Ambition, Greed and the Fall of Arthur Andersen
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About the author
Formerly the Partner-in-Charge of Ethics and Responsible Business Practices consulting services for Arthur Andersen, BARBARA LEY TOFFLER was on the faculty of the Harvard Business School and now teaches at Columbia University's Business School. She is considered one of the nation's leading experts on management ethics, and has written extensively on the subject and has consulted to over sixty Fortune 500 companies. She lives in the New York area. Winner of a Deadline Club award for Best Business Reporting, JENNIFER REINGOLD has served as management editor at Business Week and senior writer at Fast Company. She writes for national publications such as The New York Times, Inc and Worth and co-authored the Business Week Guide to the Best Business Schools (McGraw-Hill, 1999).
From the Hardcover edition.
A withering exposé of the unethical practices that triggered the indictment and collapse of the legendary accounting firm.
Arthur Andersen's conviction on obstruction of justice charges related to the Enron debacle spelled the abrupt end of the 88-year-old accounting firm. Until recently, the venerable firm had been regarded as the accounting profession's conscience. In Final Accounting, Barbara Ley Toffler, former Andersen partner-in-charge of Andersen's Ethics & Responsible Business Practices consulting services, reveals that the symptoms of Andersen's fatal disease were evident long before Enron. Drawing on her expertise as a social scientist and her experience as an Andersen insider, Toffler chronicles how a culture of arrogance and greed infected her company and led to enormous lapses in judgment among her peers. Final Accounting exposes the slow deterioration of values that led not only to Enron but also to the earlier financial scandals of other Andersen clients, including Sunbeam and Waste Management, and illustrates the practices that paved the way for the accounting fiascos at WorldCom and other major companies.
Chronicling the inner workings of Andersen at the height of its success, Toffler reveals "the making of an Android," the peculiar process of employee indoctrination into the Andersen culture; how Androids—both accountants and consultants--lived the mantra "keep the client happy"; and how internal infighting and "billing your brains out" rather than quality work became the all-important goals. Toffler was in a position to know when something was wrong. In her earlier role as ethics consultant, she worked with over 60 major companies and was an internationally renowned expert at spotting and correcting ethical lapses. Toffler traces the roots of Andersen's ethical missteps, and shows the gradual decay of a once-proud culture.
Uniquely qualified to discuss the personalities and principles behind one of the greatest shake-ups in United States history, Toffler delivers a chilling report with important ramifications for CEOs and individual investors alike.
From the Hardcover edition.
The Crown Publishing Group
; March 2003
290 pages; ISBN 9780767914543Read online
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Title: Final Accounting
Author: Barbara Ley Toffler; Jennifer Reingold
The Andersen Way
The day Arthur Andersen loses the public’s trust is the day we are out of business.
—Steve Samek, Country Managing Partner, United States, for Arthur Andersen, on the firm’s Independence and Ethical Standards CD-ROM, 1999
“I don’t care what you used to charge,” barked Robert, a partner in Andersen’s Business Consulting unit, at the stricken young manager. “You’re at Arthur Andersen now.”
Robert had asked the manager, a friendly and straightforward young man who had just joined the Firm, for an estimate to produce a CD-ROM for a large European bank going through a merger. Although intimidated, the manager responded bravely, “That’s as high as I can legitimately go. That’s the price for my top of the line.”
Robert stared at him, disgusted. “We don’t do anything for $50,000.” The manager looked as if he might melt into a puddle of shame. After giving me a pleading glance, he slunk out of the partner’s office, knowing that when he returned he had better have a generously padded price for his piece of the project.
Now it was my turn to endure the wrath of a ravenous Arthur Andersen consultant stalking fees. Robert, the young manager, and I were collaborating on a proposal to help the bank coordinate its compliance manuals and ethics policies and design a brief program to introduce them to employees in the wake of the giant merger. On that day in December 1998, I had already been with Arthur Andersen for more than three years as head of the Ethics and Responsible Business Practices Group, but I had never—and would never—get used to moments like these. I knew I was in for it, too, since I had estimated the fee for my group’s portion of the work at $75,000. It was a fair estimate, but not a particularly profitable one for Robert, who as engagement partner on the project would be measured on the total fees. And I was right. As Robert loomed over me, linebacker-broad shoulders flexing ominously, he reminded me of nothing so much as Zero Mostel’s transformation into a rhinoceros in the Ionesco play of that name.
“What’s this $75,000?” he shouted, reverting to the machine-gun style of speaking he used to keep anyone from sneaking in a contrary word or thought. “What do you mean, $75,000? This is the big time, young lady.” (I didn’t take that as a compliment.) “What kind of a consultant are you?”
“A good one, Robert,” I managed to squeeze into the ongoing barrage of invective. “And for our piece of the project, that’s a high-end estimate.” But Robert was having none of it. “You make that $150,000,” he ordered. “Back into it.”
Robert put together the final budget, which I never saw, and personally delivered it to the bank’s general counsel, who in our two preproposal planning meetings had been very receptive to our ideas and enthusiastic about the project. I shuddered to imagine the con game that was about to be played on him. So, not having heard from Robert, I called him to find out what had happened. “What’s with the proposal?” I asked. He told me he had delivered it. “What was the bottom line?” I said, holding my breath. “Six hundred thousand dollars,” he said, coolly. I shouldn’t have been surprised by this point—I’d been through the game so many times before at the Firm—but for some reason, I was overcome by a wave of revulsion.
“You mean your piece is almost $400,000? For a few first-year-staff xeroxing policies and typing up a manual?”
“This is Arthur Andersen,” came his reply. “That’s the way we do it around here.”
“And what did the general counsel say when he saw that number?”
“Nothing,” said Robert, brusquely. “He just stood there. But don’t worry. It was just sticker shock. He’ll get over it.“
He might, but I wouldn’t. “I’ve got sticker shock, too, Robert. Who’s going to pay that kind of money for what we’re offering?” His answer was simple. “Relax. We’re Arthur Andersen. They need us. They’ll pay.” I hung up the phone.
At that moment, something snapped. Sure, I was angry, but what I felt most profoundly was utter humiliation, for myself and also for the Firm, which was using its good name to overbill and underdeliver. I wasn’t a naïf, shocked to get a taste of the real world; I’d been on the Harvard Business School faculty and successfully consulted to Fortune 500 companies for fifteen years before joining this firm with a more than eighty-year reputation for excellence and dignity. But this place was beginning to look more and more like the “bad example” I used to cite to clients. Called The Firm by everyone who worked there, Arthur Andersen felt like the real-life version of John Grisham’s famous novel. The prestigious name was being used to justify behavior that never would have been tolerated in the past, behavior that was wrong. I resolved to stop acting like a sheep.
• • •
That experience flashed back to me some three years later, on March 26, 2002, as I watched reports on a support rally for Andersen, which had just been indicted by the U.S. Department of Justice for its involvement with the collapse of Enron Corp., its star client. On that miserable day, even the weather gods scorned the Firm. Sheets of freezing rain landed on uncovered heads, trickled slowly down cold noses, and slid down the now-soggy T-shirts of several hundred employees of Andersen’s New York office. It was the fifth day of spring, but one of the coldest, most unforgiving days of the year—and the day Andersen had picked for a last-ditch public gathering to try to save itself from corporate extinction.
Just as everyone began to assemble, the drizzle became a torrent. “I am Arthur Andersen,” blared the stark black letters on the bright orange T-shirts. But the expressions on the employees’ faces telegraphed a different message: “I am wishing I were anywhere else in the world.” They put on a good show all the same, these young accountants, consultants, and tax specialists, because they had to: Their jobs and their careers were at stake.
On this terrible gray day, Andersen employees tried to show the world that their 88-year-old accounting and consulting firm still had some fight in it. They stood there, shivering on the black stone entryway to the Alliance Capital Building on the Avenue of the Americas, chanting their firm’s name and holding up hand-scrawled posters whose messages, blurred by raindrops, looked for anyone else to blame.
“Even Iraq got a trial before execution.”
“I didn’t shred, my kid needs to be fed.”
“I worked 0 hours at Enron.”
“DOJ WHAT?” (“Sucks” was the preferred answer.)
“It takes a real Jack-Ashcroft to put 28,000 people in the streets.”
“It wasn’t me.”
One thirty-something guy had shown up with his baby. She napped in her pink coat, oblivious to the crowd of clean-cut, earnest young professionals in their soaked clothes, bemoaning the fate of their once-proud firm.
A carefully selected rainbow of Andersen employees and partners, from the midcareer mom to the African immigrant, came to the podium to tell their stories. Each of them struck the same chord: Andersen was a wonderful place to work. It was a company that had provided each of them many opportunities and a great career. The best thing about Andersen was the people. And why was the U.S. government punishing a hallowed institution with 85,000 global employees for the mistakes of a few? After each speech, the designated cheerleader, a peppy young man with glasses and a bullhorn, led the chant: “I am An-der-sen! I am An-der-sen!” No one seemed to be wondering whether the company somehow deserved its fate. Not one person ever mentioned the people who suffered the worst punishment of all in the collapse of Enron—the investing public.
Finally, Lou Salvatore, a small, elegant man with a full head of thick salt-and-pepper hair and a member of the Firm’s innermost circle, stepped to the podium, flanked by a young staffer toting an orange Andersen umbrella. The crowd, relieved to see that at least one of the big shots was out there getting drenched too, perked up and started to chant, “Lou! Lou! Lou!” The chant had a wistful quality, like the rallies fans have in a small-town airport for the local basketball team after it loses the state championship.
Salvatore had been working at Arthur Andersen since before most of the people at the rally were born. He had run the New York office and served as Andersen’s acting CEO for six months before the appointment of Joseph Berardino in January 2001. He favored elegant suits, was a major campaign contributor to George W. Bush’s presidential campaign, and was very active in Catholic community groups. He’d even hired a nun to work full-time in Andersen’s New York offices. I knew him well. He had a decent amount of charisma, for an accountant, and good manners, too. But today he was ready for a brawl.
“We’re going to fight them until there’s no fight left,” he shouted into the microphone, which was a little too high for him. “And we’re going to vindicate all of you people and all of the other Arthur Andersen people!
“Because,” he said, enunciating every word, “we didn’t do anything wrong!” A hopeful whoop erupted from the crowd. “And when the fight is over,” he continued, “everyone is going to walk away proud, saying ‘I was, I am, and I always will be Arthur Andersen.’ We’ll beat the weather, we’ll beat the Justice Department, we’ll beat the competition, and everybody will be just fine.”
• • •
As the rally blared on, Andersen’s CEO, Joseph Berardino, sat in his corner office on the twelfth floor, staring out the window at the crowd below. As the head of the worldwide Firm, Berardino had presided over a perfect storm of accounting scandals and management missteps. He had fought his way to the top of the company he had joined right out of Fairfield University—and now, just a year later, it was over. Faced with a criminal indictment, mass client defections, and the possible collapse of the $9.3 billion Firm, he
realized that there was no way out, and he announced his resignation. He had failed his firm.
A few hours later, he would appear on CNN’s Moneyline with Lou Dobbs to tell the world that he was taking the fall—for the good of his company. “What I do know is we have a lot of great people who deserve a career,” he said, hooded eyes downcast, shoulders slumped, the picture of self-flagellation. “And if my sacrifice helps just a few of those, I will feel really good about what I’ve done today. I’ve been trained by my parents and by Jesuits, who taught me in college that the greatest thing you can do is do something for someone else. That’s all I’m thinking about right now. Someday, maybe, I’ll think about myself.”
Berardino would not, however, cop to what the world already knew—that contrary to Salvatore’s remarks, Andersen had, indeed, done something wrong. It had become a place where the mad scramble for fees had trumped good judgment. And it was that failure—not a government vendetta—that left hundreds of employees shivering in the rain, begging for their jobs. Less than three months later, Oscar Criner, a computer science professor and foreman of the jury, stood in a tense Houston courtroom and pronounced the Firm guilty of obstruction of justice in the investigation of Enron Corp. The Firm announced it would stop auditing public clients by August 31, effectively ending the existence of one of the world’s best-known companies. It was a quick and brutal halt to a business that had prospered for nearly a century.
On October 16, 2002, on a warm fall day in Houston, Andersen partner C. E. Andrews stood quietly in the courtroom as the judge handed down the maximum sentence—a $500,000 fine and five years’ probation. Andersen defense attorney Rusty Hardin, dapper in gold tie and tan suit, mustered the appropriate outrage and announced an immediate appeal. “Does it, from a societal standpoint, make sense to destroy an entire company because of what you believe was the conduct of a few?” he asked. “We will go to our grave saying we are not guilty.” Leslie Caldwell, director of the Enron Task Force for the Justice Department, had a different take. “The government did not destroy Arthur Andersen,” she said stonily. “The management destroyed Arthur Andersen.”
• • •
Going to work at Arthur Andersen had been like taking a job at IBM. It was a great and venerable American brand that had, over the course of the twentieth century, become a global symbol of strength and solidity. Behind its famous doors was a group of highly trained professionals known everywhere for their reputation for hard work, competence, and a steady hand. “We were the Marine Corps of the accounting profession,” said Rich Lowe, a retired Andersen partner. But then, during the 1990s, something changed. In my years working at Arthur Andersen, I came to believe that the white-shoed accounting firm known for its legions of trained, loyal, honest professionals—a place that once had the respect, envy, and admiration of everyone in Corporate America—had lost its way. The accountants and the consultants forgot what it meant to be accountable.
The fall of Arthur Andersen, I believe, was no murder. It was a suicide, set in motion long before there was ever an indictment. Yet while the guilty verdict sealed Andersen’s fate, by the time it came it was merely a formality, the last nail in a coffin whose grave had been primed for burial.
Yes, I was part of a corporate behemoth that was successful far beyond what founder Arthur Andersen ever imagined when he opened for business in Chicago in 1913. I lived the power of a global firm in which you could experience the “Andersen Way,” whether you were meeting with clients in Singapore or San Diego, in Rome or in Rochester. But I also experienced a culture rife with conflict and an organization consumed by never-ending financial and political pressures. I worked with people so in thrall to the great bull market of the 1990s and the power and wealth of their corporate benefactors that they completely forgot that the true purpose of their job was to protect the investing public. I watched as Arthur Andersen came down from its lofty perch to wrestle in the mud in search of more fees, more power, more political clout, more everything. And when that happened, we all got dirty.
It is Arthur Andersen’s lack of accountability that has inspired me to write this book. As an observer of corporate cultures, I believe strongly that the suicide of Arthur Andersen—and the assault on the investing public’s trust—could have been avoided had people paid attention to the danger signs flashing everywhere in the late 1990s. This is not a book about the Enron debacle, since Enron, in my view, was simply the final straw for Andersen. Instead, it is a book about what it was like to work at a respected company as its culture began to decay. It is also about what happens when the values of an organization begin to distort your own. I, too, went along with a system that I knew was ultimately unsustainable, and I had to live with the consequences.
From the Hardcover edition.
In the press
"The sad demise of the once proud and disciplined firm of Arthur Andersen is an object lesson in how 'infectious greed' and conflicts of interest can bring down the best. Final Accounting should be required reading in every business school, beginning with the dean and the faculty that set the tone and culture.”
-Paul Volker, former Chairman of the Federal Reserve Board
“This exciting tale chronicles how greed and competitive frenzy destroyed Arthur Andersen--a firm long recognized for independence and integrity. It details a culture that, in the 1990s, led to unethical and anti-social behavior by executives of many of America's most respected companies. The lessons of this book are important for everyone, particularly for a new breed of corporate leaders anxious to restore public confidence.”
-Arthur Levitt, Jr., former chairman of the Securities and Exchange Commission
“This may be the most important analysis coming out of the corporate disasters of 2001 and 2002. Barbara Toffler is trained to understand corporate ‘cultures’ and ‘business ethics’ (not an oxymoron). She clearly lays out how a high performance, manically driven and once most respected auditing firm was corrupted by the excesses of consulting and an arrogant culture. One can hope that the leaders of all professional service firms, and indeed all corporate leaders, will read and reflect on the meaning of this book.”
-John H. Biggs, Former Chairman and Chief Executive Officer of TIAA CREF
“The book exposes the pervasive hypocrisy that drives many professional service firms to put profits above professionalism. Greed and hubris molded Arthur Andersen into a modern-day corporate junkie ... a monster whose self-destructive behavior resulted in its own demise."
-Todd Rodenhauser, founder and president of Consulting Information Services, LLC
"An intriguing tale that adds another important dimension to the now pervasive national corporate governance conversation.
-Charles M. Elson, Edgar S. Woolard, Jr., Professor of Corporate Governance, University of Delaware
“You could not ask for a better guide to the fall of Arthur Andersen than an expert on organizational behavior and business ethics who actually worked there. Sympathetic but resolutely objective, Toffler was enough of an insider to see what went on but enough of an outsider to keep her perspective clear. This is a tragic tale of epic proportions that shows that even institutions founded on integrity and transparency will lose everything unless they have internal controls that require everyone in the organization to work together, challenge unethical practices, and commit only to profitability that is sustainable over the long term. One way to begin is by reading this book.
–Nell Minow, Editor, The Corporate Library
From the Hardcover edition.