partnerships.

Watkins, the Enron executive who raised the accusation against the law firm, doesn't have documentary proof but ``reliable sources communicated to her that the work was done,'' said her lawyer, Philip Hilder.

A spokesman for Vinson & Elkins, Joe Householder, said the firm couldn't discuss its work for Enron because it still represents the company.

``We are fully confident that everything we've done for Enron is to the highest professional and ethical standards,'' he said.

Founded in 1917, the firm specialized in working with banks to provide legal advice and financing to Texas' then-young oil industry, and it grew rapidly as the energy sector boomed.

``They did very good work, much of it humdrum work, like checking land titles. Attention to detail,'' said Harold Hyman, a retired Rice University history professor who wrote a book about the firm.

Vinson & Elkins partners, who once included former Texas Gov. John Connally, grew rich.

But the firm also developed a progressive reputation for doing pro bono work on civil-liberties cases and for hiring female, black and Jewish partners in the 1970s, before many other Texas law firms did.

The law firm has forged close ties with many Texas politicians, especially President Bush.

Two of its partners and a third who recently left were among the ``pioneers'' who raised at least $100,000 for Bush's presidential campaign. White House counsel Alberto Gonzalez -- sometimes mentioned as a possible Bush nominee to the Supreme Court -- is a former Vinson & Elkins attorney.

On the Net:

V&E: vinson-elkins.com
____________________________

More info. on Enron's Outside Legal Cousel...

vinson-elkins.com

With more than 860 lawyers and some 3,800 clients, Vinson & Elkins is among the world's major law firms. Since its founding, the Firm has attracted an outstanding and diverse group of attorneys as well as a strong, varied client base.

The Firm’s clients include the governments of sovereign nations and North American states, as well as cities and municipalities, public and private companies from around the world, domestic and international financial institutions, entrepreneurial enterprises and individuals.

In list after list and survey after survey, Vinson & Elkins consistently ranks as one of the leading law firms of the world. For more details about our standing in the legal community:

vinson-elkins.com



To: Cactus Jack who wrote (46841)1/29/2002 9:25:16 AM
From: stockman_scott  Read Replies (1) | Respond to of 65232
 
A Law Firm's 2 Roles Risk Suit by Enron, Experts Say

By RIVA D. ATLAS
The New York Times
January 29, 2002

The dual role of the Houston law firm Vinson & Elkins in providing legal opinions for several Enron (news/quote) entities and later in reviewing the propriety of those transactions has tarnished the firm and may expose it to a malpractice suit, several law professors and lawyers say.

Vinson & Elkins's role gained attention in a letter in August by a former Enron employee, Sherron S. Watkins, who suggested that the company hire a lawyer to take a look at some of the company's off- balance-sheet financings. In the letter, addressed to Enron's chief executive then, Kenneth L. Lay, she said Vinson & Elkins should have no role in that inquiry.

Enron could not "use V.& E. due to conflict — they provided some true sale opinions on some of the deals," the letter said. Ms. Watkins's letter became public two weeks ago as part of a Congressional inquiry into the collapse of Enron.

Yet at Enron executives' request, Vinson & Elkins went ahead and conducted the review, which was completed in October.

True sale opinions are issued in letters routinely written by law firms in connection with various types of financings. The letters often accompany bond offerings by companies like automakers and credit card issuers, which bundle their customer payments in a form of financing known as securitization.

While lawyers interviewed in the last few days about the matter were wary of criticizing Vinson & Elkins until all the facts were known, they said that as law firms issued more true sale opinions, they will find themselves under increasing scrutiny.

"I think this will be a topic that warrants some discussion," said Bruce Markell, a professor at the William S. Boyd School of Law at the University of Nevada.

Indeed, with Enron's overall finances under investigation, Vinson & Elkins's ties to some Enron transactions may come under scrutiny.

Elizabeth Warren, a professor at Harvard Law School, said: "Whenever a dispute occurs after a transaction is completed, law firms are always nervous about opinion letters they issued because they themselves could be named in a lawsuit. The Sherron Watkins letter could indicate that Vinson & Elkins has a lot to be nervous about."

Asset securitization is now a $1.2 trillion market, according to recent figures from the Bond Market Association.

"Securitization is an efficient form of financing that helps fund lots of major industrial companies," said Jason H. P. Kravitt, a senior partner and head of the securitization practice at the law firm of Mayer, Brown & Platt. These opinion letters effectively state that, based on the information available to the law firm, the transaction in question appears legal and proper. "True sale letters are very carefully crafted to express what the law is," Mr. Kravitt said.

Others said the letters, often more than 10 pages long, are carefully phrased, their wording hedged.

"Usually, lawyers don't speak to the business prudence, just the legality of the transaction," said Todd Zywicki, a law professor specializing in bankruptcy at Boston College.

Two lawyers interviewed said that their firms shied away from writing such letters because of ethical concerns. Both declined to comment on Vinson & Elkins's dealings with Enron.

Vinson & Elkins provided true sale letters for at least some of Enron's financing vehicles, an executive close to Enron said, though other law firms may also have been involved.

Ms. Watkins's lawyer, Philip Hilder, said she had not seen the letters herself but that other executives had told her about them. Some lawyers say that, at the very least, the firm should have declined to conduct the review for Enron. "How can you ask someone who created a transaction to investigate its propriety?" a lawyer asked. "That would seem to defy common sense."

Joe Householder, a spokesman for Vinson & Elkins, said, "We are confident that the work we did for Enron was performed to the highest ethical and professional standards." He said yesterday that client confidentiality rules prevented him from commenting further. A spokesman for Enron declined to comment on the company's relationship with the law firm.

Some legal scholars say Vinson & Elkins's role in producing the true sale opinions could potentially expose it to a malpractice suit by Enron.

Now that Enron is in bankruptcy, one bankruptcy lawyer said: "Its obligations are to its creditors. The company must investigate whether there are any claims it might have against Vinson & Elkins."

Other lawyers said they doubted that the law firm could be held liable for an opinion, but could be under scrutiny, depending on what it knew about the financings over all.

"You can't qualify an opinion against fraud," said Jonathan Lipson, a law professor at the University of Baltimore, who previously worked at several large corporate law firms active in the securitization market. "If Vinson & Elkins did know there was something wrong at Enron, they have much larger problems than true sale opinions," he said.

Malpractice suits against law firms are becoming more common, law professors said. "Lawyers are certainly more conscious of the risk than they were 10 years ago," said Geoffrey Hazard, a specialist in legal ethics at the University of Pennsylvania's law school.