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Enron Corporation

Enron Corporation's December 2, 2001, Chapter 11 reorganization filing was the largest bankruptcy in history, until it was exceeded in 2002 by WorldCom. Enron, headquartered in Houston, Texas, had grown quickly into a superficially giant and well-regarded company. It rapidly collapsed following the sudden disclosure of massive financial misdealing, which revealed the company to be a shell rather than a real business. During 2001, Enron stock fell to about $0.30—an unprecedented collapse for a blue-chip stock.

The Enron scandal helped propel passage of the McCain-Feingold Bipartisan Campaign Reform Act of 2002 (March). While Enron was neither the biggest nor the most important source of political funds, it had been active in making political contributions and attempting to influence legislators. Part of the Enron scandal involved political connections to President George W. Bush (former governor of Texas) and Vice President Dick Cheney (formerly CEO of a Texasheadquartered company). In May 2005, a U.S. appeals court dismissed a related lawsuit against the vice president on the grounds that an administration must be free to seek confidential information (including Enron) concerning energy policy.

Enron, quickly followed by WorldCom, helped propel the Sarbanes-Oxley Act of 2002 (July), the most significant change in U.S. securities laws since the early 1930s. As shocking as the sudden bankruptcy of a blue-chip company was, the subsequent revelations were worse: The traditional U.S. corporate governance watchdogs—attorneys, auditors, and directors—had either aided and abetted the responsible executives or been grossly negligent in the supervision of those executives. The United States and several other countries were rocked by multiple revelations of corporate scandals that ultimately also included analysts; auditors; banks; brokerages; mutual, hedge, and currency trading funds; and the New York Stock Exchange.

Arrogance, Corruption, Greed, and Ruthlessness

Enron was not the first or the last or the largest of the corporate scandals in recent years. Nevertheless, Enron became, above all other companies, the emblem for management fraud, director negligence, and adviser misconduct. Enron is easily the most widely studied and best documented of the recent corporate frauds. Enron was a prolonged media event.

The high education levels and intelligence of Chairman Kenneth L. Lay (Ph.D. in economics), CEO Jeffrey K. Skilling (Harvard MBA and top 5% Baker Scholar), and CFO Andrew Fastow (Northwestern MBA) raised serious questions about business school treatment of ethics and law. In January 2005, the documentary movie Enron: The Smartest Guys in the Room, based on Bethany McLean and Peter Elkind's 2003 bestseller of the same name, premiered at the Sundance Film Festival in Utah. Spring 2005 releases took place in Austin and then Houston. The theme of the book and the movie is that smart guys can outsmart themselves as well as everyone else.

The most astonishing aspect of the Enron scandal was that a significant number of executives had engaged in improper actions despite the company having in place the key elements and best practices of a comprehensive ethics program. There was a detailed 64-page “Code of Ethics” with an introductory letter from Chairman Ken Lay and a “Statement of Human Rights Principles” together with a sign-off procedure on the code for each employee, an internal reporting and compliance system, visible posting of corporate values (banners in the headquarters building, signs in the parking garage, and so forth), and an employeetraining video—Vision and Values—discussing ethics and integrity. Enron issued a 2000 annual report on corporate responsibility. The “Code of Ethics,” like other Enron paraphernalia, was later auctioned on eBay. The Smithsonian Institution reportedly obtained a copy of the code for its permanent collection.

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