Speaker 1: This is Bloomberg Law. Some complicated international law issues here.
Speaker 1: What kind of docket is Chief Justice Roberts facing interviews
Speaker 1: with prominent attorneys and Bloomberg legal experts. Joining me is
Speaker 1: Bloomberg New Supreme Court reporter Greg Store, Neil Devon's a
Speaker 1: professor at William and Mary Law School, and analysis of
Speaker 1: important legal issues cases in headlocks. This essentially the fifth
Speaker 1: circuit haunting he has presided over a so called hot
Speaker 1: bench at the Supreme Court. Bloomberg Law with June Grosso
Speaker 1: from Bloomberg Radio. Welcome to Bloomberg Law on Bloomberg Radio.
Speaker 1: I'm Joe Shorts living for Joan Grosso. This month marked
Speaker 1: twenty years since one of the greatest financial collapses in history,
Speaker 1: Energy Trading a giant and Ron filed for bankruptcy on
Speaker 1: December second, two thousand one, becoming a symbol of corporate
Speaker 1: fraud and accounting malpractice. We're going to take you through
Speaker 1: the events that led Enron's downfall and talk about the
Speaker 1: players involved and what the world has learned since. To begin,
Speaker 1: I spoke with ed Her as a professor with the
Speaker 1: Economics department at the University of Houston. Ed served as
Speaker 1: a consultant to the Justice Department's Enron Task Force. He
Speaker 1: talked about the rise of Enron and when suspicions about
Speaker 1: their behavior began. Did Enron revolutionize the trading of of
Speaker 1: natural gas and electricity? I mean fortune said that they
Speaker 1: were the most innovative company for six years running up
Speaker 1: to two the year two thousand. Well, they the innovations
Speaker 1: they brought to natural gas occurred in the UH nineteen
Speaker 1: nineties early nineties. UM. When I came to Houston, one
Speaker 1: could buy and sell natural gas and there might be
Speaker 1: a delta of cents or even fifty cents between the
Speaker 1: bid and the ask. By the time Enron had brought
Speaker 1: standardization of contracts of of aquidity in a trading platform
Speaker 1: to natural gas, the margins and had had shrunken dramatically
Speaker 1: to lessen a penny a contract. And they did this
Speaker 1: with electricity. UH, they did this with weather derivatives, heating
Speaker 1: days and cooling days. And as everyone in finance knows
Speaker 1: that if we have more liquidity and more transparency in
Speaker 1: the market, the margins began to shrink. So for Enron
Speaker 1: to report ever increasing profits, they would have to trade
Speaker 1: ever increasing numbers of contracts for example, and this was
Speaker 1: something that that everyone knew could not be sustained. So
Speaker 1: Enron's approach was to go look for other markets to
Speaker 1: apply this innovation too. They tried with paper companies, They
Speaker 1: tried with hydroelectric power in Bolivia. They tried this with
Speaker 1: water companies in Brazil. They tried this with power plants
Speaker 1: in India, and in each market they found they were
Speaker 1: unable to apply the in Ron recipe and create profits.
Speaker 1: The challenge was in they had changed their mode of
Speaker 1: accounting to mark to market and they began to book
Speaker 1: profits on contracts that the we're maybe ten years into
Speaker 1: the future. They were they were going to book them
Speaker 1: into that financial reporting period. And Ron brought innovation to
Speaker 1: the market, but as they tried to extend this to
Speaker 1: other markets, they failed and talked to us about the
Speaker 1: connection here to the Valhalla scandal. In the late eighties,
Speaker 1: and Ron announced a one time fifty million dollar after
Speaker 1: tax loss due to a couple of rogue traders up
Speaker 1: in New Jersey, New York UH their Valhalla office. UH.
Speaker 1: They laid off fifteen hundred workers at the time. My
Speaker 1: landlord was a senior vice president who had pushed the
Speaker 1: Majabi pipeline project through for en Ron. You know, an
Speaker 1: old hard asset guy in the trading circles in Houston
Speaker 1: at the time, it was known that that one trader
Speaker 1: in particular had taken a big hit. If you if
Speaker 1: you just do some back of the envelope math like
Speaker 1: we did at the restaurant that night, hundred workers, a
Speaker 1: hundred thousand dollars ahead, hundred fifty million a year, one
Speaker 1: point five billion over ten years. That was the math
Speaker 1: I bet two beers. In two thousand three, the Houston
Speaker 1: Chronicle reported that the Valhalla scandal had cost in Ron
Speaker 1: about eight hundred and seventy million dollars after tax um
Speaker 1: or one point five billion pretexts. So, you know, there
Speaker 1: was a history of obfuscation, the history of of covering
Speaker 1: up what was really going on. As you look at
Speaker 1: how they became the darling of the energy world, how
Speaker 1: would you describe that the management team had a cultish
Speaker 1: type of environment. Uh and Rod would go to the
Speaker 1: big business schools and outdid the Wall Street banks and um.
Speaker 1: This of course was during the tech bubble of the
Speaker 1: late nineties, and they would outbid the tech companies and
Speaker 1: they thought that they had really assembled a team of
Speaker 1: the smartest guys in the room, and uh once they
Speaker 1: were assembled, they certainly didn't want to to say that
Speaker 1: there was a problem that the CEO didn't have any
Speaker 1: clothes on. The diligent exercise of end of quarter into
Speaker 1: financial uh period transactions that they pursued, you know, really
Speaker 1: painted a facade of a company that was growing. But
Speaker 1: all of the transactions that they were reporting again dark
Speaker 1: fiber water plants in Brazil, um power plants in India,
Speaker 1: the the old style utility type earnings were certainly there,
Speaker 1: but but not the mega growth. There's no question that
Speaker 1: were really brilliant people working at Enron. The problem was
Speaker 1: that they had perfected gas trading and electricity trading to
Speaker 1: a level that they couldn't generate the profits they used
Speaker 1: to do, and as they looked to go further into
Speaker 1: different markets, they were flummoxed by the fact that they
Speaker 1: they were not successful at hers Lecturer, Department of Economics,
Speaker 1: College of Liberal Arts and Social Sciences at the University
Speaker 1: of Houston. Appreciate taking time and joining us on Bloomberg Law.
Speaker 1: Thank you, Joe. When did the dominoes fall for Enron?
Speaker 1: Leslie Caldwell is just the person to ask. She's a
Speaker 1: partner with the law firm Latham and Watkins. She was
Speaker 1: formerly an Assistant Attorney General for the Criminal Division of
Speaker 1: the Justice Department, and she let a team of investigators
Speaker 1: and prosecutors in the Department's Enron Task Force. She talked
Speaker 1: to me about how Enron's transgressions were uncovered. When we
Speaker 1: all hear about Enron and and and it's spectacular collapse,
Speaker 1: and how it happened in such a really a short
Speaker 1: period of time. From a prosecutor investigators standpoint, this this
Speaker 1: essentially this house of card that collapsed. Did that make
Speaker 1: it easier to investigate or harder? I wouldn't say it
Speaker 1: made it either. It made it more imperative to investigate, because,
Speaker 1: as you said, it was a spectacular collapse. Months before
Speaker 1: it declared bankruptcy, Enron had been ranked Fortune number seven
Speaker 1: in US corporations and suddenly it was gone. So that
Speaker 1: suggested some kind of wrongdoing that really made it critical
Speaker 1: that there'll be a prompt and thorough investigation. We'll take
Speaker 1: us to the early days. What were the first few weeks, Like,
Speaker 1: what were you doing? So? And Ron was a very large,
Speaker 1: sprawling corporation with a lot of different business lines and
Speaker 1: a lot of different interests, and so I guess for
Speaker 1: the first couple of weeks, our main goal was to
Speaker 1: assemble a team of the right size and kind of
Speaker 1: learn the company, understand the company, understand these very complicated
Speaker 1: business lines that the company was in. And to get there,
Speaker 1: the FBI assigned actually hand picked agents from around the
Speaker 1: country who had experience in some of these very sophisticated
Speaker 1: financial products and Ron was using, like derivatives and and
Speaker 1: other products. So there were a bunch of FBI agents
Speaker 1: who had experience that's a little unusual for an FBI agent,
Speaker 1: for example, former investment bankers, former securities traders, former derivatives traders.
Speaker 1: And then we also were putting together a team of
Speaker 1: prosecutors from around the country with with significant experience in
Speaker 1: significant cases, which was important because could it was clear
Speaker 1: that this is going to be not only complicated, but
Speaker 1: very high profile. So we wanted to make sure we
Speaker 1: had the right team when this assignment came to you
Speaker 1: in two thousand two. In the beginning, you know of
Speaker 1: an investigation, you often think you know what you have.
Speaker 1: Many times you think you know what you have, and
Speaker 1: then when would you end up with is very different.
Speaker 1: I guess I'm curious is when you look at the
Speaker 1: you know what you when you were handed this in
Speaker 1: two thousand two and what you ended up with, how
Speaker 1: how different a picture was that. It was the kind
Speaker 1: of thing that when we started, all we really knew
Speaker 1: other than learning about Enron's business, was that this very
Speaker 1: large and powerful and influential and well regarded company was
Speaker 1: very very important and well regarded and connected senior executives
Speaker 1: had literally collapsed, apparently overnight, and there have been some
Speaker 1: murmurings in the press about potential shenanigans involving some off
Speaker 1: books entities, but we really didn't know. I mean, there
Speaker 1: are a lot of reasons why a business can collapse
Speaker 1: besides criminal activity, and we were concerned that the haste
Speaker 1: with and the degree to which Enron collapse suggested that
Speaker 1: there must be some kind of wrongdoing, but we really
Speaker 1: didn't know. Um. One thing we didn't know until we
Speaker 1: really rolled up our sleeves and got into it was
Speaker 1: just how much the kind of unfortunately corrupt leadership culture
Speaker 1: and messages UH infected so many different corners of the company.
Speaker 1: And that was what we took a bit of time
Speaker 1: to unravel over the next couple of years, take us
Speaker 1: deeper than you're not getting cooperations from key players. The
Speaker 1: Board of Directors has prepared a report. What happened next, Well,
Speaker 1: we kind of looked through the report that the board
Speaker 1: had prepared and figured out different potential lines of inquiry,
Speaker 1: assigned different teams to those different lines. So one group
Speaker 1: would be in charge of um looking into the broadband business,
Speaker 1: one group would be in charge of looking into other
Speaker 1: aspects of the company, and then they would all kind
Speaker 1: of work and we would coordinate. And my role was
Speaker 1: to make sure everyone was doing what they were supposed
Speaker 1: to be doing and that things were moving forward, and
Speaker 1: that we were all coordinating in terms of understanding what
Speaker 1: each group was finding and making adjustments accordingly. So we started,
Speaker 1: We looked at a lot of documents, We interviewed people,
Speaker 1: We educated ourselves about the business models, and I say
Speaker 1: models because there were very several different business models in play.
Speaker 1: We looked at third parties who may have been culpable
Speaker 1: in some fashion in supporting Enron's fraud or leading to
Speaker 1: its collapse. And so it was really we had a
Speaker 1: bunch of different work streams going at the same time,
Speaker 1: when did you have an AHA moment? As you were
Speaker 1: doing your investigation. At the very beginning, there was a
Speaker 1: massive document destruction across the board at Arthur Anderson involving
Speaker 1: members of the Enron team in different different geographies. That
Speaker 1: was of immediate interest. UM. We were very interested right
Speaker 1: off the bat in some special purpose entities that were
Speaker 1: being used by the company to move under performing or
Speaker 1: negative assets off their books so they could continue to
Speaker 1: report favorable financial results. We saw some specific transactions UM
Speaker 1: that looked very suspicious that we focused more deeply on.
Speaker 1: We were able to get a conviction in the Anderson case.
Speaker 1: We then we're able to bring charges against three British
Speaker 1: bankers and begin extradition proceedings involving them. And around that
Speaker 1: same time, which would have been about July of two
Speaker 1: thousand two, we got the first significant cooperating Enron insider
Speaker 1: witness who has with somebody who was kind of a
Speaker 1: right hand man to the chief financial officer, Andy fast Out,
Speaker 1: his sort of principal deputy right hand man, decided to
Speaker 1: cooperate with us, and that helped tremendously in advancing our
Speaker 1: understanding of internal discussions and who knew what when at Enron,
Speaker 1: and that was tremendously helpful. And from then, which was
Speaker 1: as I said about July of two thousand two, there
Speaker 1: was a fairly quick momentum change and additional people started
Speaker 1: cooperating UM and providing information and the case the case
Speaker 1: started moving, as you know, in the way we wanted
Speaker 1: it to more quickly, Sarbanes Oxley. You know it came
Speaker 1: as a result of this. Did this make the world
Speaker 1: safer from situations like Cameron? I think the collapse of
Speaker 1: Enron and the sort of the associated shock of that
Speaker 1: collapse and the magnitude of that collapse did actually get
Speaker 1: people's attention and it made a difference. Obviously, it helps
Speaker 1: spawn Sarbanes Oxley, which I think has been useful. But
Speaker 1: I think more importantly, the fact that there was a
Speaker 1: company that had corruption at the highest levels and in
Speaker 1: the c suite, which is something frankly you very rarely see,
Speaker 1: was really appalling and shocking and has led to an
Speaker 1: entire new outlook in corporate America and globally about the
Speaker 1: importance of culture and tone at the top and compliance
Speaker 1: controls and integrity UM, all of which I think has
Speaker 1: been a net plus for for the for the economy. Um,
Speaker 1: I'm not going to say that Enron changed the world,
Speaker 1: but it was certainly a wake up call for the
Speaker 1: need for companies to take compliance much more seriously and
Speaker 1: focus much more on the top messages coming from their
Speaker 1: top people. Leslie Caldwell, partner with the law firm Latham
Speaker 1: and Watkins. We appreciate you taking time and joining us
Speaker 1: today on Bloomberg Law. Thank you my pleasure. That's it
Speaker 1: for this edition of the Bloomberg Law Show. Remember you
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