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To: Oeconomicus who wrote (143477)6/28/2002 11:33:06 AM
From: H James Morris  Respond to of 164684
 
No! I'm not buying Xerox. I've got my own problems with accounting fraud and its in my own backyard.
>>Peregrine Systems Inc., said the Nasdaq Stock Market has notified the maker of business software that it intends to delist the company's stock next week because its financial statements fail to comply with market rules.

Peregrine shares fell 48 cents to 35 cents. Nasdaq will delist the stock of the company, whose software lets businesses track assets such as computers and vehicles, before the market opens July 5. The San-Diego based company said it would request a hearing to appeal the delisting.<<



To: Oeconomicus who wrote (143477)6/28/2002 11:39:52 AM
From: H James Morris  Read Replies (1) | Respond to of 164684
 
By Steven Pearlstein
Washington Post Staff Writer
Friday, June 28, 2002; Page A01

The sums of money this time are enormous, the audacity of the corporate misbehavior breathtaking. But according to economic historians, the kind of corporate chicanery that has come to light in recent months has been a part of every financial bubble since the Dutch Tulip Mania of the 17th century. And, they say, it could be months or years before the full extent of it is revealed and the final bills come due.

"This is all very typical," said Eugene White, a Rutgers University professor and editor of a book on financial crashes and panics.

In the euphoria of any boom, White said, rising profits and stock prices provide easy cover for underlying financial problems, allowing executives to convince themselves that even faster growth the next year will provide a magic cure. The longer the boom lasts, the more people become convinced of the inevitability of success -- and the more brazen they become in cutting corners and taking a little more off the top. In the boom environment, the risks of getting caught appear small while the potential rewards loom large.

It is only after the bubble bursts and great piles of money are lost that people ask the critical, penetrating questions that they should have asked before, White said. As many companies are now discovering, hard questions can lead to unpleasant answers, forced resignations, lawsuits and criminal investigations.

So far, the reflexive instinct of the business community and the Bush administration largely has been to blame a handful of executives. Administration officials and many in business also acknowledge that a few laws may need to be tweaked and a few more cops put on the beat while a revised set of "best practices" are worked out for executives and directors. But even with its faults, they say, the American system remains the most open, honest and efficient in the world.

Others say, however, that while the kind of headline-grabbing fraud, self-dealing and insider trading coming to light might be relatively rare, the extended euphoria of the boom years led to a slow, steady deterioration in professional and ethical standards. By the end of the boom, they argue, many companies were engaged in the kind of fudging, gamesmanship and ethical corner-cutting that, while legal, would be viewed as unacceptable in today's post-bubble environment.

"I think it is fair to say that there was nobody in the business community who is not implicated in this in some way," said Jeffrey Garten, dean of Yale University's School of Management. "Not the executives who were under the excruciating pressure of having to meet quarterly earnings targets, no matter what. Not the lawyers and the accountants and bankers who were forced to compete furiously to get and keep clients. Not the regulators who became so intimidated by all the exuberance in the air. Certainly not the underwriters or the analysts or the credit-rating agencies or you in the press.

"Even those of us at business schools are implicated," Garten said. "It's not like the educational establishment sounded any warning. We were cheerleaders, too."

Pay packages certainly did nothing to discourage executives from trying to manipulate the prices of their companies' stocks. In recent years, it was common for chief executives to be given options to buy, say, a million shares a year at a predetermined price. If your stock was selling at a price of 50 times earnings -- not unusual, at the height of the boom -- increasing reported profits by $1 a share would net you $50 million for every million options exercised. Executives with such options could -- and did -- make quick millions by coaxing share prices slightly upward.

As long as the stock price rose, others who might have blown the whistle -- auditors, investment bankers, analysts, directors -- also stood to profit greatly.

"The incentive to scam was enormous," said Kevin A. Hassett, a resident scholar at the American Enterprise Institute and author of a new book, "Bubbleology."

Six months ago, when the Enron scandal was breaking, Harvard Business School professor Jay Lorsch was among those who believed that corporate wrongdoing was the work of a "few rotten apples." Now he's not so sure.

"What's clear to me now is that we're coming out of this bubble and it was a period in which everyone in America thought they could get rich, and get rich quick," Lorsch said this week. "The pressure on CEOs and companies to produce earnings, quarter after quarter, resulted in a different kind of behavior. It was okay to manage earnings. It was okay to push the accounting envelope. That was the culture -- and it was more prevalent than we were aware."

If Lorsch is right, it is likely to be months before all the shenanigans are uncovered, the financial accounts restated and those responsible dispatched to early retirement. And the process is likely to lead to more sweeping reforms than Washington had initially contemplated.

According to Richard Sylla, the resident bubbleologist at New York University's Stern School of Business, that's what happened after the boom in the early years of the 20th century, when the Panic of 1907 gave way to Progressive Era reforms, including the creation of the Federal Reserve System. In 1913, a reform-minded accountant named Arthur Andersen started his firm on the promise of offering investors an alternative to the lax accounting standards then prevailing.

The better analogy to the present case, Sylla said, is presented by the market boom of the 1920s. Then, as now, the United States was emerging from a successful war effort -- in this case, the Cold War. At both times, new technologies promised great wealth to the companies that could harness and popularize them. In the 1920s, it was the automobile, radio and the regional electric utility. In the 1990s, it was the Internet.

After the great crash of 1929, there was a steady flow of revelations of insider trading, self-dealing and investor-snookering that eventually ensnared the president of the New York Stock Exchange. In a case similar to the current scandal engulfing Wall Street, congressional investigators uncovered evidence that the old National City Bank had pushed its brokers to sell Peruvian bonds to clients while knowing full well that the Peruvian government was on the verge of default.

Public anger over the scandals helped defeat President Herbert Hoover in the 1932 election and led to legislation that created the Securities and Exchange Commission and separated the banking industry from Wall Street investment houses. That separation was effectively repealed during the 1990s.

There is little indication that the bursting of the economic bubble will lead to anything like the Great Depression of the 1930s. But in other ways, the impact on American business and society is likely to be profound. Never before had so many Americans had so much of their savings, their compensation and their futures tied up so directly in the stock market. And never before had American business come to rely so heavily on the market, not simply as a place to raise capital but as the ultimate arbiter of success.

In the theory of "efficient markets" spun out by academics and gradually embraced by executives, policymakers and the financial press, stock price came to be viewed as better than even financial statements in determining a company's worth and prospects. The only thing that really mattered was the share price. It was the perfect intellectual foundation for a market bubble.

Jeffrey Pfeffer, a professor of organizational behavior at Stanford Business School, said it was only a small leap of logic from the theory of efficient markets to the notion that "a rising stock price justified just about any behavior."

"If your stock price went up, you were a hero. If not, not," Pfeffer said. "The only thing necessary to justify a high stock price was a high stock price."

Pfeffer thinks much of that ideology still needs to be wrung from American equity culture.

"Until people realize that capital markets are not as efficient and all-knowing as everyone thought, that companies have to be managed for customers and employees, not just for investors, that people who fleece investors ought to be treated no differently than people who hold up a bank -- until then, then I don't think things will really change very much," he said.

© 2002 The Washington Post Company

washingtonpost.com



To: Oeconomicus who wrote (143477)6/28/2002 1:19:59 PM
From: H James Morris  Read Replies (1) | Respond to of 164684
 
If you can't trust a British banker then who can you trust?

NEW YORK -- In the first criminal charges stemming directly from Enron Corp.'s financial dealings, federal prosecutors Thursday accused three former employees of a British bank of secretly investing in an Enron partnership from which they earned more than $7 million in illicit profits.

In an affidavit filed in federal court in Houston, prosecutors charged three former investment bankers at Greenwich NatWest with wire fraud, alleging that theycheated their employer by recommending that it sell its stake in an Enron partnership controlled by then-Enron Chief Financial Officer Andrew S. Fastow for $1 million--knowing it was worth much more.

Shortly after, Fastow transferred ownership rights to that stake to the three men for $250,000. Weeks later, they sold their stake for $7.3 million, the government said. Former prosecutors speculate that the government brought wire fraud charges against Gary S. Mulgrew, Giles R.H. Darby and David J. Bermingham as part of its larger probe of Fastow and other Enron executives, including former Chairman Kenneth L. Lay and former President Jeffrey K. Skilling.

"I'm sure that is going to be another segment in the continuing saga of trying to get Andy Fastow and prosecute him in the most effective way possible," said Stephen L. Meagher, a former U.S. prosecutor who now practices with law firm Phillips & Cohen in San Francisco.

"Andy Fastow is going to be one of the crown jewels of the Enron prosecution," Meagher said.

The affidavit contains transcripts of e-mails exchanged between the former British bankers, which shed new light on the internal workings of Enron's murky off-the-books partnerships. Enron used these vehicles to conceal debt and liabilities, and Fastow and his associates used them to make millions of dollars for themselves, according to an Enron board investigation.

In a series of e-mails beginning Feb. 20, 2000, for example, Bermingham told Mulgrew he would be "the first to be delighted if he has found a way to lock it in and steal a large portion for himself," according to the affidavit, which said it appears that Bermingham was referring to Fastow and a deal that would generate millions of dollars in profit.

Bermingham added: "We should be able to appeal to his greed," again referring to Fastow, according to the government.

Fastow's attorney declined to comment and attorneys for Bermingham, Darby and Mulgrew could not be reached.

The charges come less than two weeks after the government's court victory over Arthur Andersen in which the accounting firm was convicted of obstruction of justice in connection with its Enron audit.

Experts predicted after the Andersen verdict that prosecutors would turn their full attention to pursuing Enron executives.

Outside observers believe that prosecutors are most interested in building criminal cases against Fastow, who--according to the Enron board investigation--masterminded many of Enron's most suspect financial transactions.

In the wake of the Andersen conviction, Meagher said, making a deal with the government--as former Andersen auditor David B. Duncan did--might look attractive to potential defendants.

John J. Fahy, a former U.S. prosecutor, said such a charge is "an old prosecutor's trick" designed to elicit cooperation not only from the defendants but also from Fastow and Michael Kopper, the Fastow aide who ran some of the partnerships.

"This is meant to send a message, especially to Kopper, but also to Fastow, that we [the prosecutors] know what's going on, and if you're smart you'll have your lawyers come in and talk to us," Fahy said.

Mulgrew headed NatWest's structured finance group. Darby was an energy-industry banker and Bermingham reported to Darby and Mulgrew.

The financial dealings detailed in the complaint are centered on a controversial Enron partnership known as LJM Cayman. Controlled by Fastow, it is one of a handful of partnerships on which investigators have focused most intently in their probe of Enron's historic bankruptcy filing.

Ostensibly, LJM Cayman was used to limit Enron's risk in an Internet company, Rhythms NetConnections Inc., through a complex series of transactions involving Enron's own shares.

But LJM Cayman has generated interest because it was one of the partnerships from which Fastow himself reaped significant profit.

LJM Cayman had two limited partners, Campsie Limited--established by NatWest--and ERNB, established by Credit Suisse First Boston. Both Campsie and ERNB were established in the Cayman Islands, and each invested $7.5 million.

According to the affidavit, the three men collaborated to take control of NatWest's stake in Campsie, and apparently were able to capitalize on uncertainty created by a hostile takeover of NatWest's parent company, National Westminster Bank of Britain by Royal Bank of Scotland.

The document lays out a scheme in which the three men allegedly worked in coordination with Fastow to gain ownership of an LJM subsidiary, known as Swap Sub. It claims the men concealed their effort from co-workers.

In an e-mail to Darby and Mulgrew, Bermingham wrote that he had told another employee that their boss was "in the loop" about their plan but the employee should keep quiet about the venture and "just act dumb, please." In another instance, Darby told another NatWest employee to not attend a sensitive meeting at which the venture would be discussed. Darby told the employee not to worry because they were "going to get rich," according to the affidavit.

The men significantly underplayed to their bosses the value of the Swap Sub stake. NatWest subsequently agreed to sell the stake to a Fastow-controlled entity for $1 million. An identical ownership position owned by another investment bank was sold for $10 million, according to the complaint.

Weeks after acquiring the stake for $250,000, the bankers sold their position for $7.3 million, the affidavit said.