Tag Archives: corporate governance

La Deutsche Vida

Foreign family business and capital flight. The case for a fraud to fail

By Giovanni Favero, Università Ca’ Foscari Venezia (gfavero@unive.it)

Abstract:
The research here proposed is a micro-analysis of a business ending in bankruptcy in the aftermaths of the first oil shock, concerning the Italian subsidiary of a German wareenamelling group established in the town of Bassano in 1925. Following the budget reports and the interviews with the former entrepreurs, the company flourished until the 1960s, when managerial and entrepreneurial successions emphasized the growing difficulties deriving from growing labour costs. A tentative reorganization of the company was hindered in 1968 by union resistance and political pressures for the preservation of employment levels. In 1975 the board of directors decided to declare bankruptcy as a consequence of the huge budget losses. However, a subsequent inquiry of the Italian tax authority discovered an accounting fraud concerning hidden profits in 1974 and 1975. The fraud disclosure shows how historical conditions could create the convenience for performance understatement not only for fiscal purposes, but also in order to make divestment possible. However, it is also used here as an element to argue that business sources and the story they tell should not be taken at their face value, and that a different reconstruction of the company’s path to failure is possible. The literature concerning the missed recognition of opportunities is then mobilised in order to interpret the inconsistencies that emerge from the triangulation of business archives, press columns and interviews with union representatives and politicians. This allows to put back into perspective what results as an obsession of company management with labour costs, concealing the importance of other competitive elements, such as the increasing specialisation of the producers of home appliances. This ‘refractive error’ may be typical of businesses operating in (presumed) mature industries at international level, where wage differentials offer the opportunity to pursue quite literally exploitation much further.

URL: http://econpapers.repec.org/paper/vnmwpdman/63.htm.

Reviewed by Bernardo Bátiz-Lazo

This paper was distributed by NEP-HIS on 2013-12-15 and offers an interesting combination of business and accounting history around the long-term performance of the Italian assets of an Austrian family business (named Westens). The investment relates to a enamelling plant in the town of Bassano in 1925 (called Smalteria Metallurgica Veneta or SMV, today part of BDR Thermea). The Bassano plant was one of the largest factories of glazed products (for use in electric water heaters, bathtubs and heating products like radiators). Favero’s story takes us from its origins until the Westens leave the company in 1975. Activities, however, continued and by “the end of the 1970s the company focused its production in the heating sector… In the mid-eighties the company expanded into foreign markets. “[see further here].

Air photo of original factory (Source: http://www.baxi.it/storia/)

Air photo of original factory (Source: http://www.baxi.it/storia/)

The narrative gyrates around the Bassano plant, some three generations of Westens and an equal number of internal grown talent at the helm of SMV. Favero argues that the reason behind the origins of SMV and other similar investments in Central and Easter Europe by the Westens was to overcome growing protectionism and the end of Empire. However, the number of secondary references suggests the SMV case is relevant for Italian business history and perhaps, more could have been said about this. Nevertheless, we can follow the changes in corporate governance, the attitude of the family to foreign investments, the changing relationship between national branches and SMV’s “strategy” (a term used rather loosely by the author) as the 20th century progresses. Also how the plant was established on the basis of a then unique process of enamelling, a source of competitive advantage that also erodes as time goes by. Some discussion about the role of Chandler’s “first mover advantage” within family business would have been desirable here.

It is evident that Favero has had access to a large number of source material (including oral histories and fiscal authority memoranda and investigative papers). Yet the case is rather short and this result in the narrative progressing some time in jumps rather than a smooth flow. For instance, it is only until the end that we learn why the fraud was discovered five years after the original owners declared bankruptcy. Namely the intervention of the Italian government to maintain employment kept the plant (or the company, its not clear) afloat. There is also reference to some “bad blood” between the Westens and the Italians but we are not totally sure why and when. There are indications of growing tensions with unions and Favero tries to make a case about “management’s “obsession with labour costs”. We could also benefit from learning about the inconsistencies Favero between different sources. Perhaps an idea would be to add a timeline where one side maps changes in strategy, corporate governance or in the ruling family and the other side maps changes in the environment.

However, in its present form this makes a potentially useful teaching case in a world economic history, international business or globalisation course. Favero also claims the SMV case is part of a larger project looking at Westens’ investments in different countries. I certainly look forward to future instalments.

Giovanni Favero

Giovanni Favero

Sunbeam gets toasted

Accounting fraud, business failure and creative auditing: A micro-analysis of the strange case of Sunbeam Corp.

Marisa Agostini (marisa.agostini@unive.it) and Giovanni Favero (gfavero@unive.it)
(Both at Department of Management, Università Ca’ Foscari Venezia, Italy)

Abstract
This paper puts under the magnifying glass the path to failure of Sunbeam Corp. and emphasizes the reasons of its singularity and exceptionality. This corporate case emerges as an outlier from the analysis of the US fraud cases mentioned by WebBRD: the consideration of the time between fraud disclosure and the final bankruptcy reveals the presence of an exceptional sampled case. In fact, the maximum value of this temporal variable is estimated equal to 840 days: it is really far from the range estimated by the survival function for the entire sample and it refers to Sunbeam Corp. Different hypotheses are evaluated in the paper, starting from the consideration of Sunbeam’s history peculiarities: fraud duration, scapegoating and creative auditing represent the three main points of analysis. Starting from a micro-analysis of this case that the SEC investigated in depth and this work describes in detail, inputs for future research are then provided about more general problems concerning auditing and accounting fraud.

URL http://econpapers.repec.org/paper/vnmwpdman/25.htm

Review by Masayoshi Noguchi

This paper was distributed by NEP-HIS on 30 September 2012. It was also distributed by other NEP reports, namely Accounting (nep-acc), Heterodox Microeconomics (nep-hme) and Informal & Underground Economics (nep-iue).

Agostini and Favero use the case study method to raise questions and considerations concerning the accounting of fraud. Their analytical focus is the company now named Sunbeam Products Inc. It was established in 1897 as the Chicago Flexible Shaft Company by John K. Stewart and Thomas Clark. Its first ‘Sunbeam’ branded household appliance, the Princess Electric Iron, was launched in 1910 and following the success of this line of products the company officially change its name to ‘Sunbeam’ in 1946.

Wikipedia informs us that ‘in 1996, Albert J. Dunlap was recruited to be CEO and Chairman of what was then called Sunbeam-Oster. In 1997, Sunbeam reported massive increases in sales for its various backyard and kitchen items. Dunlap purchased controlling interest in Coleman and Signature Brands (acquiring Mr. Coffee and First Alert) during this time. Stock soared to $52 a share. However, industry insiders were suspicious. The sudden surge in demand for barbecues did not hold up under scrutiny. An internal investigation revealed that Sunbeam was in severe crisis, and that Dunlap had encouraged violations of accepted accounting rules. Dunlap was fired, and under a new CEO, Jerry W. Levin, the company filed for Chapter 11 bankruptcy protection in 2001. In 2002, Sunbeam emerged from bankruptcy as American Household, Inc. (AHI), a privately held company. Its former household products division became the subsidiary Sunbeam Products, Inc. Then AHI was purchased in September 2004 by the Jarden Corporation, of which it is now a subsidiary.’

Al ‘Chainsaw’ Dunlap

Agostini and Favero look at this situation in detail while aiming to show ‘how the specific fraudulent strategy of performance overstatement adopted in the Sunbeam case can be connected to the peculiar modality of its disclosure, allowing to scapegoat the CEO, to (temporarily) discharge the board and the company of any responsibility, and to pursue a business recovery’ (p. 4).

By examining what they consider an exceptional case, Agostini and Favero aim to avoid over simplification and ‘not to sacrifice knowledge of individual elements to wider generalization’, but to be coupled with the informed use of ‘all forms of abstraction since minimal facts and individual cases can serve to reveal more general phenomena’ (p.4). The reason for examining this single outlier case is that, in their view, ‘“deviant cases” follow a peculiar path-dependent logic where early contingent events set cases on an historical trajectory of change that diverges from theoretical expectations’ (p. 2). By so doing, Agostini and Favero aim to ‘enlighten causal mechanisms which are too complex to emerge from standard empirical studies based on statistical approaches’ (p. 4).

The case documents the very aggressive management strategies of Dunlap. As mentioned, these led to fraudulent financial reporting through the misstatement of significant amounts in the financial accounts. In other words, Dunlap was found to have manipulated accounting numbers in numerous ways, skilfully covering these up through the acquisitions of new subsidiaries. Measures were also taken to assure the survival of the company after revelations of the fraud emerged. But in spite of scapegoating, rather tyranic management and the extremely long duration of the fraud the company final reached bankruptcy.

Normally auditors are integral (either by action or omission) to the process leading to accounting fraud (see for instance my work with Bernardo on the auditing of building societies here). But the case of Sunbeam was exceptional in the sense that its auditor, Arthur Andersen, avoided being involved in the crisis (but shortly after were intimate involved in the infamous Enron case). Agostini and Favero point out that ‘[t]his represents another item of exceptionality in Sunbeam Corp. case where there is a shift from the auditors to the CEO of the scapegoat function’ (p. 9). They further add that it was indeed the ‘auditors’ peculiar behaviour that which led to Dunlap being ‘the scapegoat’ (p. 9).

From the late 1940′s to 1997, the upscale toaster market was dominated by the ‘Radiant Control Toaster’ from Sunbeam.

To explore the point above the authors propose the concept of ‘creative auditing’ in comparison with the counterpart of ‘creative accounting’ or ‘earnings management’. According to Agostini and Favero, ‘auditors (agents) may use their professional knowledge, the asymmetrical information and the flexibility inside auditing rules to distract the principals’ attention (owners, shareholders, investors, etc.) from news which will not be welcome’ (p. 14). Agostini and Favero argue that ‘auditors working with management of the company are privy to essential information that can be used in a legal, but not proper way, to maximize their own interests at the expense of the principal’ (p. 14) by citing that ‘Prior to scandal, many assumed that either legal liability or reputational concerns would prevent the large audit firms from engaging in collusion with their clients. Enron and the many frauds that followed have undermined these assumptions’ (p. 14) from Brown (2007, p. 178)

In spite of having effectively discovered the accounting fraud at Sunbeam, the partner in charge of Arthur Andersen, Phillip E. Harlow, signed clean audit report on the ground that ‘the part, which was not presented fairly, was not material, so it did not matter’(p. 22). Agostini and Favero further claim:

After Sunbeam fraud disclosure, Mr. Harlow was supported by its partners at Arthur Andersen, which stated that this case involved not fraud, but “professional disagreements about the application of sophisticated accounting standards.” As emphasized by The New York Times (May 18, 2001), “in the typical accounting fraud case, the auditors say they were fooled. Here, at least according to the S.E.C., the auditors discovered a substantial part of what the commission calls sham profits”. Moreover, stating the immateriality of a part of improper profits, they used their professional knowledge, the asymmetrical information and the flexibility inside auditing rules to distract other stakeholders’ attention from news which will not be welcome.

However, the above indication only refers to the technical nature of the accounting fraud committed and the professional judgment exercised for the degree of materiality. In order to consider the case of Sunbeam as an incident of creative auditing (as Agostini and Favero claim it is), elucidations as to the supposed for Arthur Andersen participating in the fraudulent scheme are insufficient. An improvement on this point would be desirable. Although one can fully agree with their view that the role of auditors for the financial reporting of business enterprises should be reexamined. This paper is thought provoking in this sense.

Must we question corporate rule?

Financialization of the U.S. corporation: what has been lost, and how it can be regained

William Lazonick (University of Massachusetts-Lowell)

Abstract
The employment problems that the United States now faces are largely structural. The structural problem is not, however, as many economists have argued, a labor-market mismatch between the skills that prospective employers want and the skills that potential workers have. Rather the employment problem is rooted in changes in the ways that U.S. corporations employ workers as a result of “rationalization”, “marketization”, and “globalization”. From the early 1980s rationalization, characterized by plant closings, eliminated the jobs of unionized blue-collar workers. From the early 1990s marketization, characterized by the end of a career with one company as an employment norm, placed the job security of middle-aged and older white-collar workers in jeopardy. From the early 2000s globalization, characterized by the movement of employment offshore, left all members of the U.S. labor force, even those with advanced educational credentials and substantial work experience, vulnerable to displacement. Nevertheless, the disappearance of these existing middle-class jobs does not explain why, in a world of technological change, U.S. business corporations have failed to use their substantial profits to invest in new rounds of innovation that can create enough new high value-added jobs to replace those that have been lost. I attribute that organizational failure to the financialization of the U.S. corporation. The most obvious manifestation of financialization is the phenomenon of the stock buyback, with which major U.S. corporations seek to manipulate the market prices of their own shares. For the decade 2001-2010 the companies in the S&P 500 Index expended about $3 trillion on stock repurchases. The prime motivation for stock buybacks is the stock-based pay of the corporate executives who make these allocation decisions. The justification for stock buybacks is the erroneous ideology, inherited from the conventional theory of the market economy, that, for superior economic performance, companies should be run to “maximize shareholder value”. In this essay I summarize the damage that this ideology is doing to the U.S. economy, and I lay out a policy agenda for restoring equitable and stable economic growth.

URL http://econpapers.repec.org/paper/pramprapa/42307.htm.

Review by Bernardo Bátiz-Lazo

As I have noted before (see Bátiz-Lazo and Reese, 2010), financialisation has been coined to encompass greater involvement of countries, business and people with financial markets and in particular increasing levels of debt (i.e. leverage). For instance, Manning (2000) has used the term to describe micro-phenomena such as the growth of personal leverage amongst US consumers.

In their path breaking study, Froud et al. (2006) use the term to describe how large, non-financial, multinational organisations come to rely on financial services rather than their core business for sustained profitability. They document a pattern of accumulation in which profit making occurs increasingly through financial channels rather than through trade and commodity production.

Instead, in the preface to his edited book, Epstein (2005) notes the use of the term as the ascendancy of “shareholder value” as a mode of corporate governance; or the growing dominance of capital market financial systems over bank-based financial systems.

Alternative view is offered by American writer and commentator Kevin Phillips, who coined a sociological and political interpretation of financialisation as “a process whereby financial services, broadly construed, take over the dominant economic, cultural, and political role in a national economy.” (Phillips 2006, 268). The rather narrow point I am making here and which I fail to elaborate for space concerns, is that ascertaining the essential nature of financialisation is highly contested and is in need of attention.

Sidestepping conceptual issues (and indeed ignoring a large number of contributors to the area), in this paper William Lazonick adopts a view of financialization cum corporate governance and offers broad-base arguments (many based on his own previous research) to explore a relatively recent phenomenon: the demise of the middle class in the US in the late 20th century. In this sense, the abstract is spot on and the paper “does what it says on the can”. Yet purist would consider this too recent to be history. Indeed, the paper was distributed by nep-hme (heterodox microeconomics) on 2012-11-11 rather than NEP-HIS. This out of neglect rather than design but goes on to show that the keywords and abstract were initially not on my radar.

William Lazonick

Others may find easy to poke the broad-stroke arguments that support Lazonick’s argument. Yet the article was honoured with the 2010 Henrietta Larson Article Award for the best paper in the Business History Review and was part of a conference organised by Lazonick at the Ford Foundation in New York City on December 6-7, 2012 (see program at the Financial Institutions for Innovation and Development website).

Lazonick points to the erotion of middle class jobs in a period of rapid technological change. This at a time when others question whether the rate of innovation can continue (see for instance The great innovation debate). Lazonick implicitly considers our age as the most innovative ever. But his argument is that the way in which the latest wave of innovation was financed is at the hear of the accompanying ever-growing economic inequality.

So for all its short comings, Lazonick offers a though provoking paper. One that challenges business historians to link with discussions elsewhere and in particular corporate governance, political economy and the sociology of finance. It can, potentially, launch a more critical stream of literature in business history.

References

Bátiz-Lazo, B. and Reese, C. (2010) ‘Is the future of the ATM past?’ in Alexandros-Andreas Kyrtsis (ed.) Financial Markets and Organizational Technologies: System Architectures, Practices and Risks in the Era of Deregulation, Basignstoke: Palgrave-Macmillan, pp. 137-65.

Epstein, G. A. (2005). Financialization and The World Economy. Cheltenham, Edward Elgar Publishing.

Froud, J., S. Johal, A. Leaver and K. Williams (2006). Financialization and Strategy: Narrative and Numbers. London, Routledge.

Manning, R. D. (2000). Credit Card Nation. New York, Basic Books.

Phillips, K. (2006). American Theocracy: The Peril and Politics of Radical Religion, Oil, and Borrowed Money in the 21st Century. London, Penguin.

On the effects of income tax to the private businesses

Income Taxation and Business Incorporation: Evidence from the Early Twentieth Century

By Li Liu (li.liu@sbs.ox.ac.uk), Centre for Business Taxation, University of Oxford

URL: http://d.repec.org/n?u=RePEc:btx:wpaper:1205&r=his

Abstract

If the corporate income tax is set at a different rate from non-corporate income tax, it can play an important role in a firm’s choice of organizational form. The impact and interdependency of income tax incentives are crucial factors to take into account when designing efficient tax policies. In this paper I exploit the substantial variation in income taxes across U.S. states in the early twentieth century to estimate these sensitivities. The potential endogeneity of state taxes is addressed using an IV approach. The results demonstrate that the relative taxation of corporate to personal income has a significant impact on the corporate share of economic activities. Raising the entrepreneur’s tax cost of incorporation by 10% decreases the mean corporate share of economic activities by about 11-18%. In addition, higher personal tax rates may affect the share of corporate activities through tax evasion and tax progressivity.

Review by Beatriz Rodríguez-Satizábal

What are the implications of income tax on the organizations? As Li Liu claims in this paper distributed by NEP-HIS on 2012-10-20, the interplay of corporate and personal income taxes are central to tax policy design. As we have all witnessed, the new century has been marked by a turbulent corporate world. Politicians, economic-policy makers, and citizens are calling for new regulation and control over the giant corporations ruling the economies of most countries.

After almost a century of dealing with corporations, the issue is still which is the best way to keep the corporations within the limits of what is right for a country’s economy without having a negative effect on the firm’s growing path. The fact that the taxation lies in the heart of the relation between the businesses and the rest of the society, implies that its understanding needs both sides of the story (even shown from different perspectives): the policy-maker decision on how, when, and whom to tax; and, the effects of taxation in the structure, productivity, and revenues of the firm. The former commonly studied, and the latest still open to include case studies of firms and countries.

CNN Money online / 20 September 2011

Studying the case of the United States during the first two decades of the twentieth century, Liu brings together a period of tremendous changes in the income regimes –including the introduction of the income taxes (corporate in 1909, personal in 1913)- with the appearance of the first well-known big corporations. In other words, this paper is a step forward to fill the gap in the literature on the contribution of income taxes in the spread of corporate forms during an early period.

Using a dataset that includes the tax rates, the corporate share of establishment, employment, and production in the manufacturing sector, Liu builds a theoretical framework that starts with a simple model to illustrate how firms make decisions about whether to incorporate based on comparison of the profits they are likely to obtain from each organizational form (p. 7). This offers a result that shows the complexity of the business decisions and the reality which the policy-maker has to deal with: the taxation of firms differs by organizational form.

Interestingly, Liu adds to the discussion the degree of incorporation making a case on the economic importance of corporations and the fact that a great number of firms incorporate in response to tax incentives, rather than productivity options. Therefore, there is a strong relationship between business incorporation and income taxes when the big transformation occurred.

In other words, firms were not keeping it simple for the policy-maker! As a dynamic unit, the decision on the organizational form they were going to take while growing depended not only on the complexity of the production, the financial options available, or the size of the markets, but also on how they relate with the taxation system that at the end could increase or decrease the degree of incorporation.

Being this intuition not new for those who study the evolution of firms, this paper adds data to a methodological approach that combines the advances of the corporate governance on the structure of the firm and the accounting concern on how to deal with what they have to give back to the society.

Business and Accounting History of Religious Organizations

Awareness to Accounting and Role of Accounting at Religious Organizations: The Case of Brotherhoods of Seville at the Last Decade of 16th Century

by
Jesus Damian Lopez-Manjon (jdlopman@upo.es), Juan Baños Sanchez-Matamoros (jbasan@upo.es) & Maria Concepcion Alvarez-Dardet Espejo (mcalvesp@upo.es) (all at Universidad Pablo de Olavide)

URL http://econpapers.repec.org/paper/pabwpbsad/12.06.htm

Abstract

This work questions if religious organizations with common shared beliefs and sacred objectives, but which members had a different level of awareness to accounting, should show a different behaviour concerning: a) the status of accounting in their internal organisations; and b) the permeability of such organizations to new accounting techniques. To reach our aim, we have analysed the content of 6 rules of brotherhoods located in the city of Seville (Spain), and enacted at the last decade of the 16th century. We have split the brotherhoods depending on its link or not with a guild or professional group. We can conclude that the awareness to accounting of its members and the perception of the belief system are explanations to cover the dissimilar behaviour of the brotherhoods in relation to accounting.

Review by Masayoshi Noguchi

This paper is a new instalment of the most interesting work on accounting of religious orders that is emanating from Seville and was distributed by NEP-HIS on 2012-05-22. As the authors point out, the analysis of accounting function in religious organisations is currently one of the most important topics in accounting history research. It has successfully provided a reinterpretation of the past whether at monasteries or cathedrals. Institution that came to dominate everyday life in Europe during the middle ages.

Brootherhood of the Holy Cross – Seville

The basic research question of the paper is: ‘if religious organizations with common shared beliefs and sacred objectives, but which [sic] members had a diverse level of awareness to accounting, should show a different behaviour concerning: a) the status of accounting in their internal organisations; and b) the permeability of such organizations to new accounting techniques’ (p. 3). Through the analysis, the authors argue how the combination of the ledger control system; the context in which the organisations were placed; and, more importantly, the awareness of the members to accounting techniques, all came together to forge a unique link between professional guilds. This link could play an important role in explaining why accounting in religious organisations adopted specific features (p.9). As a result, they argue, a categorisation of accounting between sacred and profane over simplifies the operational context of religious organisations.

As the analytical object the authors choose the rules of six brotherhoods located in the city of Seville and which established in the second half of the 16th century. An important element of this study is the relation of the brotherhoods with closed craft groups called ‘guilds’. Specifically, the authors argue that the guilds exercised significant influence on accounting procedures prescribed in the rules adopted by some of the brotherhoods. Seville was the most active city in terms of the activities of the guilds, because of the recognized monopoly of the commerce with the Spanish American colonies (p. 4). Also the location within the city played an important part in the story: ‘Traders and craftsmen dedicated to the same profession used to live in the same neighbourhood and, therefore, attend to same parish or convent’ (p. 12). So, guild members would normally belong to the same brotherhood (p.12)

Processions are typical of Holy Week in Seville

The main conclusion of this paper is as follows: the three brotherhoods linked to guilds tended to use more advanced accounting devices and terminology than those not linked. Those most closely connected with specific guilds (i.e. the Santiago and the Buen Viaje), their rules contained more advanced technical terms and accounting jargon than the others. However, the categorization based on the linkage with the guilds could explain difference in the rules concerning the submission of accounts to a body of members for approval.

This study has some limitation, as the authors themselves recognise. Namely, it only analyzed the rules but not the practices of the brotherhoods. So it is not clear the extent to which they actually adopted accounting practices. Indeed, as has been documented by Bátiz-Lazo and others, a common shortcoming of Spanish accounting historiography has been its inference based on text books and rule books. Nothing definite can be said about the technical level of accounting adopted unless actual practices are analysed. It is quite normal that every day practice is carried out in completely different way from that prescribed in rules or regulations. Probably, establishing this link between rules and actual practices in the religious orders explored is the next research task.

Although there are issues, this paper is quite enjoyable to read but as noted, further development is expected.