Bottom Line Ethics

The oil slick from the Deepwater Horizon oil rig continues to grow to unimaginable dimensions in the Gulf of Mexico, as the giant multinational BP desperately tries to drill a relief well and install giant metal boxes to divert and control the oil flow. It seems almost unfair, as the Wall Street Journal noted Monday, in light of CEO Tony Hayward’s yeoman efforts to change the BP culture after the Texas City refinery explosion. In a way, the situation is a metaphor for the many and varied ethical situations that people and companies encounter.

It remains to be seen whether there is anything involved in Deepwater Horizon beyond the technical failure of equipment. But regardless of how blame is eventually apportioned, BP wants only one thing at this point, literally and figuratively. Whether it is in a valve that is a mile below the surface of the Gulf or in the media and courts, the company is desperately seeking closure.

We have seen this cyclically this spring. Last week it was Goldman Sachs testifying before Congress. It would be hard to say that they were actually testifying to Congress, because neither group seemed to actually connect with what the other one was saying. But it was clear, as it is in virtually all Congressional testimony of this nature, that the only thing Goldman Sachs wanted was to get out of there. Even though it is quite likely that they would win a civil case, and there seems little chance, barring significant revelations, that they would lose a criminal case, I would not be surprised to see a significant financial settlement to provide closure.

Tiger Woods has appeared to put things behind him faster than most, almost through sheer force of personality. But you can be confident that there are personal matters regarding his family for which he is still seeking closure. I am sure he is disappointed to lose the endorsements he has, but there is relief in having sponsors choose one way or another. At least it provides closure.

Of course, closure is not always what it is cracked up to be. Jeff Skilling, Dennis Kozlowski, and Bernie Ebbers all got closure, and sentences exceeding 20 years for their parts in Enron, Tyco, and WorldCom, respectively. Skilling is desperately seeking to undo closure in his case, and the Supreme Court has agreed to review his case on several points, including the failure to be given a change of venue.

For me, May is always a time of closure. There are two groups of students who are important to me, one of which I will never teach again, the other of which I may never see again. It is time to say goodbye, and thanks for changing me. They turn away, tack the sail into the breeze, and go away on adventures far and wide. My moment of influence is done.

I once left a school too early, something I quickly realized after arriving at my new university. It was a place where I taught students as many as six different courses, a place where, at graduation, I handed each one a letter telling them how I had seen them change during my years around them. A plaque still sits on my desk today from the juniors at that school thanking me for touching their lives. A year later I drove back 600 miles to their graduation, seeking closure that remains elusive even today.

And this year my daughter, Katie, leaves home for college. There is so much to say in these last few weeks, so much to appreciate, and remember, and embrace. It is time to come to grips with the fact that my job is largely complete. I want a checklist—did I cover everything? Is she ready? I want closure.

All our kids and grandkids will come home for her graduation, and we will spend five days at the beach in Galveston and celebrate a wonderful young woman, and the joy of being a family that is geographically spread, but with hearts knit together by love.

As I sit and look out at the Gulf and reflect on the blessing it has been to be her father, I will have something in common with BP. Good luck to them. I know a little bit of what it is to need closure.

This week’s theater of the absurd features Goldman Sachs appearing before the Senate Permanent Subcommittee on Investigations. When it comes to watching these two groups face each other, the moral high ground is an anthill.

The reason CEO Lloyd Blankfein and other Goldman employees, including the silver-tongued vice-president Fabrice Tourre, will be at the witness table is because the SEC has filed civil fraud charges over the Abacus 2007-AC1 deal. Goldman marketed the Abacus synthetic collateralized debt obligations to a bond-insurance company and a German bank, and allegedly told the bank that the bond-insurance company had selected the bonds that would be tracked. Instead, Goldman allegedly allowed John Paulson’s hedge fund to have significant input regarding what bonds were included. And Paulson’s bonds were allegedly designed to be lemons that Paulson could strategically bet against, on the other side of the transaction from the bond-insurance company and the German bank. Paulson’s hedge fund made over a billion dollars on the deal; guess who lost the billion? Oops.

I used the word “allegedly” three times in the last paragraph. This is never a good sign. It means that people who seem to have trouble telling the truth are on the loose again. One person who apparently cannot get enough of telling the truth is the above mentioned Tourre, who made a series of unfortunate comments in girlfriend e-mails, including referring to himself as “Fabulous Fab” who was “… standing in the middle of all these complex, highly leveraged, exotic trades he created without necessarily understanding all of the implications of those monstrosities!!!” In another note he indicated that he had “…managed to sell a few Abacus bonds to widows and orphans that I ran into at the airport, apparently these Belgians love synthetic ABS CDO2!!!” He also indicated that he was “[n]ot feeling too guilty about this, the real purpose of my job is to make capital markets more efficient and ultimately provide the US consumer with more efficient ways to leverage and finance himself, so there is a humble, noble and ethical reason for my job. … amazing how good I am in convincing myself!!!” I think this is why the word “ironic” made it into the dictionary.

But Goldman has managed to hit the headlines twice, thanks to allegations that a member of their board of directors, Rajat Gupta, provided inside information about Warren Buffett’s intention to invest in Goldman in September 2008. Unfortunately, the alleged beneficiary of the information was Raj Rajaratnam, Gupta’s close friend and former business partner, and head of the very successful Galleon Group hedge fund. Or at least it was successful until Rajaratnam and others were charged in the biggest insider trading probe in decades and the fund collapsed. Mr. Gupta, the former head of consultants McKinsey & Co., has not been indicted, but he will not stand for re-election as a Goldman director. Federal prosecutors in the Galleon case apparently have phone recordings of everything but Mr. Rajaratnam brushing his teeth, including conversations with Mr. Gupta.

So CEO Blankfein gets to appear before Congress and try to explain his e-mail statement that , “Of course we didn’t dodge the mortgage mess. We lost money, then made more than we lost because of shorts.” Uh huh. There are many internal e-mails discussing being on both sides of these deals. These cases are never as cut and dried as Congress wants to make it appear, and bankers are easy to demonize. And it will be helpful for Blankfein and Goldman to have Tourre to point to as a rogue employee, though this may work to Goldman’s disadvantage in the courtroom one day soon.

Apparently, Goldman Sachs is willing to provide full information. The question is whether they are providing it to people who are actually the ones who ought to get it.

I received a letter a while back from a not-for-profit that notified me that they were looking at borrowing against, or leveraging, the fundamental set of assets that allowed them to exist.  In other words, if they lost those assets because they could not make the payments, they would simply no longer be around.  They were doing so because of significant operating cash flow shortfalls that were systematic in nature.  In fact, they had invested in capital assets that they hoped would increase operating cash flows, and had since seen a dramatic downturn in their fortunes.

No matter what the plan given for rectifying this situation, donors are likely throwing their money down a rat hole.  From a business perspective, this not-for-profit is leveraging the assets they cannot afford to lose under any circumstances, a sign of desperation.  Of course, this happens frequently in business, because the large majority of business start-ups are bankrupt within a few years.  Sometimes it can actually save the business.  But there is the smell of death to it, and the vultures are usually circling within a short period of time.  This not-for-profit probably has few other assets to borrow against, so their behavior is understandable.  But when you have a choice, be careful what assets you leverage.

Though I largely try to avoid debt, there are some assets that it makes sense to leverage.  For example, as loyal Sienna owners, Toyota is willing to sell us a new Camry at 0% interest.  Since our cars have a combined 6,000,000 miles (approximately) on them, this is an attractive offer, especially if you are not bothered by the prospects of sudden acceleration.  Of course, this affects the price of the car, but assuming I can negotiate the price I want, it makes sense to leverage this asset.  If I can’t pay it back, they will come and take the car.  On the other hand, as my readers can readily attest, it would be financial suicide to take out a second mortgage on my house to syndicate this column.

The most important asset any of us have is reputation.  A reputation for truth-telling or dependability enables us to enjoy opportunities that would otherwise be unavailable to us.  There are times I leverage my reputation in order to recommend a student to an employer.  In most cases that is a low-risk decision, but there are a few students that require me to put some conditions in the recommendation so that I protect my reputation.  It is an asset I cannot afford to lose.

We read almost every day about people who have leveraged their reputation for short-term returns—in money, in romance, in success, or in fame.  They leverage their most precious asset, the asset that is their reason for existence, in order to acquire other assets that are not central to who they are, and that are likely to be fleeting.  And when they wake up on the due date for the debt, they have lost forever what allowed them to be who they are.

They are much like that not-for-profit who sent me the letter.  I wish only the best for that organization, and I am hopeful that they will be able to retain those core assets that define them.  But I have heard this song before, and they will not be getting a check from me.

If you wake up as Alan Mulally, it’s not as good as waking up as Warren Buffett, but nowadays it has to feel pretty close to it. Ford’s CEO and Automobile magazine’s 2010 Man of the Year, Mulally has shown himself to be a skilled leader, both at Boeing and at Ford. But even he knows it could have turned out very differently.

In November of 2008, he was being treated contemptuously by Congress and the media, along with Bob Nardelli of Chrysler (one of the all-time bad CEOs and worth a column of his own) and Rick Waggoner of GM, for his pay package. In the end, he really did not apologize for his salary and perks, and as is often the case, it turned out he was worth what he was making.

Mulally’s job was not an easy one. He took over his role from Bill Ford, who walked out the door scratching his head at what was apparently unsolvable slippage in the company’s fortunes. He cleaned house to the extent necessary and focused on cars the public wanted, including hybrids. He even seems to be succeeding with bringing back the Taurus. (Note: I have often told my students that the two great evils on earth are Enron and the 1995 Ford Taurus Wagon.)

But the most important thing Mulally did in his time of crisis was to state his values, and Ford’s, clearly. No bankruptcy. No bailout. We will do it ourselves, whatever it takes. Then he went out and got the financing to turn the boat. Now Ford has passed GM in unit sales. This may only be temporary, but it is psychologically empowering for his company, at the very least.

There is a moral component in these statements of self-sufficiency that resonates with the American people. They do not like sycophants like GM who take bailout money, and they do not root for incompetents like Chrysler’s Nardelli. They love to support folks who stand on their own. And they are not very fond of ethical calculators who put a price on human life. Ford learned that lesson long ago with the Pinto’s exploding gas tanks.

Not all the waters will be smooth for Alan Mulally in the days ahead. But it is entirely possible that Ford’s clearly stated values will help them solidify their gains and compete at a new level, particularly in the United States.

This is a lesson for all of us, and one I am taking to heart as I begin my Ethics class again in a few weeks. What I am interested in hearing from readers in the response area below is this: In 50 words or less, what values drive you?

Well, there goes my political career. A statement like, “Fraud is not a bad thing,” can follow you around like Gordon Gekko’s, “Greed, for lack of a better word, is good.” But as someone who prepares auditors to prevent and detect fraud, I want to make a case for why I believe fraud is a symptom of something good.

Fraud does not happen in a vacuum. Fraud can only take place when there is trust between parties, since fraud involves the intent to deceive. You cannot readily deceive someone who does not trust you. But trust is necessary for personal relationships and business relationships.

Divorce and infidelity happen, too. Infidelity involves a kind of fraud, but it is largely able to happen because spouses trust one another. If they had detectives monitoring each other 24 hours a day, it would be expensive, but you would have a lot less infidelity. There would also be a lot fewer people getting married. Divorce is not a good thing, but it is an inevitable by-product of a good thing, the long-term commitment of a trust relationship called marriage.

What has happened in the American economic marketplace has led to an environment that is exceptionally low in trust. If you want to avoid infidelity, don’t get married. If you want to avoid fraudulent loans, don’t lend money at all. The government pumped money into banks and banks would not lend it out. People were infuriated. But banks had just been excoriated for making all kinds of liar loans in a real estate bubble, and doing so had endangered their capital levels. Why start dating again so soon when you have been burned?

The market was well lubricated with trust (and had a few bad incentives mixed in), and that provided a significant opportunity for fraud. Long-term economic success will do that. But in addition to high levels of trust, people were involved in transactions they didn’t understand, like derivatives and mortgage-backed securities. When people trust and they are poorly informed about something, there is frequently someone willing to take advantage of them.

Trust is the lubricant for markets. It can only be maintained when there is a habit of truth-telling in a market, whether that market is for love or money. If everyone is lying, immense resources are consumed verifying the truth from outside sources. And when lying is revealed in the form of fraud, it takes a while to recover.

Of course, banks could do a much better job verifying income, and in some cases verifying it at all. And people could do a lot better job verifying the character of the people they marry before they marry them.

Fraud does not make me feel good, and neither does divorce. But both of them signal something positive, the existence of a trusting atmosphere based on the goodwill that derives from a habit of truth-telling. And if you don’t interfere and turn either markets or marriage into a police state, you can be pretty sure that, given freedom, people’s desire for love and money will insure healthy markets for both.

Fraud is not a good thing. But as a guy who has studied it for a long time, I have to say that, much like marriage, the risk of trusting is worth the return.