Enron Case Study
Seven years after the fact, the story of the meteoric rise and subsequent fall of the Enron Corporation continues to capture the imagination of the general public. What really happened with Enron? Outside of those associated with the corporate world, either through business or education, relatively few people seem to have a complete sense of the myriad people, places, and events making up the sixteen years of Enron’s existence as an American energy company.
Some argue Enron’s record-breaking bankruptcy and eventual demise was the result of a lack of ethical corporate behavior attributed, more generally, to capitalism’s inability to check the unmitigated growth of corporate greed. Others believe Enron’s collapse can be traced back to questionable accounting practices such as mark-to-market accounting and the utilization of Special Purpose Entities (SPE’s) to hide financial debt. In other instances, people point toward Enron’s mismanagement of risk and overextension of capital resources, coupled with the stark philosophical differences in management that existed between company leaders, as the primary reasons why the company went bankrupt. Yet, despite these various analyses of why things went wrong, the story of Enron’s rise and fall continues to mystify the general public as well as generate continued interest in what actually happened.
The broad purpose of this paper is to investigate the Enron scandal from a variety perspectives. The paper begins with a narrative of the rise and fall of Enron as the seventh largest company in the United States and the sixth largest energy company in the world. The narrative examines the historical, economic, and political conditions that helped Enron to grow into one of the world’s dominant corporation’s in the natural gas, electricity, paper and pulp, and communications markets. Upon providing the substantive narrative of Enron’s rise and fall, the paper continues with an explanation of what went wrong based on two frameworks provided by leadership and ethical theory. From the leadership framework, both trait and transformational leadership theories have been identified as the appropriate analytical tools for examining Enron’s culture whereas the two ethical systems of egoism and mixed deontology provide the philosophical foundations for analyzing the Enron matter from an ethical perspective.
The third and final part of the paper examines the policy responses to the Enron scandal. After providing an overview of the Sarbanes-Oxley (SOX) legislation, the policy theories associated with the work of Frank Baumgartner and Bryan Jones (punctuated equilibrium) and Murray Edelman (symbolic politics) will be applied in order to gain a better understanding of Congress’ policy response to the Enron matter. It is hoped that via the application of these two policy theories, future policy makers will gain a better appreciation for how and why policy is created as well as the overall effect policy has on governance issues within the private and public sectors.
The Rise of Enron
Enron Corporation was born in the middle of a recession in 1985, when Kenneth Lay, then-CEO of Houston Natural Gas Company (HNG), engineered a merger with Internorth Incorporated (Free, Macintosh, Stein, 2007, p. 2). Within six months of the merger, the CEO of Internorth Inc., Samuel Segner, resigned leaving Lay as the CEO of the newly formed company. Shortly thereafter, HNG/Internorth was renamed Enteron, a name which was later shortened to Enron in 1986. The new company, which reported a first year loss of over $14 million, was made up of $12.1 billion in assets, 15,000 employees, the country’s second-largest gas pipeline network, and an enormous amount of debt (p. 2).
In the initial years, Enron attempted to function as a traditional natural gas firm situated in a competitive, yet regulated energy economy (Free, Macintosh, Stein, 2007, p. 2). Due to its tremendous debt and early losses on oil futures, however, the company had to fight off a hostile takeover and its stock did little to impress to the traders on Wall Street (p. 2). Fortunately for Enron, things began to change in American governmental policy with respect to the way the natural gas industry operated. At the core of Enron’s historical rise to power, lies the concept of policy-driven, market deregulation.
In the mid-to-late 1980’s, the natural gas market was deregulated through a series of federal policies, most notably Federal Energy Regulatory Commission (FERC) Order No. 436, the Natural Gas Wellhead Decontrol Act of 1989 (NBGWDA), and FERC Order No. 636 of 1992. Each of these policies was designed to eliminate the regulatory constraints by the federal government on the natural gas market, largely, to help avoid a repeat of the tough economic issues resulting from the 1970’s energy crisis (“The History of Regulation,” 2004). Enron capitalized on the governmental deregulation of the natural gas market by providing consumers with greater access to natural gas via their nationwide pipeline system. Due to deregulation, as supplies increased and the price for natural gas fell by over 50 percent from 1985 to 1991, Enron was able to charge other firms for using their pipelines to transport gas. Likewise, Enron was also able to transport gas through other companies’ pipelines (Culp and Hanke, 2003, p. 8).
Around this time, Jeffrey Skilling, an up and comer working for the consulting firm McKinsey and Company, began working with Enron. Beginning in 1987, Skilling started his work in creating a forward market for Enron in the deregulated natural gas sector. To help create this market, Skilling argued that Enron needed to set up a “gasbank” to help intermediate gas purchases, sales, and deliveries (Culp and Hanke, p. 8). Skilling’s major selling point to Enron CEO Kenneth Lay was that in an era of post deregulation, customers needed risk management solutions in the form of a natural gas derivatives market or, a place where consumers could purchase forward contracts to help alleviate price volatility commonly found in the natural gas industry.
In this regard, Skilling was, according to Culp and Hanke (2003), “…functioning as a classic entrepreneur. Skilling spotted an opportunity to develop new markets. By introducing forward markets, individuals could acquire information and knowledge about the future and express their own expectations by either buying or selling forward (p. 8).” Lay eventually went for Skilling’s concept of the gasbank and the Enron GasBank was established (McLean and Elkind, 2003, pp. 35-37).
From an economic perspective, Enron was the market maker for natural gas derivatives in the political era of deregulation of the late 1980’s and early 1990’s. Through their GasBank, Enron was able to both buy and sell natural gas derivatives and effectively became, “the primary supplier of liquidity to the market, earning the spread between bid and offer prices as a fee for providing the market with liquidity” (Culp and Hanke, p. 9). The fact that Enron also had physical assets in the form of natural gas pipelines further leveraged their position in this new market and helped to control some of the residual price risks arising from its market making operations, otherwise known as Enron Gas Services (EGS) and later Enron Capital and Trade Resources (EC&TR). Risk management solutions were provided to customers, in part, via Enron’s knowledge of congestion points that were likely to impact supply and demand within the physical system of gas pipelines. This allowed Enron to trade around congestion points and helped them to exploit their knowledge of the surplus or deficit in pipeline capacity. All of this was accomplished within a financial market based on futures trading that Skilling had helped to create through his application of the gasbank concept as Enron’s market wholesaler (Culp and Hanke, p. 10).
During the 1990’s, Enron began to delve into other aspects of the energy market such as electricity, coal, and fossil fuels in addition to pulp and paper production. They did so by utilizing what Skilling described as an “asset light” philosophy (Culp and Hanke, 2003, p. 10-11). According to the asset light strategy, Enron would,
Begin with a relatively small capital expenditure that was used to acquire portions of assets and establish a presence in the physical market. This allowed Enron to learn the operational features of the market and to collect information about factors that might affect market price dynamics. Then, Enron would create a new financial market overlaid on that underlying physical market presence-a market in which Enron would act as market maker and liquidity supplier to meet other firm’s risk management needs” (p. 11).
Based on this strategy of financial trading activity overlay, as well as the measured, disciplined leadership provided by Enron’s then-President and Chief Operating Officer (COO) Richard Kinder, Enron Corporation was able to position itself as a dominant energy company in the United States and one of major energy players in the world by the mid-1990’s. An example of Enron’s innovative approach to the energy business was their development of the hugely successful Teesside power plant in England, pushed through by former Enron employee John Wing in 1992-93. Throughout its history, however, Enron’s consistent financial and market successes, like Teesside, took place only in the energy sector or, a sector in which they held considerable physical assets. Although Enron attempted on numerous occasions to repeat their financial successes in other markets such as water and broadband, they were never able establish the comparative advantage they initially held in the deregulated, natural gas sector (Culp and Hanke, p. 12).
Once established as a major player in the natural gas market, Enron began utilizing its resources to exert its influence on U.S. political processes. For example, Kenneth Lay was one of George W. Bush’s key backers during Bush’s early political career as the Governor of Texas and this connection continued up through, and beyond, the younger Bush’s run for the presidency in 2000. (Hunnicutt, 2007, p. 5). Lay’s connection to Bush’s presidential campaign came in the form of significant campaign donations both to Bush, $113,800, and the Republican Party, $1.2 million in 2000 (Gutman, 2002, pp.1-2). According to Hunnicutt, “Lay, after all, was for a long time one of Bush’s most important political supporters” (p. 2).
The Bush administration responded to Lay’s financial support by placing former Enron executives in posts within the federal government (Gutman, p. 5). Lay, himself, was given veto power over the important position of chairman of the FERC as well as a prominent position within the highly secretive, Cheney-led Energy Task Force early on in the Bush presidency (p. 5). When, for example, it became apparent that Lay did not agree with the chairman of the FERC on key energy issues directly impacting Enron, Lay asked that the chairman change his views or run the risk of being replaced. Needless to say, when the chairman’s term expired, he was not reappointed. Lay then provided a short list of new appointees for the FERC to President Bush. Two of Lay’s choices were appointed after Mr. Lay recommended them to Vice-President Cheney. One of them, Pat Wood, was appointed to the post of chairman of the FERC on September 1, 2001, a position he held until his resignation in 2005 (Gutman, 2002, p. 2).
Enron’s political machinations were not, however, limited to President Bush and the Republican Party. Apparently, during the Clinton administration of 1992-2000, under which Enron flourished considerably, Enron contributed funds to the Democratic Party in excess of $500,000 in addition to one time contributions of $100,000 and $25,000, respectively, to the 1993 Clinton inauguration and celebration (Smith, 2002). The Clinton administration responded to Enron’s lobbying presence by supporting the deregulation of electricity at the federal level as evidenced by the U.S. Department of Energy’s failed deregulation bill of the mid-1990’s. Some states, like California, bowed to the political pressure created via Enron’s lobbying presence in their state legislature and eventually chose to deregulate, at least partially, their publicly held electric utilities (Hauter and Slocum, 2001). The disastrous consequences of this action, including Enron’s involvement in the, “gaming of the California system,” which led to the Western Energy Crisis of 2000 and 2001, have been well documented (McLean and Elkind, 2003, pp.271-83).
A second response to Enron’s support of the Clinton administration can be found in a trip made to India in 1995 by then-U.S. Secretary of Commerce Ron Brown and Ken Lay. The two men traveled to India to oversee the signing of the loan agreement by the Dabhol Power Company with the U.S. Export-Import Bank and the “independent” U.S. government agency, Overseas Private Investment Corporation (OPIC). Later in 1995, when the $3 billion Dabhol project was in jeopardy due to local political opposition, then-U.S. Energy Secretary, Hazel O’Leary issued a warning to India that any actions in opposition to the Enron backed project would discourage future foreign investment. According to Emad Mekay of the India Resource Center (2003), Enron, “…regularly and aggressively called on staff from the Treasury, the State Department, the Office of the U.S. Trade Representative, and the World Bank to meet with foreign officials to favorably resolve its problems and disputes with their governments” (p. 1). In the end, the Dabhol Project turned out to be a financial disaster, both for Enron and the Indian Maharashtra state in which it was located (McLean and Elkind, 2003, pp. 79-83).
This, however, did little to deter Enron and its political game playing as evidenced by the continual lobbying pressure they placed on U.S. government officials to arrange deals and help settle international disputes between Enron and nations like Turkey, Argentina, and Brazil (Mekay, pp. 1-2). Regarding Enron’s connection to the federal government, Tyson Slocum, a research director with Public Citizen, a U.S.-based consumer group, stated (2003), “Enron, for its size, flexed an enormous amount of political muscle…Enron used its money and connections to distort government policies in a way that gave it free rein to cheat consumers (pp. 1-2).
The Fall of Enron
In a way, Enron went bankrupt for the same general reason that all companies go bankrupt: they invested in projects that proved too risky and, in turn, they were unable to keep up with the debt obligations of the firm (Niskanen, 2005, p. 2). This does little, however, to explain the specific reasons why Enron became the largest company to file for bankruptcy in U.S. history. Although many will point to Enron’s abuse of accounting and disclosure policies such as mark-to-market accounting, utilization of SPE’s to hide debt, and using inadequately capitalized subsidiaries and SPE’s for “hedges” to reduce earnings volatility as the primary causes for bankruptcy, these abuses were merely symptomatic of a larger problem at Enron: identity crisis. What eventually brought Enron to its knees was the incompatibility of two competing ideological systems relating to how Enron was to operate as a company and make its money.
Prior to the resignation of Richard Kinder in 1996, Enron’s President and COO, a contentious struggle for control was taking place within the upper tier of management at Enron. Two individuals with vastly different leadership styles and management strategies were competing for Ken Lay’s favor as his number two person in the company. These two charismatic leaders at Enron were Jeffrey Skilling and Rebecca Mark. Each employed a different strategy for doing business. Skilling was a proponent of the asset light strategy discussed earlier. Mark, on the other hand, was a firm believer in the philosophy of asset rich, or heavy, infrastructure development in areas such as energy, water, and telecommunications.
As President of Enron International (EI), Mark pursued a business strategy that involved the acquisition or development of capital-intensive and high-debt projects such as the Dabhol Power Plant (Niskanen, 2005, p. 3). As Enron’s primary deal-maker for major power plants and water companies, she believed that projects could be developed on the basis of their own merit and that the return on an investment was a long-term process that needed to be cultivated and realized over time. In effect, Mark’s philosophy was the antithesis of Skilling’s asset light “make money now” strategy which involved financial trading activity overlaying a minimal physical asset base in a deregulated market.
The conflict between Mark and Skilling became more apparent after Kinder’s resignation in 1996. In 1997, Lay announced that Skilling was replacing Kinder as the President and COO at Enron. This did little to quell the competitive atmosphere that had developed at Enron between Mark’s EI and Skilling’s EGS and EC&TR. Mark continued to advance her position and asset rich strategy within the company, investing heavily in overseas projects like the Dabhol Plant in India and the Azurix operations in Argentina, Canada, and Britain. Unfortunately for Mark, however, many of these projects never resulted in the accrual of long-term profits for Enron. While Mark and her employees at EI were reaping millions of dollars worth of compensatory benefits from developing these deals, seemingly one after the other, few were aware of how heavily these failed overseas projects were indebting the company. According to the former CEO of a major oil company, “The failure of Enron before all the accounting scandals can be seen in the results overseas” (McLean and Elkind, p. 71).
In the final analysis of the fall of Enron, one may pinpoint the ideological friction between Skilling and Mark and the identity crisis that ensued, in addition to the resignation of Rich Kinder whose obsession with the levels of cash flow at Enron had helped to keep the company in the black during the early-to-mid 1990’s, as central reasons why Enron went bankrupt (Niskanen, p. 3). Skilling’s asset light model required that Enron maintain sufficient equity capital and borrowing capacity to cushion the intermittent loss of cash flow from its trading activities (p. 3). Initially, Skilling’s market maker, the GasBank, did quite well. Over time, however, the wholesale markets for natural gas and electricity became more competitive making it increasingly difficult for Enron Financial to post additional quarterly earnings and continue gaining Wall Street’s favor as a blue-chip stock (p. 3). As the margin for error decreased within Skilling’s asset light model, due in large part to increased market competition, the asset rich model employed by Mark, as has been demonstrated, was taking on heavy losses at the international level with failed investments in water, power plants, and broadband.
As if an identity crisis at Enron weren’t already enough, high level managers in both Mark’s and Skilling’s camps were taking advantage of huge compensation packages for having completed deals and demonstrated quarterly earnings through, in many instances, questionable trading and accounting measures such as mark-to-market accounting and the use of SPE’s. The compensation structure at Enron fostered a culture of narcissism that rewarded individuals such as Chief Financial Officer (CFO) Andrew Fastow for creating illegal schemes like Chewco to hide Enron’s mounting debt and, ironically, provided generous kickbacks for doing so. Coupled with the problems arising from Mark’s and Skilling’s infighting over which business/economic model to follow, the accounting scandals that publicly emerged in 2001 were enough to finally bring Enron to its knees. In the following paragraphs, the paper will take a look at how and why Enron’s organizational culture developed and what went wrong from variety of leadership and ethical perspectives. In total, four theories will be explained and applied as the lenses in which to more completely examine the leadership that fostered the culture at Enron.
Leadership and Ethical Theories
Trait and Transformational Theories of Leadership
This portion of the paper focuses on two specific leadership theories that help to explain how and why the Enron culture developed. Those two theories are trait theory and transformational theory. To begin, the trait theory approach to leadership was one of the first attempts by 20th century scholars to identify the qualities that made up leadership. It was initially known as the “great man theory” due to the fact that many studies focused on the universal qualities or characteristics that made leaders great in social, political, and military arenas (Northhouse, 2004, p. 15).
By the mid-20th century, however, researcher and scholar, R.M. Stogdill, began questioning the universality of leadership traits. What Stogdill found was that leadership changed depending on the situations encountered by leaders and followers. In Stogdill’s model of leadership, personal factors or leadership traits enmeshed with social situations and group member behaviors to create an emergent sort of leadership that took on socially constructed meaning. The core idea within this model was that leadership was not a passive process but an active one involving leaders and group members working together in a variety of co-determinous situations.
What Stogdill and other researchers later discovered was that there were five major leadership traits that emerged from socially constructed situations encountered by leaders and group members. The five traits identified were: intelligence, self-confidence, determination, integrity, and sociability (Northouse, p. 19). In this model, each of the five traits worked together to help provide effective leadership. When all five traits were present and effectively functioning there was a balance between the individual leader and the situational factors needed to both influence group member behavior and develop a healthy organizational culture. If, however, one or more of the traits was significantly lacking in the leader, problems could then arise in the construction of the situationally based social exchanges between the leader and the group members impacting, in a negative manner, the development of organizational culture.
In looking at the leadership that developed at Enron, one can see how the absence of a key trait like integrity negatively impacted the development of the organization’s culture. According to Northouse (2004), integrity is an important leadership trait for it involves,
…the quality of honesty and trustworthiness. Individuals who adhere to a strong set of principles and take responsibility for their actions are exhibiting integrity. Leaders with integrity inspire confidence in others because they can be trusted to do what they say they are going to do. They are loyal, dependable, and not deceptive. Basically, integrity makes a leader believable and worthy of our trust (p. 20).
Integrity was not a trait frequently exhibited by many of the executive leaders within the culture at Enron. Jeffrey Skilling, for example, was a supremely confident, intelligent, and determined leader. His ability to provide a vision for the company was, by many accounts, amazing and inspiring. Skilling’s leadership style was one that exemplified and encouraged creativity and risk-taking, especially as it related to the maximization of profit and Enron’s share value (Free, Macintosh, and Stein, 2007, p 5).
In the case of Skilling’s leadership style, however, the maximization of profit was aggressively taken to such an extreme that the leadership trait of integrity became a non-factor within the culture at Enron. This lack of integrity was a serious flaw within the organizational structure and culture of the company for while important group members, like Andrew Fastow, began encountering situations requiring the honest disclosure of financial information; few employees or group members were provided with the external motivation from Skilling’s leadership to tell the truth about Enron’s real financial situation. Those individuals that did have the integrity to speak honestly about Enron’s financial losses were dismissed, demoted, or summarily fired by those in power in a process known in the Enron lexicon as “rank and yank” (Free, Macintosh, and Stein, 2007, p. 7). The overall lack of integrity on the part of leadership helped to foster a “me-first” and “dog-eat-dog” attitude within the rank and file of Enron. As time passed, those attitudes crystallized into cultural values and norms heavily influencing narcissistic patterns of behavior demonstrated, most vividly, by the cut throat environment of Enron’s financial trading floor.
Transformational theory is another perspective from which to view the development of Enron’s culture via its leadership. According to Northouse (2004), transformational leadership is,
…a process that changes individuals. It is concerned with emotions, values,
ethics, standards, and long-term goals, and includes assessing followers’ motives,
satisfying their needs, and treating them as full human beings. Transformational
leadership involves an exceptional form of influence that moves followers to
accomplish more than what is usually expected of them. It is a process that often
incorporates charismatic and visionary leadership (p. 169).
The term transformational leadership was coined by Downton in 1973 but the concept appeared, most significantly, in the work of political sociologist James MacGregor Burns and his book entitled Leadership (1978). In the book, Burns identified two distinct types of leadership: transactional and transformational. For Burns, transactional leadership represented the majority of leadership models and involved exchanges that occurred between leaders and their followers. Transformational leadership, on the other hand, was a leadership process whereby the individual leader engaged with the follower in such a way as to create a connection that increased the motivation and morality in both leader and follower alike (Northouse, 2004, p. 170).
While many consider transformational leadership to be one of the most effective ways of influencing others to follow a given path in pursuit of a common goal, there are criticisms of the theory. One weakness is that it is elitist and antidemocratic. In this interpretation of the theory, the transformational leader acts independently and places his or her needs above their followers’ needs, leading to less than participative decision making processes and, potentially, authoritarianism. Another criticism is that the theory suffers from a “heroic leadership” bias. In this instance, it is the leader who initiates all of the momentum influencing followers to do great things. Rarely, if ever, do the followers have the opportunity to reciprocate this momentum and impact the leader in a genuine fashion. A final, and likely the greatest, criticism of transformational leadership theory is its potential for abuse by leaders. In the words of Northouse (2004), “Transformational leadership is concerned with changing people’s values and moving them to a new vision. But who is to determine if the new directions are good and more affirming? Who decides that a new vision is a better vision” (p. 187)?
In terms of assessing the development of Enron’s culture, transformational leadership theory offers a unique perspective. Clearly, Kenneth Lay, Jeffrey Skilling, and Rebecca Mark were transformational leaders at Enron. They led the company to unprecedented heights that few believed could be achieved by a natural gas company. Innovation, creativity, and risk-taking were all positive cultural values imbued in Enron’s workforce by its leaders. Even as late as 1999, Enron was being hailed by Fortune magazine as, “American’s Most Innovative Company,” “No.1 in Quality of Management,” and Skilling as, “The #1 CEO in the USA” (Free, Macintosh, and Stein. 2007, p. 2).” One must ask, however, for whose benefit and to what ends were Enron’s transformational leaders acting on behalf of? Outside of Rich Kinder, how many of Enron’s brass really thought about the impact their short-term personal behaviors were having on the long-term health of the company and with it the lives and futures of thousands of company employees, shareholders, and U.S. energy consumers?
Few will argue that Enron’s hierarchy of leadership abided by the kind of moral standard, other than making money as quickly as possible, that has become a central tenet of the transformational leadership model. In this respect, the moral-less transformational leadership present in Enron’s organizational culture can be viewed as both an asset and a weakness for it was primarily through the charismatic personas of Lay, Skilling, and Mark that the company was driven to its greatest financial heights and deepest valleys. At Enron, however, this morally absent form of transformational leadership became a double edged sword that eventually cut off executive leaders like Lay from the financial reality existing around them. This disconnect with reality, coupled with the general lack of integrity on the part of leadership, ultimately fed into a culture of narcissism; a culture that permeated throughout the entire organization.
Ethical Theories of Leadership
In the following paragraphs two ethical frameworks will be utilized to help explain what was missing in the leadership at Enron that allowed its particular culture to develop. From an ethical perspective, one need look no further than the tradition of ethical egoism to help explain how and why a culture of narcissism emerged within Enron. According to Pojman (2006), ethical egoism is loosely defined as, “the doctrine that it is morally right always to seek one’s own self-interest” (p. 81). Within the broad parameters provided by that definition, Pojman argues that there are roughly four different types of ethical egoism: psychological egoism, personal egoism, individual egoism, and universal ethical egoism (pp. 81-82).
Of the four kinds of egoism proposed by Pojman, universal ethical egoism most closely aligns itself with how Enron’s culture developed. The theoretical basis for universal ethical egoism consists of, “a theory that everyone ought always to serve his or her own self-interest. That is, everyone ought to do what will maximize one’s own expected utility or bring about one’s own happiness, even when it means harming others” (p. 87). In order to become theoretically grounded, universal ethical egoism makes use of a sophisticated argument that consists of individuals giving up their short-term interests in pursuit of long-term ones. At the core of the argument lies the concept that everyone is encouraged to seek their own self-interest, however, in order to do so, some compromises are necessary. This type of rationalized self-interest forms the basis of the universality of ethical egoism and helps to conceptualize, at least from an egoist perspective, the basic foundations of Hobbesian liberty.
Remarkably, the leaders at Enron (i.e. Lay, Skilling, Mark, et. all) were all complicit in the propositioning of this inimitable form of ethical egoism. They surmised that the short-term compromises promulgating the long-term development of self-interest within the company’s organizational culture were indeed derivative of ethical corporate behavior. At Enron, the pursuit of rationalized self-interest was taken to such an extent that the concept of compromise, even at the expense of other ethical considerations like integrity, became nomenclature for how to do ethical business in a capitalistically based free market economy. The effect of leadership’s validation of this type of business philosophy was the development of a narcissistic corporate culture. In an article by Gini (2004), business ethicist and accountant John Dobson comments that in this way, “Ethical guidelines are viewed in the same way as legal or accounting rules: they are constraints to be, wherever possible, circumvented or just plain ignored in the pursuit of self-interest, or in the pursuit of the misconceived interests of the organization” (p. 2).
The overt application of the universal ethical egoistic framework subverted any attempts within Enron’s organizational structure to maintain other ethical principles or the integrity of accountability systems of management such as the Peer Review Committee (PRC). Self-interest and ethical compromise provided the platform for Enron’s leaders and employees to justify behavior like the PRC’s policy of “rank and yank” that should not have been condoned. As mentioned above, integrity was a non-factor and a complete missing link for leadership when it came to establishing a bottom line for subordinates, a bottom line based solely on profit maximization and performance increase in the market share value of the company. Without an honest system of accountability or practiced standard of ethics in place within the leadership hierarchy at Enron, group members fell prey to a culturally reinforced mentality of serving their own rationalized self-interests at the expense of the overall health of the company and its shareholders.
Another ethical perspective from which one may view the development of the culture at Enron is from the framework provided by mixed deontological ethics. The architect of mixed deontology was the University of Michigan philosopher William Frankena. In Frankena’s philosophical model, the opposing systems of teleology and deontology were reconciled through the principles of beneficence and justice (Pojman, 2006, p. 150). According to the first principle, human beings were to strive to do good without demanding that there be a measurement or weight put on good and evil. Frankena further provided four subprinciples arranged hierarchically to help explain the principle of beneficence:
- One ought not to inflict evil or harm.
- One ought to prevent evil or harm.
- One ought to remove evil.
- One ought to do or promote good.
The second principle in Frankena’s system of mixed deontology is the principle of justice (Pojman, p. 150). In the words of Pojman (2006), the principle of justice, “…involves treating every person with equal respect because that is what each is due…there is always a presumption of equal treatment, unless a strong case can be made for overriding this principle” (p. 150). Of the two fundamental principles, the principle of justice is considered a priori within the Frankenaian system.
Although Frankena’s innovative approach provides fertile territory for the reconciliation of the competing systems of utilitarianism and deontological ethics, one major criticism of the theory rests with how one adjudicates between the two principles amidst a moral conflict or ethical dilemma. In response to this criticism, Frankena offered an intuitive approach to resolving moral conflict and competition between the principles of beneficence and justice. Pojman states (2006), “We need to use our intuition whenever the two rules conflict in such a way as to leave us undecided on whether beneficence should override justice” (p. 151).
In the case of Enron and its cultural development as an organization it seems that the principles of beneficence and justice were neither in conflict nor markedly present despite the company’s robust motto of, “Respect, Integrity, Communication, and Excellence,” and vision and values statement of, “We treat others as we would like to be treated ourselves…We do not tolerate abusive or disrespectful treatment. Ruthlessness, callousness and arrogance don’t belong here” (“Ruined by Enron”, 2002). Enron’s leadership simply did not live out the ethics they claimed to have valued. Not surprisingly, this disconnect between words and action developed into a major cultural problem for leadership within the organization. In reference to ethical corporate leadership, Roger Leeds, the Director of the Center for International Business and Public Policy at the Paul H. Nitze School of Advanced International Studies at Johns Hopkins University, states that,
These are the individuals who set the behavioral tone for their legions of employees…Their personal behavior ultimately defines the ethical culture for everyone in the company and they inflict untold damage when they fail to recognize the enormity of this responsibility (pp. 78-79).
Overall, the ways in which Enron’s leaders responded to the kind of moral conflict alluded to in Frankena’s hybrid system of mixed deontological ethics helped to define the cultural atmosphere at Enron. Considering the complete absence of the leadership trait of integrity in Skilling, the abuse of transformational and charismatic leadership by Lay and Mark, the overindulgence of rationalized self-interest and universal ethical egoism on the part of the traders, and the lack of either a utilitarian or a deontological system of practiced ethics at Arthur Anderson, it should come as no surprise that an organizational culture deeply rooted in narcissism developed at Enron. The corporate behavior engendered from this kind of cultural environment compromised the long term health of the company and eventually led to Enron’s demise. In the following paragraphs the paper will examine the United States Congress’ policy response to the implosion of Enron as well as identify and apply two policy theories to help explain whether or not the legislative response in dealing with the development of this kind of corporate culture was effective.
The Sarbanes-Oxley Act
The Sarbanes-Oxley (SOX) legislation came into being on July 30th of 2002 and brought about major changes to corporate governance and financial practice in the United States. The Act was developed in response to a rash of corporate scandals involving companies like Enron, Tyco, and WorldCom and was named after the former U.S. Senator from Maryland, Paul Sarbanes, and the current U.S. Congressman from Ohio’s Fourth Congressional District, Michael Oxley. In addition to creating the quasi-public agency, the Public Company Accounting Oversight Board (PCAOB), whose job it is to oversee, regulate, and inspect accounting firms in their roles as auditors of public companies, the SOX legislation established the creation of 10 other titles or sections addressing the oversight of all U.S. public company boards, management, and accounting firms (“The Sarbanes-Oxley Act Summary and Introduction,” 2006). The 11 titles can be categorized as follows:
- Public Company Accounting Oversight Board (PCAOB)
- Auditor Independence
- Corporate Responsibility
- Enhanced Financial Disclosures
- Analyst Conflicts of Interest
- Commission Resources and Authority
- Studies and Reports
- Corporate and Criminal Fraud Accountability
- White Collar Crime Penalty Enhancement
- Corporate Tax Returns
- Corporate Fraud Accountability
Within these eleven titles, the most important sections in terms of compliance are sections: 302, 401, 404, 409, and 802 (“The Sarbanes-Oxley Compliance,” 2006). Section 302 appears as a subsection to Title III of the SOX Act and deals specifically with the issue of Corporate Responsibility for Financial Reports. Among the highlights of section 302 are certifications requiring that CEO’s and chief financial officers accurately disclose financial statements and fairly represent the financial condition and operations of the company on a quarterly basis in order to establish accountability. Organizations are also prohibited from circumventing the certifications spelled out in section 302 by reincorporating or transferring their activities outside of the United States. Furthermore, under section 302, there are criminal sanctions for intentional false certification (“Sarbanes-Oxley Section 302,” 2006).
Section 401 appears within Title IV of the SOX Act and addresses the Disclosure of Periodic Reports. A summary of this section reveals that, “Financial statements published by issuers are required to be accurate and presented in a manner that does not contain incorrect statements or admit to state material information” (“Sarbanes-Oxley Section 401,” 2006). Also appearing in section 401 is language requiring that financial statements include all material off-balance sheet liabilities, obligations, or transactions. Section 404 of the Sox legislation is also listed under Title IV of the Act and pertains to the Management Assessment of Internal Controls. In summary, section 404 states that, “Issuers are required to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting” (“Sarbanes-Oxley Section 404,” 2006). In section 409, the legislation clearly mentions that, “Issuers are required to disclose to the public, on an urgent basis, information on material changes in their financial condition or operations” (“Sarbanes-Oxley Section 409,” 2006). The final section of major importance in terms of compliance with the SOX Act is section 802 appearing in Title VIII. Section 802 addresses the issue of Criminal Penalties for Altering Documents and states,
This section imposes penalties of fines and/or up to 20 years imprisonment for altering, destroying, mutilating, concealing, falsifying records, documents or tangible objects with the intent to obstruct, impede or influence a legal investigation. This section also imposes penalties of fines and/or imprisonment up to 10 years on any accountant who knowingly and willfully violates the requirements of maintenance of all audit or review papers for a period of 5 years (“Sarbanes-Oxley Section 809,” 2006).
Reviews of the SOX Act have been mixed. Some believe that the changes made by the legislation were necessary and helped to address some of the accounting issues that surfaced out of the Enron, Tyco, and WorldCom scandals. On the other hand, some legislators like Ron Paul have argued that SOX has been detrimental to U.S. firms and has placed many American companies at a competitive disadvantage with foreign firms. The following paragraphs will analyze the SOX legislation from two perspectives provided by the policy theories of punctuated equilibrium and Edelman’s symbolic politics and political spectacle.
One of the policy theories that may be utilized to help analyze the overall development of the SOX legislation is a social and political theory known as punctuated equilibrium. Frank Baumgartner and Bryan Jones first presented punctuated equilibrium in 1993. Baumgartner and Jones theorized that U.S. policy development was characterized by long periods of stability punctuated by large, but rare, changes due to societal or governmental shifts best described by a leptokurtic curve. In this model, policy changes occur incrementally due to the bounded rationality of individual decision makers and the lack of institutional change most typically found in subgovernments. Policy change, however, becomes punctuated or spiked when governments change in their political control or when large shifts in public opinion occur (Tyner, Krach, and Foth, p. 1). Examples in American history of punctuations in policy development include the New Deal, the Great Society, and the Reagan Revolution (p. 2).
At the theoretical core of punctuated equilibrium are the dual components of stability and punctuation. Policy stability exists for long periods of time when little or no attention is given to an issue. In the stability model of policy formation, political issues become disaggregated into policy subsystems or iron triangles composed of Congress, interest groups, and bureaucratic agencies (p. 2). Iron triangles help to stabilize the interests of various constituent groups and hegemonize power into the hands of the elite. Punctuation, on the other hand, takes place in the development of policy when acute attention is directed at a particular issue. Policy punctuation occurs when shifts to macropolitical considerations are made and serial attentiveness are given to specific problems or sets of issues. Overall, serial attentiveness is the result of a variety of factors including the impact of the media, changes in the definition of the issue, or internal or external forces that help to focus attention on the problem.
The SOX legislation is an excellent example of the kind of punctuation that can occur within Baumgartner and Jones’ social and political model for policy change. In the case of the SOX Act, the iron triangle of legislators, special interest groups, and the Securities Exchange Commission (SEC) quickly responded with legislation to the instability created by external forces in the media and shifts in public opinion over the rash of corporate scandals that had taken place at companies like Enron, Tyco, and WorldCom. In this way, the SOX legislation was a response from lawmakers to reestablish investor confidence in the United States’ securities markets. A quote from President Bush further establishes the relevance of punctuated equilibrium as a theory describing policy change with, “This act includes the most far-reaching reforms of American business practice since the time of Franklin D. Roosevelt” (“Sarbanes-Oxley Act,” 2008).
In the case of the Enron scandal, serial attentiveness via the media was directed at the issue of corporate malfeasance in such a way as to create a macropolitical shift in the public opinion of corporate America. Investor’s simply did not trust the markets after having lost billions of dollars in market share value due to the collapse of Enron and others. People watched on television, as thousands of people lost their jobs as well as their pensions at Enron while corporate leaders walked away with millions of dollars. Additionally, the political image created by the media of CEO Kenneth Lay having supported President Bush’s presidential campaign also helped to focus attention on the issue of Enron’s corporate malfeasance and Lay’s close ties to the White House. This media pressure, in effect, became one of the primary casual agents for Congress’ quick legislative response to Enron’s collapse and helps to explain how external factors swayed public opinion in such a manner as to elicit and justify major legislative reform in the area of corporate governance.
Edelman’s Symbolic Politics and the Political Spectacle
Another policy theory that helps to explain the legislative response to the fall of Enron is the political theory proposed by Murray Edelman. Working within the framework provided by his seminal works entitled The Symbolic Uses of Politics (1964) and Constructing the Political Spectacle (1988) Edelman successfully crafted a unique theoretical position on how policy develops. At the heart of Edelman’s theory is the concept that politics is a spectacle, reported by the media and witnessed by parts of the public. With respect to this political spectacle, Edelman (1964) argues that, “It attracts attention because, as an ambiguous text, it becomes infused with meanings that reassure or threaten. The construction of diverse meanings for described political events shapes support for causes and legitimizes value allocations” (p. 195).
In Edelman’s policy theory, political reality is a construction of the media. There are no facts, only constructs of what the media chooses to portray. Additionally, people do not react rationally to media-related depictions of political events, leaders, and problems. Rather, people respond emotionally to events and perceived problems on the basis of their feelings which constitute individual perspectives of phenomenon. These individual perspectives are rooted in social situations that create condition-specific signifiers that evoke mutually constructed meanings and interpretations of subject-object relationships. Edelman further argues that critical differences in: race, class, gender, language, ethics, morals, history, and culture are embedded in each social situation. These differences are, in turn, polarized by power elites who then fortify existing political inequalities and perpetuate hegemonic ideologies (pp. 1-11). The cumulative effect on policy formation is what Edelman (1988) describes as, “…a spectacle which varies with the social situations of the spectator and serves as a meaning machine: a generator of points of view and therefore of perceptions, anxieties, aspirations, and strategies” (p. 10).
Additionally, Edelman theorizes that taxonomy exists within the political spectacle for the construction and uses of social problems. Of the 15 constructions and uses of social problems outlined by Edelman, two most closely parallel the development of Congress’ policy response to the Enron, Tyco, and WorldCom scandals. First, Edelman argues for the construction of problems to justify solutions. In this way, solutions, “…typically come first, chronologically and psychologically. Those who favor a particular course of governmental action are likely to cast about for a widely feared problem to which to attach it in order to maximize its support” (Constructing the Political Spectacle, 1988, p. 22).
With respect to the corporate scandals that occurred in the wake of Enron’s collapse, media attention focused heavily on the personal stories that emerged, ranging from investors who lost money to Enron employee’s who lost their jobs and pensions. From an Edelmanian perspective, the media circus surrounding the fall of Enron provided an opportunity for legislators like Sarbanes and Oxley to push through their proposed legislation and do so with the broad support of public opinion. Congress was able to establish support via appealing to the public’s ideological and moral concern’s regarding the scandals. Interestingly enough, Edelman also theorizes that, “Actions justified as solutions to a problem of wide concern often bring consequences that are controversial” (p. 23). This may be true in the case of the SOX Act as evidenced by the high levels of criticism the legislation has received in recent years due to unusually high costs for corporate compliance with the law.
A second way that Edelman theorizes about the construction and uses of social problems is by way of the perpetuation of problems through policies to ameliorate them. In reference to policy driven responses to social problems, Edelman states, “Proposals to solve chronic social dilemmas by changing the attitudes and the behavior of individuals are expressions of the same power structure that created the problems itself” (Constructing the Political Spectacle, 1988, p. 27). Although Edelman’s perspective on this aspect of policy formation is highly pessimistic, one wonders to what extent the SOX Act was merely an ill-fated attempt by the iron triangle of Congress, interest groups, and the SEC to “fix” the symbolic image of corporate America by dictating to public corporations how they should behave in terms of governance, internal auditing, and public reporting. It could be, from an Edelmanian viewpoint, another attempt by the constituent groups forming subgovernments to further hegemonize their control over the structural aspects of business practice thereby increasing the privatization of publicly held companies. In the wake of the rising compliance costs associated with SOX, many companies have been forced to go private.
In one article, Jeff Thomson, vice president of research and applications development for the Institute of Management Accountants in Montvale, said that Sarbanes-Oxley is “absolutely needed and well-intentioned,” but that “the implementation has been a disaster” (“Corporate America’s Criticism of Sarbanes-Oxley,” 2006). Evidently, the lack of practical guidance in accounting standards has been an issue inhibiting the proper implementation of the legislation. According to Thomson, this is resulting in, “tremendous economic costs to corporations, destroying shareholder value and impacting U.S. global competitiveness” (“Corporate America’s Criticism of Sarbanes-Oxley,” 2006). Taken from this perspective, Edelman’s political spectacle has helped to create a policy that has not only failed to provide the appropriate policy solution but has intensified the acuity of the problem. In fact, many companies have simply found loopholes in the legislation and have chosen, for example, to simply raise share prices to help offset the costs incurred by complying with the SOX Act. Peter Morici, of the Robert H. Smith School of Business at the University of Maryland, College Park, called Sarbanes-Oxley a “typical legislative response” from Congress following any kind of scandal. He went on to say that, “Frankly, a CEO can walk away a billionaire if he can jack up the share price and that’s a very bad way to do business. The symptom has been addressed but not the disease” (Hopkins, 2006). This would seem to support Edelman’s theory regarding the construction and uses of social problems as the perpetuation of problems through policies to ameliorate them.
In conclusion, one can see that a variety of perspectives can be applied to the Enron scandal. Policy perspectives such as punctuated equilibrium and Edelman’s symbolic politics and constructing of the political spectacle help to frame the issue politically and symbolically. Viewpoints such as mixed deontology and universal ethical egoism help to understand how the culture of narcissism at Enron developed from an ethical framework. Trait and transformational theories help us to make sense of what went wrong at Enron from a leadership perspective. Historical, economic, and political conditions aid in making sense of the situational factors contributing to the rise and fall of Enron. In the end, there is no one answer why Enron became the largest bankruptcy in the United States history. Perhaps, that is part of the reason why people continue to find the story so fascinating.
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