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To: Cactus Jack who wrote (48741)3/16/2002 9:56:28 PM
From: stockman_scott  Respond to of 65232
 
Skilling's Sgt. Schultz defense peeves CEOs

usatoday.com



03/12/2002 - Updated 09:42 PM ET


Skilling's Sgt. Schultz defense peeves CEOs

If a CEO doesn't know that his company is about to sink faster than an olive in a martini, then what the heck does a CEO actually know?

Seems like a ripe time to ask that of some CEOs, considering the current sullied public image of the job.

These days, the most famous CEO — ex-CEO, more precisely — is Enron's Jeff Skilling. Although, former General Electric CEO Jack Welch is climbing the fame charts, now that his nickname has changed from "Neutron Jack" to "Hot Love Machine Jack."

Anyway, with the entire nation paying attention, Skilling testified before the House and again before the Senate that he didn't know his company was about to crumble. In one reply, Skilling said, "This was a tragedy. I had no idea the company was in anything but excellent shape."

Rep. Ed Markey, D-Mass., called Skilling's testimony the "Hogan's Heroes Sgt. Schultz defense." But that's the wrong character. Skilling has shown us that the role model for today's CEO is Col. Wilhelm Klink.

Klink never left his spacious office, which he kept quite spiffy for a prisoner-of-war camp. He got information from only one ineffectual line manager (Schultz) who used ignorance as an excuse. And a second-tier executive (Hogan) ran a rogue operation right under the chief's nose.

Oh, and when the outside directors (those Gestapo guys) showed up, Klink reported that everything was fine.

See? Just like Skilling. I bet he read one of those books that management consultants write, like The Stalag 13 Way or Klink Rules! How to Stay Oblivious Yet Keep Your CEO Perks.

All of that makes CEOs look like either goofs or scoundrels, and other CEOs are pretty steamed about it.

Unfortunately, the other CEOs would go off the record and rant, and then only some would go back on the record and be more tactful. So I can't tell you the really good stuff. I can tell you that in describing his feelings about Enron's executives, one CEO used words I couldn't have put in the newspaper anyway.

When the CEOs settled down, they said something that, at first, sounded a little alarming: CEOs don't know a lot of things that go on in their companies.

It would be impossible. "There is an overwhelming amount of information," says Royal Farros, who had been CEO of Internet company iPrint and now is chairman. Here's a guy who runs an information-industry company, and despite all the computers and software and BlackBerrys and cell phones out there, he finds it impossible to collect and digest all his company's internal stuff.

"I put in 70-plus hours a week on the job, and time is a zero-sum game," says Dan Hesse, CEO of Terabeam and a former AT&T executive. "Time reading a large legal document is a couple of strategy meetings missed, a customer sales call missed."

As one CEO points out, most parents don't know everything their own kids are doing. Personally, I'm not even sure what my dog is doing. She could be on the Internet, searching Google for tips on how to catch those squirrels in the back yard.

So, "Of course a CEO of a giant firm can't know all the details," says business author Tom Peters, who has had some ethical controversies of his own.

But if a CEO doesn't know all that's going on, how does he or she manage the company? How does a CEO prevent the company from doing an Enron?

Two keys I'm hearing:

Checks and balances. With only one source of information, Col. Klink was set up to fail. Successful CEOs get information about major decisions from multiple points.
One of the most important points is the chief financial officer, who in the Enron fiasco allegedly ran an operation that doomed the company. But CEOs are astounded that any CFO could act alone. Anything a CFO or CEO does would be reviewed by the general counsel. All the executives would have to tell the board.

That's the bare minimum. As part of his checks and balances, Farros adds in accountants, lawyers and investment bankers from outside the company.

One of the checks on executives can be compromised, maybe even two. In Enron's case, relying on Arthur Andersen as a checkpoint was like counting on a bar owner to make sure you don't drink too much. But when numerous entities are in the loop, getting all of them in cahoots would be darn near impossible.

In some instances, a company might need a special checkpoint. At Enron, Chairman Kenneth Lay "knew Skilling was a wild man, and a strong one," Peters says. Lay "should have put a P-A-W-M in place — that is, a Powerful Anti-Wild Man."

Now we know what to call Dick Cheney.

Culture. Great companies tend to have strong corporate cultures. One reason is that it's a way for the CEO to guide decisions without even knowing about them. "The CEO doesn't have to check on everything all the time if the CEO has taken the time to clearly articulate a code of conduct," Hesse says.
If everyone knows how they're expected to behave, they'll generally do it — and, conversely, people who behave that way will want to work at that company.

"It seems to me that the tone was quite promiscuous at Enron," says Peters. "And driven by moving hell and high water and then some to prop up the stock price."

In the end, there's a difference between knowing about everything inside a company and being responsible for everything that goes on inside a company. "The CEO is the 'buck stops here' job," Farros says.

So Enron's Skilling possibly could have been telling Congress the truth. He might be the Col. Klink of business.

But it doesn't matter. He was the CEO. Other CEOs say that whatever happened at Enron was his fault.

As for Skilling's future, maybe he'll continue to follow Klink and get into TV. If Hollywood producers could make a sitcom about a Nazi prisoner-of-war camp, then they could make one about Enron.

-------------------------------------------------

Kevin Maney writes a weekly column about technology. Send e-mail to Kevin at kmaney@usatoday.com.



To: Cactus Jack who wrote (48741)3/16/2002 10:43:34 PM
From: stockman_scott  Respond to of 65232
 
Plaintiffs hunt for deeper pockets: Wall Street

New targets needed as Andersen fades
By Sandra Jones
March 18, 2002
Crain's Chicago Business

As Andersen diverts its dwindling resources toward fighting federal criminal charges, burned Enron Corp. shareholders are looking beyond the accounting firm to a deeper-pocketed defendant: Wall Street.

New York-based Milberg Weiss Bershad Hynes & Lerach LLP — the lead law firm for shareholders who are suing Andersen for its role in the energy trading giant's collapse — is planning to name major investment banking firms as defendants when it files a consolidated class-action complaint in Houston federal court April 1, according to shareholders' attorneys.

Among the firms expected to be named: JP Morgan Chase & Co., Citigroup Inc., Salomon Smith Barney Inc., Credit Suisse First Boston Corp., Goldman Sachs & Co., Merrill Lynch & Co. and Banc of America Securities LLC, according to two attorneys working on the complaint. Lawyers will try to assert that the bankers knew about Enron's troubles, and in some cases invested in the controversial off-balance-sheet partnerships, while still touting Enron's stocks and bonds to investors.

The bar for proving an investment bank defrauded shareholders and bondholders has gotten higher in recent years, based on changes in the law and recent Supreme Court rulings, legal experts say. But going after Wall Street is more likely to lead to a lucrative settlement than continuing to aggressively pursue Andersen.

Widening scope

"There's a great worry that Andersen won't be there with enough cash and that other defendants need to be looked at," says Jim McCarthy, a securities and bankruptcy lawyer at Diamond McCarthy Taylor & Finley LLP in Dallas. "The looming question with Andersen and the indictment is, what does it do to their ability to help with damages? They may deserve it, but it will restrict their ability to pay."

The Chicago-based accounting firm called the Justice Department's indictment a "death penalty" for the firm.

Andersen said in a statement late last week, "The department's action places in jeopardy the firm's ability to arrive at a substantial settlement with the shareholders of Enron," adding that its "ability to fund a substantial settlement is based on preserving the firm's practice and revenues."

And, indeed, lawyers for the shareholders say they would have preferred that the government charged individual Andersen partners and employees with obstruction of justice, instead of the entire firm.

The indictment threatens Andersen's ability to stand behind its audits. It is already scaring away clients and, in turn, revenue. And without revenue, Andersen won't be able to contribute to the tens of billions of dollars of damages shareholders are seeking.

"There's not much doubt that their name is tarnished, probably beyond redemption," says Richard Leftwich, an accounting and finance professor at the University of Chicago Graduate School of Business, who has moderated forums on Enron's collapse.

One lawyer working on the amended shareholder complaint expressed doubts that Andersen would even now be able to pay the approximately $800 million it had offered weeks ago to settle all civil legal liabilities from shareholders, employees and creditors. That offer was ultimately rejected.

Andersen had intended to fund that settlement with about $250 million in insurance coverage and $550 million in profits spread over many years, one plaintiffs' attorney says. If it loses business, or goes out of business, Andersen's contribution shrinks to the $250-million insurance claim.

That doesn't mean the shareholders won't continue to pursue Andersen. But, with clients fleeing and the firm's survival in jeopardy, Andersen's not likely to have any more money to add to that pot.

Enron investors have lost as much as $60 billion, some experts say. And damages, while yet to be determined, could add up to $25 billion or more.

The plaintiffs' attorneys are also looking into adding Enron and Andersen's law firms, as well as individual Andersen partners, to the amended complaint. The existing complaint names Enron's top executives and its board of directors, but no individual Andersen partners.

But neither the law firms nor the individuals are likely to turn up big bucks.

It is little wonder, then, that shareholders' lawyers are turning their attention to the source of Enron's money.

"The investment bankers will have to face the same decisions that Andersen faces," says Roy Van Grunt, director of Washington, D.C.-based accounting consultancy Ten Ecyk Associates Inc. "Do you want to drag out this litigation and pay a lot of lawyers for years, or do you want to throw money at it and make it go away?"

Border crossing?

As for Wall Street's defense, securities law experts say the investment banks will argue that a "Chinese wall" existed between the bankers selling advice to Enron and the analysts that sold Enron's stocks and bonds.

That argument didn't hold up well in congressional hearings earlier this month, and isn't likely to sit well with a jury if the civil lawsuit ever goes to trial.

Investment banks are already under fire for the way they conducted themselves in the heady days of the bull market. They are unlikely to garner much public sympathy if the Enron shareholders look to them to pay the bill.

Says Mr. McCarthy: "The terrible thing about Enron is that the damages to so many people are so large that it's difficult to conceive of enough pockets existing to make everybody whole."

©2002 by Crain Communications Inc.



To: Cactus Jack who wrote (48741)3/20/2002 4:29:13 PM
From: stockman_scott  Respond to of 65232
 
Andersen Pleads Not Guilty

By Frank Ahrens
Washington Post Staff Writer
Wednesday, March 20, 2002; 3:05 PM

HOUSTON, March 20--The federal government's obstruction-of-justice case against auditing firm Arthur Andersen LLP was dealt an early-round blow today by a folksy defense lawyer and a judge with an upcoming vacation.

As expected in a morning arraignment, the embattled accounting firm pleaded not guilty to charges that it obstructed justice by shredding documents related to the collapse of Enron, one of Andersen's biggest clients.

After the arraignment, in a pre-trial hearing before U.S. District Judge Melinda Harmon, both sides squared off over when the trial would start, a key point to the defense.

The government, led by prosecutor Samuel Buell, had requested that the trial start in late May, after Memorial Day, citing the need to do additional research and prepare witnesses, which he estimated to number between 20 and 30. Buell said the government "welcomed" a trial to begin within the mandated period of 70 days.

But Andersen defense lawyer Rusty Hardin, well-known in Houston for his down-home courtroom acumen, pushed for a much earlier trial date, saying his client's future dims with each day that the indictment hangs over its head.

"You have a company here whose very existence is in jeopardy," Hardin said.

Buell countered that the company's well-being has not been harmed by the government.

"They had problems before we indicted them" he said.

Hardin asked Harmon to set a trial date of April 22, which government prosecutors strenuously objected to.

At that point, Harmon told the court she had booked a vacation from May 29 to June 6, had bought her tickets "and I paid out the nose for them," so she, too, was interested in moving up the trial date. She eventually decided the trial should start May 6.

Buell had no comment on the decision.

At a news conference outside the courtroom after the hearing, Andersen managing partner Gene Frauenheim said: "We need to get this resolved. Our people are nervous because we're losing clients."

© 2002 The Washington Post Company