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To: Cactus Jack who wrote (48599)3/12/2002 3:36:03 AM
From: stockman_scott  Read Replies (1) | Respond to of 65232
 
The Face of Botox Economics
___________________________________
ENRON: The Face of Botox Economics
By NEAL GABLER -- a senior fellow at the Norman Lear
Center at USC Annenberg, is the author of "Life the Movie: How
Entertainment Conquered Reality."
The Los Angeles Times
March 10, 2002

AMAGANSETT, N.Y. -- As its former CEO
Jeffrey K. Skilling has been recently telling it,
bankrupt Enron was not mismanaged. Rather, it was
the victim of a "run on the bank" when Enron's
lenders panicked and called in their loans. This is a
highly creative analysis of the situation, but, in a way,
Skilling may be right. What most of us economic
laymen know about Enron is that a crafty cadre of
top executives signed off on partnerships designed to
shift risk and eventual debt from Enron's balance
sheet to that of the partnerships, where it could be
hidden from the company's lenders and investors.
Although Skilling wouldn't exactly put it this way, he
seems to be saying that if only Enron's lenders hadn't
learned about the company's mounting debt, or if
they hadn't cared, everything would still be all right,
and Enron would be flying high. Despite the ridicule he has endured, what Skilling
and his fellow Enron conspirators are articulating is a new and, it turns out,
widely practiced economic theory--one that has less to do with finance than with
a larger cultural phenomenon. Call their theory "Botox economics," after the
faddish treatment for wrinkles, because, like that treatment, it is predicated on the
idea that the only thing that really matters in America is how something looks. In
Botox therapy, muscle tissue is injected with a form of botulinum toxin that
paralyzes the surrounding tissues, weakening facial muscles and thus temporarily
eradicating wrinkles. The only hitch is that one may also lose a degree of facial
control--the little crinkle of the eye, the turn of the lip, the furrow of the
brow--that enables us to express emotion. Personality is sacrificed for
appearance.

In the same way, Botox economics eradicates some of the nastier financial
wrinkles by presenting a neat set of books, but the appearance comes at the
expense of substance.

In arriving at their theory, what Skilling, his predecessor Kenneth L. Lay, Chief
Financial Officer Andrew S. Fastow and the rest of the Enron gang
discovered--and they certainly weren't the first--is that business is no different
from anything else in modern American life. Perception is everything. The Enron
boys had only to look around them to see a nation obsessed with image--in the
clothes one wore, the car one drove, the neighborhood one lived in, the schools
one's children attended, the books one read, and, yes, the Botox one injected into
one's face. Everyone was performing for everyone else. Or, in historian Daniel
Boorstin's words, Americans had learned to live within their illusions. Enron
simply adapted this cultural phenomenon to business. The trick wasn't making a
sound company, which was a difficult thing to do and which depended on too
many variables. The trick was making a company that seemed to be sound,
which was much easier and much more American.

In traditional economics, investors and analysts examined a company's
fundamentals in determining whether the company was sound. They wanted
good management and a vigilant board of directors. They wanted a far-sighted
business strategy. They wanted a healthy, which is to say a sensible,
price-to-earnings ratio. (For the record, at its height in mid-2000, Enron sold at
267 times its pretended earnings.) Or in everyday language, they wanted a
well-run company producing goods or services for which there seemed to be a
growing market.

That's a standard not easy to meet, which is where Botox economics comes in.
Botox economics isn't concerned with fundamentals or price-to-earning ratios or
good management or visionary strategies or any of the other hallmarks of sound
business practice. It is concerned with appearances. Enron prided itself on being
an energy company without actual oil or gas or electricity assets; it simply
brokered energy between suppliers and those in need. (In contrast, Dynegy, a
rival energy company that was negotiating to merge with Enron late last year, is
now running ads proclaiming that it has "real assets.")

But in fact, Enron did produce something--illusions. The main illusion was that
Enron was a booming company on the cutting edge of the economy. To sustain
that, it not only jiggered its books, but it engaged in more pedestrian forms of
image-mongering. It threw lavish parties with Tiffany glassware as door prizes.
It contributed mammoth amounts of money to charity and politics and had friends
in high places. It provided Starbucks coffee for its employees and Cristal
champagne for its executives at lunch. In 2000, it even bought the rights to put its
name on the new stadium of the Houston Astros, which the baseball team has
since paid Enron to remove.

But just how insubstantial it all was was revealed in a story first reported by Dow
Jones Newswires. To impress a group of visiting Wall Street stock analysts,
Enron executives once ordered about 75 employees, including secretaries,
throughout its headquarters to come down to the trading floor to man phones and
pretend they were making deals. It was a scene right out of "The Sting"--and it
worked. The analysts left believing Enron couldn't make deals fast enough.

While it may be comforting to think of Enron as an aberration, in this respect at
least the company's publicity may have been right. Enron was in the business
vanguard. The economic boom of the 1990s was fueled by many factors--among
them, increased productivity, expanding technology, growing markets, weakened
unions and consolidation. But it was also a product of hype and show and illusion,
which is why stock prices could soar whether companies' fundamentals
supported the rises or not.

Companies like Enron pretended to be booming, and gullible investors, caught up
in the mania of fast money and the rush of investment itself, were entranced.
Increasingly, investors weren't betting on the success of a company in traditional
terms like how many goods it was selling or how much money it was making;
they were betting on the success of its stock price, and that was often more a
function of the company's image than of its balance sheet or, as Enron
demonstrated, a function of the image of its balance sheet.

There is nothing new in companies' burnishing their images. What is new is that
this wasn't an adjunct to their main business. For many, this was their business.
Enron purveyed its images, and investors stayed within the bubble of these
images, giddily bidding up its stock price, which kept going up because it became
disconnected from anything but image.

This wasn't economics, either. This was a form of entertainment that demanded
that investors, like the audience of any movie or TV show, suspend their
disbelief. And it wasn't just ordinary folks who fell victim. Some of the country's
largest banks, like Citigroup, poured money into Enron. Virtually the entire tech
boom was a testament to investors' bedazzlement by the illusion of being in the
vanguard even when there were no profits to show for it and none in the offing.
In the end, then, it wasn't just Botox economics. Image-obsessed America had
created a whole Botox economy, of which Enron was a symptom.

The one check on this hoodoo might have been the financial press, but it had
been co-opted by Botox economics, too. Financial journalists used to pride
themselves on analyzing which companies were poised to soar and which to fall,
based on traditional bellwethers. It wasn't glamorous or exciting work, but it was
functional.

With the rise of cable television and the transformation of investment from
analysis to recreation, that changed. Financial journalists seemed less interested
in digging beneath a company's image than in polishing it as a way of enhancing
the thrill of investment entertainment. In Enron's case, Skilling appeared as a
cover boy on business magazines, which gave him the same gushy encomiums
that entertainment reporters lavish on stars. When one intrepid Fortune magazine
reporter did begin doing some old-fashioned spadework on Enron, Skilling
lacerated her for being a party pooper.

Instead of providing that kind of investigation, all day long the business cable
network CNBC carts out analysts and executives to tout stocks and provide a
rosy picture of the market, so much so that some astute investors apparently are
now getting an advance roster of guests and then buying the stocks of their
companies on the theory that the executives, naturally, will always praise their
business. In a Botox economy, that is enough to make the stock price rise.

If all this sounds more like Hollywood than Wall Street, it is. The two have been
converging for years, with the latter, like so much else in America, modeling itself
after the former. What Enron demonstrates is just how far the transformation
had gone, and how much everyone had bought into it. In effect, the company and
the economy had become an elaborate show, a blockbuster movie, engineered to
entertain investors and enrich executives by doing precisely what entertainment
has always done: provide the illusion of happiness. That the happiness didn't last
can be attributed not to the fact that it was all air but, rather, as Skilling has been
telling us, to our sudden unwillingness to suspend our disbelief in the face of the
flood of red ink that the company was no longer able to conceal. Living by the
image, Enron ultimately died by the shattering of that image. Or in Botox terms,
the wrinkles finally began to show.



To: Cactus Jack who wrote (48599)3/14/2002 12:33:29 AM
From: stockman_scott  Read Replies (1) | Respond to of 65232
 
Houston law firm probed for role in fall of Enron

By JULIE MASON
March 13, 2002, 10:04PM
Houston Chronicle Washington Bureau

WASHINGTON -- The chairman of a powerful House subcommittee investigating Vinson &
Elkins' work for Enron Corp. said Wednesday he wants to learn what role advice from the
firm played in the company's devastating nose-dive.

The oversight and investigations subcommittee of the House Energy and Commerce
Committee today opens hearings on the conduct of lawyers in Enron's collapse, notably
Enron's chief outside counsel, Houston-based Vinson & Elkins.

"Our specific goal is to find out what legal advice was provided by internal and external
attorneys," said subcommittee Chairman James Greenwood, R-Pa. "Obviously, this fall did
not occur in a vacuum of advice."

Harry Reasoner, a V&E partner, said the firm is cooperating with congressional
investigators in part to clear its name in connection with Enron.

"Our belief is that when the facts are on the table, it will be seen that we fulfilled our
professional obligations," Reasoner said.

In recent weeks, ongoing investigations into Enron's troubled fall have increasingly
focused on V&E, a powerhouse law firm with influential ties to business, government and
politics.

"It was a great personal loss to many of us, it was a great tragedy for many people. It
obviously has subjected us to a lot of unpleasant articles that have suggested, we think
wrongly, that we were responsible," Reasoner said.

Testifying before lawmakers is part of a larger V&E damage control effort that also has
required partners to reassure alarmed clients and thwart headhunters trying to lure
away the firm's lawyers, according to Reasoner.

Among the issues under scrutiny in today's congressional hearing is the role Vinson &
Elkins played in setting up some of the 3,000 off-the-books partnerships that ultimately
led the company to financial disaster.

Also at issue is the conduct of Enron's own, sizable in-house legal staff, which at one time
numbered 245 lawyers, including 145 in Houston.

Lawmakers want to know whether there was stringent enough legal review of
questionable Enron practices -- notably in Vinson & Elkins' probe of allegations raised by
Enron Vice President Sherron Watkins.

Witnesses scheduled to testify include Joseph Dilg, managing partner of V&E, and Ronald
Astin, a partner at the firm.

Former Enron lawyers James Derrick Jr., Scott Sefton and Carol St. Clair also are to
appear, in addition to Rex Rogers, current vice president and associate general counsel
for Enron.

Larry Doherty, a Houston attorney who specializes in legal malpractice, said V&E has
little to gain and possibly much to lose in cooperating with congressional investigators.

"Depending on what they say, they very easily could shoot themselves in the foot,"
Doherty said. "The upside for them might be to point the finger back the other way."

The firm could help themselves through testifying if lawyers can "dissuade the popular
notion they put all those deals together in conjunction with the other firms for Enron to
keep the debt off their books."

So far, Vinson & Elkins' public relations strategy has been similar to that of some former
Enron executives, in placing a substantial portion of the blame on bad advice from
accountants at Arthur Andersen.

In public statements in recent months, V&E has taken the stance that the firm handled
only certain legal matters, not accounting.

Reasoner, however, disagreed that there is an effort under way to deflect responsibility
for Enron's collapse, blaming instead misconceptions about the law firm's role in advising
the company.

"We are not trying to shift any blame to anybody," Reasoner said. "We take responsibility
for what we did and what our role was, and we would like it to be understood what we
did."

Greenwood, who has presided over several high-profile Enron hearings in the past several
months, said he is not convinced that accounting problems alone caused Enron's troubles.

"We will see what they say" at the hearing, Greenwood said. "There are facts they needed
to explore that were not just accounting facts, particularly with regard to the
partnerships."

The work done by lawyers in assessing conflicts of interest between Enron employees and
their lucrative outside partnerships is key to the investigation into V&E, Greenwood said.

"These related partnerships led to the fall of Enron, which also resulted in large measure
from conflicts of interest," he said. "Advising your clients on conflicts of interest is very
much a legal responsibility."

Last month, Vinson & Elkins received a critical appraisal from the in-house probe of
Enron's collapse conducted by William Powers, dean of the University of Texas School of
Law.

Among five dozen citations, the report noted that "Vinson & Elkins should have brought a
stronger, more objective and more critical voice to the disclosure process" at Enron.

As Enron's chief outside counsel, V&E billed Enron for $36 million last year, about 7
percent of the law firm's revenue.

In addition to testifying before House lawmakers, Vinson & Elkins has been subpoenaed by
the Securities and Exchange Commission, which also is investigating Enron.

For several weeks, lawmakers in both House and Senate committees have criticized as
inadequate the firm's review of allegations Watkins raised last year.

Vinson & Elkins was tapped by Derrick, former Enron general counsel, and former
Chairman Ken Lay, to conduct a limited investigation of Watkins' allegations of
questionable accounting and conflicts of interest in Enron financial practices.

Watkins maintained that because V&E had worked on some of the company's problematic
off-the-books partnerships, another firm should investigate the practice.

Nevertheless, Enron opted to stick with V&E for the inquiry. On Oct. 15, the law firm
reported that the practices caused concern "because of the bad cosmetics" and could
result in adverse publicity and litigation, but warranted no "further widespread
investigation by independent counsel and auditors."

The Powers report subsequently concluded the firm applied "less skepticism than was
needed" in conducting the review, which concluded that no further inquiry was
warranted.

Watkins recently told lawmakers she was disappointed when she saw the lawyers' final
report on her allegations. Her lawyer, Philip Hilder, called it a whitewash.

The Powers report also said Vinson & Elkins gave legal advice on the formation or funding
of several off-the-book partnerships, including Chewco, LJM2, Jedi and the Raptor
transactions.

The partnerships, at the heart of investigations into Enron's collapse, are blamed for
wrongfully enriching top executives and hiding the company's debt while inflating Enron's
bottom line.

Vinson & Elkins reviewed portions of the Enron's proxy disclosures, which the report
stated "were fundamentally inadequate."

Vinson & Elkins has hired the Washington-based firm of Williams & Connelly, experts in
legal ethics law, to assist them with the congressional probe.

The in-house lawyers called to testify include those whose responsibilities included
financial trading, business transactions and securities.

Before it went bankrupt, Enron employed about 245 lawyers worldwide, advising the
company on the legal aspects of business. With about 145 lawyers in Houston, if it were a
private firm it would have been the city's sixth-largest. Vinson & Elkins has 390 lawyers
in Houston and 860 worldwide.

chron.com