History Repeats Itself At Healthsouth
By Geoffrey Colvin

(FORTUNE Magazine) – With the continuing stream of juicy revelations from HealthSouth, already on the A list of business scandals, we're in for another round of hand-wringing over the widening crisis in corporate America. But what's most striking about the HealthSouth debacle is not what's new but what's familiar, how perfectly it fits the highly specific pattern already established by Enron, WorldCom, Adelphia, and Tyco. While these scandals are certainly a crisis for corporate America--polls show most Americans now think CEOs are crooks until proven otherwise--the crisis seems to be in a remarkably narrow slice of it.

The term "corporate America" connotes the great and established companies of the land, the ones whose CEOs populate the Business Roundtable and the board of the New York Stock Exchange, the ones that paid dividends to your grandparents. But that's not what the scandal companies are. Not one of them has outlasted an individual's managerial lifespan. In fact, at the times of the alleged malfeasance, all these companies were being run by their founders, hard-striving entrepreneurs.

In all these cases--and HealthSouth appears to fit the pattern precisely--catastrophe sprang from a specific mixture of three elements that reacted in a particular way, each needing the other two to produce the spectacular explosions that resulted. Any one or two of these elements may exist at many companies--they're common enough--but finding all three together is rare. It's the combination that makes these scandal companies so similar.

The first element is a baby company's culture in a giant company's body. One of the most difficult phases in every company's life is growing from one person's reflection into an institution of its own. These companies never made it. Though they employed tens of thousands and were responsible to millions of shareholders, internally they were still Mr. Big's candy store. If he wanted something so, it would be so. If he wanted money transferred here or there, it was transferred. If he wanted financial results to come out a certain way, they came out that way. A culture is a set of values, and in these companies seemingly no value ranked higher than obeying the founder CEO. Institutions don't last very long that way.

The second element is personal greed, exquisitely disguised as a sense of entitlement. The founders and many others at these companies believed deeply that they deserved everything they got, regardless of how they got it, because they had created their success. Old companies were run by functionaries, pencil pushers, bureaucrats, but these guys were builders, creators, a different breed. We know that in at least some cases they explicitly considered themselves smarter than ordinary businesspeople. What did it matter if they borrowed millions from the company and then forgave the loans to themselves (as at Tyco) or had the company buy supplies from their own families (Adelphia, HealthSouth) or simply paid themselves zillions, though they all had big founder's stakes of stock? Such questions were the concerns of tiny minds.

The third element is slavery to the Wall Street expectations machine. All these companies achieved huge valuations during the bubble, often trading at giant multiples. In such cases it takes only a quiver in underlying earnings to bring the stock price tumbling. So the standing order for executives within these companies was to make their number and meet Wall Street's expectations at all costs, especially because these founder CEOs, with their huge stockholdings and often option megagrants as well, would lose tons of personal wealth--to which they were entitled!--if the stock fell. Results ranged from Enron's incomprehensibly complex special-purpose entities to WorldCom's simple capitalization of expenses. HealthSouth's alleged fudging falls in between.

The general public looks at this rash of scandals and, seeing a bunch of large companies, demonizes all of big business. But this is no random sample of corporations. These outfits are amazingly similar, and not just in the sorry ways they turned out.

It's too much to say we should have seen this coming. But learning is a process of recognizing patterns, and we'll have no excuse if we fail to spot the next company that fits this one.

GEOFFREY COLVIN, the senior editor at large of FORTUNE, can be reached at gcolvin@fortunemail.com. Watch him on Wall $treet Week With FORTUNE, Friday evenings on PBS.