Tightening Honchos' White Collars

Corporate heads have a lot to consider in the midst of Enron and WorldCom fallout.
Posted March 21, 2005

Tim Gray

With seemingly more CEOs crunching numbers in the courtroom than in the boardroom, and as a wave of legislation controlling corporate affairs rolls on, there is no shortage of reasons for high-profile corporate titans to be tossing and turning in their sleep.

"We are moving from a period of corporate Watergate and we are cleaning up and changing the boundaries of what is acceptable and what is not," John Challenger, CEO of the Chicago-based job placement firm Challenger, Gray & Christmas, said of an evolving business atmosphere that now includes tight accounting controls enforced by the government.

That evolution is also predicated on numerous corporate scandals, including one that peaked last week with the conviction of former WorldCom CEO Bernard Ebbers on charges he ordered the telecom's finances inflated to cover massive losses.

Ebbers, 63, was accused of orchestrating an $11 billion fraud that led to WorldCom's collapse and the largest bankruptcy in U.S. history.

During the five-week trial, Ebbers and his former CFO, Scott Sullivan, took the stand as key witnesses offering quite contrary testimony of the scandal.

While on the stand last week, Ebbers maintained he was not aware that Sullivan and WorldCom accountants had falsifying financial statements until the company's collapse.

Sullivan testified as the star government witness that Ebbers instructed him quarter after quarter to "hit our numbers" -- meet Wall Street expectations. Eventually, losses that drifted away by the billions came to light once auditors took a look at company books.

Challenger believes the verdict, along with legislation regulating on corporate accounting practices, has sent a clear signal to company bosses.

"It means no more strategy of plausible deniability," he said.

And plausible deniability was the crux of Ebbers' defense, as well as one that Ken Lay of Enron is reportedly constructing with his lawyers. Simply put, it is the idea of the CEO as visionary and cheerleader who is there to control the overall picture but not to set it in motion.

Had current legislation -- most notably the Sarbanes-Oxley legislation, which requires CEOs to sign off on all quarterly accounting reports -- been enacted during the period Ebbers and others facing charges were allegedly cooking the books, the defense would have been laughable.

"It's clear from the verdict that the jury believed Sullivan and not Ebbers," said Robert Ray, the lawyer who succeeded Kenneth Starr as the independent counsel in the Whitewater investigation during the Clinton administration.

Ray said the jury obviously didn't buy Ebbers' argument that he was fooled, said Ray.

"The jury made its own determination whether that was credible," he said.

Now that the government has the attention of corporate hotshots, Lay will go to trial soon. Challenger said "the playing fields" have finally been leveled, and it is the CEO who will ultimately benefit the most.

Challenger said those in corporate America who were scrupulously honest and played by the rules during what he termed the "roaring 90s" were often left by the wayside. Anybody who was conservative often sacrificed their careers, he said.

The new legislation and awareness gained through the public trials of fallen corporate heads will change business for the better, he said.

"Initiatives to clean up corporate practices and strengthen audit forms will control CEOs who used to operate on a different set of rules," Challenger said. "There will always be aggressive CEOs who play close to the boundaries, but now those boundaries are clearly defined."

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