PALO ALTO, Calif. -
Sour times. Dreams lost. Portfolios wiped out. Two MBAs wearing suits and handcuffs on the front page of the New York Times, in living color. Double-dip recession. Weak jobs creation. And so on. Everyone's in a sour mood.
And don't I know it -- just from reading my e-mail.
The easiest critics to stomach are the succinct ones. Take Jeff Taylor in Seattle, who didn't like my column here the other day. A lot of people are excited about the potential positive impact of the SEC's order that requires many CEOs and CFOs to sign off on their company's financials by Aug. 14. But I pooh-poohed it. "Why in the hell are you so negative?" he wrote.
Oh, I get tired of answering that one. So I'll let some other readers answer it instead. "The SEC's new edict...won't amount to much," opines Julius Grodski, from Canada. "It is great to hear 'how it really is.'"
David Weinstein, a certified public accountant in White Plains, N.Y., takes his praise a step further by offering some constructive advice to policymakers. "Sad to say, your editorial is right-on," he writes. "Hey, what's the purpose of having auditors audit the books if the CEO is going to swear by it? I believe the solution to this problem is simple: Limit the auditors to two-year engagements."
I totally agree with Weinstein's proposal. In fact, I've argued that policymakers should take things a step further and federalize the audit function. Empower the government to audit books correctly the first time. Force companies to fund the audits, just as they do now. And then have federal watchdogs make sure the auditors are performing well.
We trust the feds to inspect the food supply and approve all new drugs. Why not financial results of public companies over a certain size? There's this mistaken sense that auditors are supposed to be allies of their clients. That's nonsense. While it's totally fair game for companies to hire tax consultants to help them minimize tax payments, the audit is supposed to a tough, objective process.
Auditors used to pride themselves on being able to read upside down. Now they brag about how well they understand their clients' businesses. Rotating auditors, while short of my radical idea, would be a good first step.
The "real" milestone
Lawyers also read this column. And a bunch wrote essentially to say that the Aug. 14 oaths will be obscured by a bigger deadline on the same day. "You should know that Section 906 of the Sarbanes-Oxley Act of 2002, which was signed into law on July 30, 2002, requires CEOs and CFOs of all public companies, including foreign issuers, to certify that their periodic reports filed under the Exchange Act 'fairly presents, in all material respects, the financial condition and results of the operations of the issuer,'" writes Bruce Czachor, an attorney with Shearman & Sterling in Menlo Park, Calif., down the road from my office.
"There are criminal sanctions for knowingly or willfully violating the law, including imprisonment. Since the law was passed by Congress, not by SEC rule, it is effective immediately. Typical of most statutes, the language is vague, provides no guidance, and raises more issues than it resolves."
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RECENTLY BY ADAM LASHINSKY
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Sigh. Czachor's point is that the Sarbanes-Oxley Act goes further than the McCarthyist oath being promulgated by the SEC. Aug. 14 happens to be the date by which 10-Qs for the second quarter are due. And the act isn't a one-time event, so lying on any future documents would carry the same penalty. But clearly this represents a field day for lawyers more than for investors, who want answers now, not after the litigation process ends.
Lastly, a direct question from a fellow at Bear Stearns (one of the few big investment banks that kept up its plodding, conservative ways throughout the bubble, and therefore kept its reputation and market valuation intact): "What would u do big guy?" By which, I assume, my Bear correspondent means, If I were a CEO, how would I react to the Aug. 14 diktat? I'd sign. Of course. After all, you've got to play the game. Even if the rules keep changing.
See Adam Lashinsky today on CNNfn at 5:30 EDT, when he appears on the weekly journalist roundtable wrap-up of the week's business news.
Adam Lashinsky is a senior writer for Fortune magazine. Send e-mail to Adam at lashinskysbottomline@yahoo.com.
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