Enron Scandal

ByNiket Ratta – 18032Shivang Sethi – 11820

Introduction The Enron scandal (October 2001), led to the bankruptcy of the Enron Corporation,

an American energy company based in Houston, Texas which was formed by Kenneth Lay in 1985 by merging Houston Natural Gas and Inter-North.

Also led to the dissolution of Arthur Andersen, which was one of the five largest audit and accountancy partnerships in the world.

Enron was cited as the biggest audit failure.

Main Points To Cover :

About ENRON Causes Of Downfall Timeline Of Downfall Aftermath Implications Sarbanes-Oxley Act Conclusion

About Enron Enron Corporation - American energy company based in Houston, Texas.

Formed in 1985 by Kenneth Lay by merging natural gas pipeline companies, namely, Houston Natural Gas and Inter North.

Employed approximately 20,000 staff.

One of the world’s major electricity, natural gas, communications, pulp & paper companies.

Revenues of nearly $111 billion in 2000.

Fortune Magazine named Enron “America’s Most Innovative Company” for six consecutive years.

What made it a “Scandal” ?The bankruptcy of Enron shook the entire system. Some highlights brought about when this scandal had been exposed were:

1. $30 million of self-dealings by the Chief Financial Officer.

2. $700 million of net earnings disappeared.

3. $1.2 billion shareholder’s equity disappeared.

4. Over $4 billion in hidden liabilities.

Many of Enron’s recorded assets and profits were inflated or even wholly fraudulent and non-existent.

Debts & equities were put into entities formed “offshores” that were not included in the company’s financial statements

Causes of Downfall

CAUSES

Revenue Recognition

Special Purpose Entities

Corporate Governance

Issues

Mark-to-Market

Accounting

Revenue Recognition

The company showed entire sales value as revenue in it financial statements.

As a result, Enron’s revenues increased from $13.3 billion to $100.8 billion.

This 65% annual increase was unprecedented in the energy industry wherein growth of 2-3% is considered respectable.

Mark-to-Market Accounting When Skilling joined the company, he demanded that the trading business

adopt mark-to-market accounting, citing that it would represent "true economic value.”

Income was estimated as present value of net future cash flow. The viability of the contracts and the related costs were difficult to estimate.

Investors were given false or misleading reports due to large discrepancies between profits & cash.

Enron recognized estimated profits of more than $110 million from the Enron-Blockbuster Deal (July 2000), even though analysts questioned the technical viability and market demand of the service.

When the network failed to work, Blockbuster withdrew from the contract. Enron continued to recognize future profits, even though the deal resulted in a loss.

Special Purpose Entities

Enron used special purpose entities, created to fulfill a specific purpose to fund or manage risks associated with specific assets.

As a result of one violation, Enron's balance sheet understated its liabilities and overstated its equity, and as a result, its earnings were overstated.

Investors were oblivious to the fact that the special purpose entities were actually using the company's own stock and financial guarantees to finance the hedged downside risk in its own illiquid investments, protecting itself from the same.

Notable examples of special purpose entities that Enron employed were JEDI, Chewco, Whitewing, and LJM.

How they carried it out …

Corporate GovernanceEven with its complex corporate governance and network of intermediaries, Enron was still able to "attract large sums of capital to fund a questionable business model, conceal its true performance through a series of accounting and financing maneuvers, and hype its stock to unsustainable levels."

Corporate Governance

Issues

Executive Compensation

Risk Management Financial Audit Audit

CommitteeEthical & Political Analysis

• Excessive compensations were given to the executives in order to maximize bonuses. The focus was on short term earnings.

• Executives stressed high volume deals instead of of cash flows or profit. On December 31, 2000, stock options accounted for about 13% of the company’s issued shares.

Executive Compensatio

n

• Enron bankruptcy was attributed to its reckless use of derivatives and specials purpose entities.

• By hedging its risks with special purpose entities , the company retained its risks associated with the transactions.

Risk Managemen

t

• Both the audit function and accounting function in Enron were fraudulent and opaque.

• Management of Enron pressurized the auditors to deviate from the established auditing standards.

• There was a conflict of interest as the auditors earned more as consultancy fees much more than audit fees.

Financial Audit

• Ethical explanations centered on executive greed and hubris, a lack of corporate social responsibility, situation ethics and get-it-done business pragmatism.

• Political-economic explanations cited post 1970s deregulation and inadequate staff and funding for regulatory oversight.

Ethical & Political Analysis

• No technical knowledge to question auditors properly on accounting issues relating to the company’s SPEs.

• Also unable to question the company’s management due to pressures on the committee.

• Enron collapsed due to reliance on political lobbying, rent seeking and the gaming of regulations.

Audit Committe

e

Aftermath Enron's shareholders lost $74 billion in the four years before the company's

bankruptcy. To pay its creditors, Enron held auctions to sell assets including art, photographs, logo signs, and its pipelines.

In May 2004, more than 20,000 of Enron's former employees won a suit of $85 million for compensation of $2 billion that was lost from their pensions. From the settlement, the employees each received about $3,100.

The next year, investors received another settlement from several banks of $4.2 billion.

In September 2008, a $7.2-billion settlement from a $40-billion lawsuit, was reached on behalf of the shareholders.

ImplicationsBetween December 2001 and April 2002, the Senate Committee on Banking, Housing, and Urban Affairs and the House Committee on Financial Services held multiple hearings about the Enron scandal and related accounting and investor protection issues. These hearings and the corporate scandals that followed Enron led to the passage of the Sarbanes-Oxley Act on July 30, 2002.

The main provisions of the Sarbanes-Oxley Act included:

The establishment of the Public Company Accounting Oversight Board to develop standards for the preparation of audit reports.

The restriction of public accounting companies from providing any non-auditing services when auditing.

Provisions for the independence of audit committee members, executives being required to sign off on financial reports, and relinquishment of certain executives' bonuses in case of financial restatements.

And expanded financial disclosure of companies' relationships with unconsolidated entities.

Sarbanes-Oxley Act

Sarbanes-Oxley Act (Revised)In June 2002, the New York Stock Exchange announced a new governance proposal, which was approved by the SEC in November 2003. The main provisions of the final NYSE proposal include:

All companies must have a majority of independent directors.

Independent directors must comply with an elaborate definition of independent directors.

The compensation committee, nominating committee, and audit committee shall consist of independent directors.

All audit committee members should be financially literate. In addition, at least one member of the audit committee is required to have accounting or related financial management expertise.

In addition to its regular sessions, the board should hold additional sessions without management.

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