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Want to invest in a company before its IPO?

Found an interesting article from the Associated Press while I was watching Gene Simmons Family Jewels last night (fun episode, Shannon on painkillers buying Ginsu knives and Gene trying to figure out how to stimulate the economy -- by ringing the opening bell). The article says Scott Painter and business partner Greg Brogger have started a group called SharesPost.

This vehicle was launched publicly in June and allows Painter to try and sell shares in companies he helped found, which includes car pricing start-up TrueCar.com. However, Painter wants to go further, backing an idea allowing insiders to sell shares in companies before their initial public offering (IPO). A couple of the companies Painter is interested in include Twitter and LinkedIn (sites you may be familiar with).

Continue reading Want to invest in a company before its IPO?

Financial Felons: Where are they now and is there a next generation coming?

We recently presented a look at some of the most notorious financial felons of contemporary times.

Since then, news has included the indictment of Mark Cuban for insider trading in a case that is somewhat reminiscent of Martha Stewart's case. According to the SEC, the billionaire entrepreneur asked his broker to sell all his shares of Mamma.com after the company's CEO confidentially told him of an impending stock offering that would dilute the value of all existing shares. By selling before the information became public, Cuban is said to have sidestepped losses of more than $750,000. Cuban insists, though, that no agreement existed to keep the information confidential.

And then there was the indictment in Texas of Vice President Dick Cheney, along with former U.S. Attorney General Alberto Gonzales and others. There seems to be a conflict of interest between the vice president's influence on the federal agency that oversees federal immigration detention centers and his substantial holdings in Vanguard Group, which invests in private prison companies. But does the lame-duck county district attorney, who was a no-show in court, have the authority to bring charges against federal officials with regard to federally run institutions?

Continue reading Financial Felons: Where are they now and is there a next generation coming?

Financial Felons: Bernard Ebbers

This post is part of a feature in which he wonder whatever happened to some notorious financial felons. See all 17.

Bernard Ebbers, WorldCom's founder, built it into the world's largest telephone company, then drove it into the ground with his illegal dealings. He overstated WorldCom's cash flow by improperly booking $11 billion in company revenues. Shareholders first became aware of the problem when WorldCom announced it needed to restate its financial reports in March 2002.

As part of his shenanigans, Ebbers got $400 million in off-the-books loans from the company. Criminal fraud charges were filed against Ebbers and former Chief Financial Officer Scott Sullivan. Sullivan pleaded guilty to three criminal charges related to the fraud and cooperated with prosecutors in their case against Ebbers. Ebbers was sentenced to 25 years in prison. He is serving his time in the Oakdale, Louisiana, Federal Corrections institute.

Investor groups filed a class-action case against WorldCom's former directors, former executives, 18 banks, and its auditor, the infamous Arthur Anderson. A settlement was reached with some of these plaintiffs. Some former WorldCom directors paid a total of $50 million toward the settlement. Citigroup, which had promoted WorldCom's stocks and bonds as good investments even though it had concerns about WorldCom's rocky financial position, paid $2.65 billion.

Continue reading Financial Felons: Bernard Ebbers

Lehman Bros. and Bear Stearns are toast -- and on toast on eBay

I've put together a good-sized Enron memorabilia collection, inspired by the affordability. I was able to buy an Enron lunch bag on eBay for less than the cost of a similar nonbranded product at Wal-Mart.

The collapses of Lehman Bros. and Bear Stearns aren't anywhere near as interesting but the headlines have attracted a swarm of eBay listings. According to The New York Times, "When a big Wall Street firm goes belly up, one bet you can take to the bank is that memorabilia will be offered for auction on eBay within hours. "

If you're looking to support a charity instead of an opportunist -- or burned employee who, having lost his 401(k) grabbed a stack of mugs on his way out the door -- one seller sold a piece of toast with the initials "BS" and "LB" branded on each side. Proceeds benefit the Children's Diabetes Foundation in Denver. The price? A mere $15.50. A piece of toast that offers the ticker symbols of companies about to collapse would likely be worth far more.

As an investment, I don't think Lehman and Bear memorabilia are compelling: collectibles from the Enron and Worldcom blowups do not appear to have appreciated in value.

Companies that vanished: WorldCom

This post is part of a series on some of the most memorable companies that have disappeared.

Ah WorldCom. Aside from its storied history as one of the world's biggest accounting frauds, I remember it as my first cell phone company. My husband bought me a WorldCom phone as a gift and it turned out to not only have terrible service, but ridiculous billing practices, and we ended up paying to get out of the contract as I recall. I remember thinking that there was something really wrong with that company and later wishing I had pursued it as an investigative story, since I was then a writer at BusinessWeek Online and WorldCom was a hot stock.

But no, I never got onto such a story. In fact, I followed WorldCom's stock with interest since I had picked it in an office stock-picking contest years earlier and felt some satisfaction at its meteoric rise through the 1990s (even though I never actually owned the shares; it was just part of a fantasy portfolio).

But here's the WorldCom history that is worth remembering now: WorldCom started as Long Distance Discount Services (LDDS) in 1983. It changed its name to WorldCom in 1995. A series of mega-mergers transformed the company, culminating in its $40 billion deal for MCI. It was rechristened MCI WorldCom in 1998, the second largest long-distance calling company. The following year, just as it announced a deal with Sprint (now Sprint Nextel (NYSE: S)) that never came to fruition, the telecom industry started a prolonged downturn.

Continue reading Companies that vanished: WorldCom

Companies that vanished: Arthur Andersen succumbs to the lure of big money

This post is part of a series on some of the most memorable companies that have disappeared.

Arthur Andersen (1913 to 2002) spent decades as a leading accounting and consulting firm. Founded in 1913, it was once a member of the "Big 8" accounting firms, which later became the "Big 5." Andersen was the accountant for MCI and Worldcom. Even though it's been dead for six years, it left one offspring -- it spun off its Andersen Consulting unit in 1989. The renamed Accenture (NYSE: ACN) went public at $14.50 in July 2001 -- the share price is up 176% since then.

Andersen's downfall was its role as Enron's auditor. It used its credibility to bless Enron's special purpose entities and a whole host of illegal accounting. In 2002, the firm voluntarily surrendered its licenses to practice as CPAs after being found guilty of criminal charges, resulting in the loss of 85,000 jobs.

The lesson is to resist the lure of big money to pull you away from your values. Enron's pile of cash was irresistible to Andersen's leaders. And their lack of moral fiber cost a storied and proud firm its existence.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in Accenture.

Let us know in the comments what you remember about Arthur Andersen. And be sure to check out other Companies That Have Vanished.

WorldCom whistleblower Cynthia Cooper tells all

Cynthia Cooper was a true corporate whistleblower. She became famous, not by choice, but because of the WorldCom financial statement fraud valued at $11 billion. She was the Vice President of Internal Audit at WorldCom, a position that was not easily obtained. She almost single-handedly created the internal audit department at WorldCom, and her book Extraordinary Circumstances: The Journey of a Corporate Whistleblower details the struggle to get management to take internal audit seriously.

Things started going wrong at WorldCom very early. The company went on an acquisition spree, and the merging of many small companies, managers, and accounting systems was a disaster waiting to happen. Cynthia says that WorldCom was much better at acquiring companies than integrating them, and that is clear.

From an accounting perspective, it was next to impossible to create a properly controlled system. There were too many small systems being pieced together, and it was easy for numbers and authorizations to get lost in the shuffle. This struggle is well-documented by Cynthia, who no doubt painstakingly researched the various acquisitions in order to give such a complete history.

At times the book seems to get a little off-topic as Cynthia goes through each player's background briefly. Honestly, that information isn't really relevant to the story and, while it was probably intended to make these characters relatable human beings, it really just serves to make the book longer than necessary. It prolongs the process of getting to the real heart of the story.

Continue reading WorldCom whistleblower Cynthia Cooper tells all

CNBC's American Greed special on Worldcom

In case you've missed it, CNBC's American Greed series is one of the best new television shows to come out in awhile. Each 1-hour episode looks at two scams, cons, and schemes, featuring interviews with victims, participants, and law enforcement. It's a great look at the psychology of white collar crime and, even better, it's entertaining.

The show has mostly focused on small, relatively unknown ponzi schemes, art heists, and con games but that's going to change this week. On Wednesday at 9:00 PM ET, American Greed will feature a profile of the "WorldCom scam," which, with $107 billion in assets, was the largest bankruptcy in U.S. history, nearly twice as big as Enron.

I'm looking forward to the WorldCom profile, partly because there's been a discrepancy in the amount of media coverage it's gotten compared with the smaller Enron. Partly this is because Skilling and Co. beat Worldcom to the punch by about seven months. But the story of WorldCom also seems to lack the Greek tragedy elements of Enron.

Hopefully the CNBC special will provide look at WorldCom that is compelling on a human level, something none of the coverage of it so far has really done.

Are independent auditors tough enough?

After being embarrassed by the collapses of Enron and Worldcom, the auditing industry appears to be growing a stronger backbone when it comes to dealing with aggressive clients. According to (subscription required) The Wall Street Journal, "In recent weeks, the accounting firms, operating through a new industry group, have taken views at odds with at least some of their clients about the use of market prices for hard-to-trade securities and over how banks should deal with their exposure to losses in off-balance-sheet lending vehicles."

This is certainly good news. Strong, independent accountants are an absolute necessity in preserving the integrity of the financial system. But more needs to be done. Investors and regulators need to be asking the following questions:

  • Shouldn't companies be required to change accounting firms (rather than just employees within the same firm) every few years to avoid entrenchment and cozy relationships. When accountants see colleagues leaving for lucrative gigs at the company they once audited, can that lead to a conflict of interest?
  • Should companies be allowed to choose their own auditors, or should the SEC consider implementing a system where auditors are appointed by a third-party? Allowing companies to hire and fire their own independent auditing firms raises questions about whether they are really independent.

Book Review: Greed and Corporate Failure: The Lessons From Recent Disasters

Greed and Corporate Failure by Stewart Hamilton and Alicia MicklethwaitWith their book Greed and Corporate Failure: The Lessons From Recent Disasters, Stewart Hamilton and Alicia Micklethwait make a valuable contribution to the analysis of corporate meltdowns.

One of their key ideas is that the media's analysis of the great scandals has been wrong. As they say in the preface, "It has been convenient for many to pass off the recent spate of corporate failures as accounting scandals and frauds".

But they argue, companies that "collapse in a wave of accounting scandals" as Sherron Watkins predicted Enron would, don't fail for reasons that are that different from most other companies. By examining the collapses of Barings, Allied Irish, Enron, WorldCom, Tyco, Marconi, Swissair, Royal Ahold, and Parmalat, the authors show that the root causes of failures are "surprisingly few and common to most cases".

Overly-aggressive expansion, particularly through mergers and acquisitions, weak internal controls, greed, and ineffective boards are at the root of most corporate disasters. Through the use of compelling and recent case studies, short enough to be interesting, Hamilton and Micklethwait have written a must-read for anyone hoping to understand corporate failure.

Martha Stewart: Top money mess? More like a media feeding frenzy

MSN's Tim Middleton did a nice job recapping nine of the top ten money messes of the new Millenium: Enron, Arthur Andersen, Worldcom, Tyco, Adelphia, Henry Blodget etc., mutual fund market timing, Freddie and Fannie, and Parmalat. But his tenth pick puzzled me: Martha Stewart's $240,000 profit on insider trading of ImClone stock that she wasn't even convicted of (She was convicted of lying to investigators)?

The amount of money was so small and the whole media frenzy amounted to nothing more than blood-thirsty opportunists relishing the chance to destroy someone they didn't like -- I wouldn't be the first to suggest that sexism played a huge role in the crucifixion of Martha Stewart.

Here are some scandals that I would argue could replace Stewart for the number 10: The collapses of Refco or Global Crossing, the student loans scandals, and the subprime crisis. What are some 21st century scandals that you think could have made the list?

Nasdaq gets some Oxley moxie

BloggingStock.com's Jonathan Berr had a good piece on the implications of Sarbanes-Oxley (SOX). This is a federal law that Congress rushed into effect after the implosions of Enron and WorldCom. Basically, SOX has imposed some tough regulations on public companies in terms of disclosures and internal controls.

However, SOX can be difficult for small companies and some critics think that the U.S. IPO market has, as a result, been stunted. In fact, some U.S. companies are listing their shares in more favorable markets, such as the AIM market in London.

Well, there may be some change. Today, the Nasdaq announced that it has hired former Senator Michael Oxley as its non-executive vice chairman. No doubt, he will be a great advisor, but he may also help the financial industry push for adjustments in SOX.

It's likely to take time, but Nasdaq's move is definitely savvy.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Sarbanes-Oxley should be fixed, not scrapped

Those who don't learn from history are doomed to repeat it. Words to live by in life and investing. The problem is that many in corporate America aren't getting the message.

Bitching and moaning about Sarbanes-Oxley is so common place that it barely causes a ripple. Companies despise the law. They always have.If you want to work any CEO or CFO into a rage, just ask them about section 404. Some smart entrepreneur should sell dartboards with pictures of Sarbanes and Oxley. They would be a huge seller with anybody connected with corporate accounting including my wife.

People, including those attending a conference on the law hosted by Treasury Secretary Henry Paulson, should remember why the law was needed.

"We can't forget where we were five years ago," said Ann Yerger, executive director of the Council of Institutional Investors, according to Reuters. "There was a remarkable crisis of confidence ... I fear we're sort of losing touch with that period of time."

Good point.

Remember Enron? Remember WorldCom? Remember the billions of other examples of corporate shenanigans that rocked the market.

Sarbanes Oxley isn't perfect and should be fixed. Warren Buffett argues with some justification that law makes companies jump through lots of unnecessary hoops. The baby shouldn't be thrown out with the bath water. The law has done plenty of good for investors and I hope that's not forgotten by members of Congress eager to do the bidding of Wall Street.

Otherwise, we will go through this whole process all over again.


Amazon is overpriced and overspending on growth

Amazon is following a questionable path with CEO Jeff Bezos playing the Piper and investors heading toward the cliff.

For years I have been down on Amazon.com, Inc. (NASDAQ: AMZN) the stock, even though I buy things on the site perhaps once a month -- 80 percent of it books. I have never been able to accept its valuation. I like the service but can't rationalize the stock price.

It currently has a TTM (trailing twelve month) P/E (price to earnings) of 55.82, based on yesterday's close of $38.15 . Perhaps it should change its name to "Amazing.com" (which actually exists) based on its ability to convince investors that the stock is worth anything near this price.

For comparison, the P/E of Google, Inc. (NASDAQ: GOOG) is 60.55, eBay Inc. (NASDAQ:EBAY) is 43.09, Yahoo! Inc. (NASDAQ:YHOO)
is 33.29, Apple Computer, Inc. (NASDAQ:AAPL)is 35.75, Hansen Natural Corp. (NASDAQ: HANS) is 35.82 and Wal-Mart Stores, Inc. (NYSE:WMT) is 19.21.

Continue reading Amazon is overpriced and overspending on growth

The Dow is at Jan. 2000 levels, but it's still a very different world

It took nearly seven years, but during the trading day on Sept. 28, the Dow Jones industrial average briefly reached a new high of 11,725, surpassing the prior peak close of 11,723 set on Jan. 23, 2000.

Remember those days? That was during the height of the dot-com boom, when the economy was speeding ahead and technology shares were all the rage. My brother-in-law was holding CMGI, hoping for "one more double" and I was begging him to sell half and buy oil stocks instead (if only you'd listened, Bob!). I was very pregnant with my first child -- now a first grader. Time does fly.

Stocks fell for three painful years, first as the dot-com bubble burst, then Sept. 11 terrorist attacks pounded the economy, and finally, as corporate scandals like Enron and Worldcom gripped the nation. The Dow hit a low of 7,286 on Oct. 9, 2002. (a 38% decline from high).

Then, surprise, surprise, 2003 was a boom year for equities. But after that, the charts look kind of flat and bumpy on the road to Dow 11,000. I remember wondering in 2004 and 2005, would we ever get past that level? And this year, could we stay above it? Since August, however, stocks have had a very nice run up to today's close of 11,718.

What is fueling the stock buying now, my colleague Sarah Gilbert asked recently. It's certainly not obvious.

After all, the economy is slowing. The latest reading on gross domestic product came in even lower than thought. Today the Commerce Dept reported 2.6% growth in April-June, when 2.9% growth was reported as a preliminary figure a month ago. Growth in the first quarter was 5.6%.

Continue reading The Dow is at Jan. 2000 levels, but it's still a very different world

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Last updated: November 11, 2009: 05:34 AM

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