I couldn't let the news that three finance execs at Computer Associates have plead guilty go unremarked. The CA legal problems have received relatively less attention than those of Enron, Worldcom, Martha Stewart, Adelphia, et al. But it feels like the feds are working their way up the org chart towards the top.
The WSJ Journal seems to think so too in this article (subscription req'd - sorry) from Friday titled CA Ex-Executives Plead Guilty, Call Fraud at Firm Pervasive....
Three former high-level finance executives at Computer Associates International Inc. pleaded guilty to federal criminal charges, telling a judge that accounting fraud at the software maker was pervasive as the company struggled to meet Wall Street's earnings projections in the tech boom.
One of the three, former Chief Financial Officer Ira Zar, the highest-ranking executive so far netted in the two-year-old probe, pointed to two other, unnamed "high level" executives who conferred with him frequently at quarter's end to determine whether the reporting period should be kept open to help make numbers. The admission raises the prospect that the probe could widen beyond CA's finance department.
[snip]
Mr. Zar's plea, made before U.S. District Judge I. Leo Glasser of the Eastern District of New York in Brooklyn, is crucial to investigators because the 21-year CA veteran was seen as influential. In charging Mr. Zar, prosecutors took pains to note that he reported directly to Sanjay Kumar, CA's chief executive, though they didn't identify Mr. Kumar by name.
Mr. Kumar was one of three executives, including company founder Charles Wang, who received a $1 billion restricted stock award in 1998 that was contingent on a rising stock price. Mr. Wang has denied any wrongdoing.
[snip]
Like the others, Mr. Zar reached a plea deal with prosecutors, and lawyers say it is unlikely that they would reach such a deal with a high-ranking executive if they didn't believe he could implicate central figures. The U.S. attorney for the Eastern District indicated in a statement that prosecutors would continue to go after top figures. The pleas "demonstrate the corrupt culture in Computer Associates' management," Roslynn R. Mauskopf said.
I think that I've read elsewhere that at the time of the events that these three have plead guilty to that Kumar was not CEO yet and that CA founder Charles Wang was still in that role and Kumar was the COO.
I have to say that it sounds right that there are more shoes to drop in this case. It sounds right for several reasons. First, as mentioned above I can't see prosecutors agreeing to a deal like this with Zar if he was the big fish in the case. Second, I just find it very, very hard to believe that you would have three guys in the back room of the finance department, even the CFO, massaging revenue recognition like this without the fact being, at a minimum, widely known within the sales organization and among more senior exec management. And knowing what the end-of-quarter pressure is like at a public company, I don't personally believe that this could happen with just with the awareness of more senior exec management, I think that it's much more likely that it was with the active connivance or even at the behest of higher level execs.
I think this is even more likely at CA, where Charles Wang was notoriously hands-on. I remember stories from the early 90s, when CA was in the process of acquiring the company at which I was at the time running European operations for my division out of London, of Charles sitting in front of a PC in the boardroom at our headquarters personally going through the list of over 1200 employees deciding who to cut and who to keep when the transaction closed. Not the kind of guy to delegate more than he had to. Is that the kind of guy who would be hands-off and unaware of what was going on during those last few crunch days at the end of the quarter? Yeah, that's what I believe too. (Disclaimer - I have no personal knowledge of any of what went on inside CA in the time period in question - I'm just projecting from my own personal experience at public software companies.)
This isn't a case, like, say, Enron, where there actually were circumstances that would lead you to believe that the CFO had the opportunity and incentive to be working the numbers to his own personal, private advantage (given Fastow's personal interest in some of Enron's off balance sheet financing vehicles). In the CA case it sure looks like it was much more a case of senior execs having a very strong interest in exceeding their target numbers so as to drive stock prices up and thus the value of their personal stock incentive grants.
Mr. Kumar was one of three executives, including company founder Charles Wang, who received a $1 billion restricted stock award in 1998 that was contingent on a rising stock price. Mr. Wang has denied any wrongdoing.
Also, for all of you who are pushing for the expensing of stock options because you believe that stock options are the root of all executive compensation and ethics evil, please note in the above quote - this was a restricted stock grant, not stock options. The new rules say nothing about restricted stock grants. To the extent that the CA case is more fuel for the fire of executive/CEO misbehavior anger and excessive compensation envy, there's nothing that expensing stock options will do that will prevent exactly this sort of restricted stock grants in the future. In fact, it is already clear that lots of companies are shifting to restricted stock grants for execs.
Anyway, if there are more-senior execs at fault here, I hope the government hurries up and nails them. The sooner we get the guilty, whoever they are, from Enron, Healthsouth, Tyco, Worldcom, etc. prosecuted the better. Not only because what they have done is legally wrong, although that is enough. But also, to the extent that their actions have contributed to the pressure to expense stock options, they deserve to be moved in one or two more circles of executive hell - you know, front row seats at the furnace.
Listening to I Know It's Wrong from the album Dog House Music by Gary Primich
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