American boast that their capital markets are the best in the world. Enron’s collapse might suggest a confusion of quantity with quality. Misleading accounting, analysts who cheerlead for companies rather than analyse them, and more: are America’s markets really more transparent, and its investors better protected, than elsewhere?, asks an editorialist in the latest issue of The Economist.
If they are, they need to be more so. And, as the chairman of the Securities and Exchange Commission (SEC), Harvey Pitt has the responsibility for making the improvements. When he was nominated last May, questions were raised over his suitability. Could a lawyer who had represented some of Wall Street’s greatest poachers—and who had often challenged the SEC in court—really prove a good gamekeeper? The fall of Enron, and its implications for regulation, multiplied the doubts. Pitt had often represented the big five accounting firms, and he opposed the ban on auditors selling consulting services to clients that was sought by his predecessor at the SEC, Arthur Levitt.
Pitt plans to confound his doubters by proving that detailed knowledge of the law makes him an ideal guardian of it. The Enron debacle, far from being a source of embarrassment, he says, has become “the poster-child for the agenda I had already laid out.” Perhaps. Enron’s collapse has certainly forced him to lay out his agenda sooner than he planned. He is now even ready to support a ban on auditors selling non-audit services “if Congress decides that is necessary”. It probably will.
On February 13th the SEC proposed several changes to corporate-disclosure rules. Firms will immediately have to reveal transactions in company shares by executives, rather than waiting up to 45 days. Annual results must be posted within 60 days, not 90 days, as now, and quarterly results must be published within 30 rather than 45 days. Material changes to a firm’s business prospects—anything from waivers of corporate-ethics rules for employees, to the loss of a large customer—must be disclosed at once.
Firms will also have to explain why they have chosen particular accounting treatments, and show how the numbers would have looked on different assumptions. The SEC has written to the New York Stock Exchange (NYSE) and Nasdaq, asking them to show how listing requirements could be used to force companies to strengthen audit committees and otherwise improve corporate governance. Within a couple of months, Pitt plans to publish proposals for a system for regulating auditors, based on a private-sector body “aggressively overseen” by the SEC.
He also intends to force an agenda for greatly improving accounting standards on the Financial Accounting Standards Board (FASB). Here, previous SEC chairmen largely failed—often thanks to lobbying by accountants represented by Pitt.
One of Mr Levitt’s proudest achievements was regulation FD (for fair disclosure), which required firms to disclose material information to all investors at the same time, instead of favouring professional investors. Though promising that there will be prosecutions, Pitt thinks that regulation FD falls short, because it allows firms to “tell everything to everybody, or nothing to anybody”. He wants to impose a “positive obligation” on companies to disclose material information as it occurs—and in plain English, not legalese.
Pitt already claims success on the thorny issue of Wall Street analysts and their conflicts of interest. Guidelines published last week, in conjunction with the National Association of Securities Dealers, would restrict share ownership by analysts, make them explain their rating systems and disclose prominently any investment-banking relationship their firm has with the company being touted. Does this go far enough?
Financial regulation in America
America’s top financial-markets regulator stands accused of being a soft touch
- By: IE Staff
- February 18, 2002 February 18, 2002
- 09:05