Enron

You don’t have to look far these days to find examples of corporate scandals involving fraud. A new study finds that performance-based pay is to blame for fraudulent behavior and actually motivates people to “cook the books”. Judi McLean Parks, the Reuben C. and Anne Carpenter Taylor Professor of Organizational Behavior at Olin Business School at Washington University in St. Louis and co-author of the study believes the results have implications for CEO compensation plans and the financial difficulties many companies are experiencing today. “All I have to do is look at Enron, Fannie Mae, Freddie Mac to know that this does happen. And now we’ve demonstrated the causal link to contingent pay.” Fraud uncovered at Fannie Mae alone from 1998-2004 has been estimated to be in excess of $10.6 billion.

When the Conrad Black trial gets under way in March, the argument will be similar to the case against Tyco’s Dennis Kozlowski rather than the cases against Ken Lay or Bernard Ebbers, says Samuel W. Buell, J.D., associate professor of law at Washington University in St. Louis. “This is a case about whether an executive looted his own company, not whether he committed accounting fraud,” says Buell, a former Enron prosecutor. “In a looting case, the battle is often over the testimony and credibility of the members of the board of directors.” More…

Corporate governance has been in the forefront of public debate lately, thanks to such high-profile events as options backdating, the awarding of inflated CEO compensation packages and efforts to augment shareholder empowerment. These larger scandals have implications that reach beyond the boardroom into every aspect of an enterprise. Ultimately, the transgressions take their toll on all of society, according to Stuart Greenbaum, former dean of the business school at Washington University in St. Louis.

Over the past five years, corporate governance has undergone historic changes. In addition to new policies enacted by state judiciaries and attorneys general, Congress adopted the Sarbanes-Oxley Act, the U.S. Securities and Exchange Commission enacted important securities law reforms, and the New York Stock Exchange and NASDAQ reformed listing standards. The world’s leading experts on corporate governance will come together to discuss the impact of these changes during a conference at Washington University in St. Louis Sept. 29 – Oct. 1.

Executive pay is sometimes appropriate, often not.In a perfect business world, corporate governance and decision-making would follow sound and rational processes. And, indeed, Professor Todd Milbourn has discovered that, at times, executives are compensated appropriately and appropriate decisions are taken. This finding is from what he calls the “bright side” of his research. But, the real world can also serve up Disneys, Enrons, and WorldComs. Not all mismanagement, however, makes the front pages or drives companies into bankruptcy. More commonly it goes on unnoticed or as accepted practice, says Milbourn, associate professor of finance at the Olin School of Business at Washington University in St. Louis. His collaborative research also reveals a “dark side,” where companies reward chief executive officers simply for being lucky and where “yes men” often rule.

StewartCan Martha Stewart regain the trust of her customers or could Enron’s former chief Ken Lay get a new job under the clouds of suspicion left in the wake of their legal problems? It depends upon the match between how they respond to the allegations and the extent to which the alleged offense is perceived to involve their integrity or their competence, according to a recent study by Washington University in St. Louis professor Kurt T. Dirks and three colleagues.