Update on the Sad Case of Jamie Olis

This Chronicle story reports that former Dynegy executive Jamie Olis has been ordered to begin serving his 24-year prison sentence on May 20th for participating in an accounting scheme to disguise a $300 million loan as cash flow for Dynegy.

U.S. District Judge Sim Lake late Tuesday ordered Mr. Olis, 38 — who is married and the father of an eight month old and a soon-to-born child — to surrender May 20 at the minimum-security federal prison in Bastrop, Texas, which is just southeast of Austin.

Mr. Olis’ former Dynegy boss, Gene Shannon Foster, and former in-house accountant Helen Christine Sharkey pleaded guilty to a single count of conspiracy in connection with the same scheme for which Mr. Olis was convicted. They face no more than five years in prison and are scheduled to be sentenced in August.

During Mr. Olis’ trial, Mr. Foster testified that Sharkey, Olis, and he were among seven Dynegy employees and two outside attorneys who crafted the Project Alpha deal in April 2001 to meet financial expectations and reduce Dynegy’s taxes. None of those who Foster named — including former Dynegy finance chief Rob Doty — have been charged.

Another Enron-related plea bargain

The SEC and the Enron Criminal Task Force are preparing to bring civil and criminal charges — along with a plea bargain and a settlement — against Paula Rieker, the former corporate secretary and investor-relations executive of Enron Corp.
Government investigators consider Ms. Rieker to be a potentially strong witness against former Enron CEO Jeffrey Skilling and former Enron chief accountant, Richard Causey. Given her senior positions at Enron, she also could be helpful in the government’s continuing criminal probe of former Enron Chairman Kenneth Lay. Government investigators are focusing on Mr. Lay’s actions during the last six months of 2001 when questions began surfacing publicly about Enron’s financial condition and practices.
Over two dozen individuals have been criminally charged in the Enron Task Force’s investigation, but none of those individuals have taken a case to trial. Several have pleaded guilty to various charges and are cooperating with the continuing investigations. Among those cooperating is former Enron Chief Financial Officer Andrew Fastow, whose cooperation facilitated the indictments earlier this year of Messrs. Skilling and Causey.
The first Enron-related criminal trial — the one known as the “Nigerian Barge case” involving several mid-level former Enron executives and former Merrill Lynch executives — is currently scheduled to begin in early June in Houston before U.S. District Judge Ewing Werlein.

Milberg Weiss split consummated

This NY Times article reports on the long brewing split into two firms of the large class action plaintiffs’ firm, Milberg Weiss Bershad Hynes & Lerach. One of the firms will be led by William Lerach, based in San Diego, and will be called Lerach Coughlin Stoia & Robbins. The other firm will be led by Melvyn Weiss, based in New York, and will be called Milberg Weiss Bershad & Schulman.
Mr. Lerach s the lead counsel in the main investor multi-district securities lawsuit pending in Houston against Enron Corporation‘s banks and several former officers. Grizzled veterans of that type of litigation have speculated that Milberg Weiss split has been one of the main reasons behind the glacial progress in settlement negotations in Enron-related civil litigation.

KPMG ordered to disclose tax shelter clients

This NY Times article reports on U.S. District Judge Thomas F. Hogan’s order that KPMG turn over the names of its tax-shelter clients within 10 days pursuant to IRS summonses that were issued in 2002 (these matters take awhile to be worked out ;^)). KPMG is also the subject of a Justice Department investigation into the questionable tax shelters.
Judge Hogan’s order also noted that that opinion letters that law firm Sidley Austin Brown & Wood wrote regarding the tax shelters “appear to be nothing more than an orchestrated extension of KPMG’s marketing machine.” Moreover, Judge Hogan observed regarding KPMG that “the court has lost confidence in KPMG’s privilege log since it has been shown to be inaccurate, incomplete and even misleading regarding a very large percentage of the documents.”
Earlier posts on KPMG’s tax shelter woes may be reviewed here.

Holman Jenkins on the Google IPO

Holman Jenkins’ WSJ ($) Business World column today examines of the blather that the owners of Google are trotting out to the public to promote their upcoming intial public offering. The entire column places the context of the Google IPO in the proper context of investing in such speculative endeavors, and the following are highlights of a few of Mr. Jenkins’ insightful observations:

Google’s founders don’t want to go public, their company doesn’t need the money, but they’re going public anyway. Why? To create a “liquidity event,” an opportunity for the founders, employees and venture investors to cash out some of the wealth they’ve been working for.
Being a sucker in somebody else’s liquidity event, of course, is not the sort of invitation investors normally leap at. Yet that’s the role IPO investors frequently volunteer themselves to play. In turn, Wall Street underwriters have traditionally seen their job as setting the IPO price low enough so those who ante up will be rewarded with first-day profits when the stock trades up — not just as a bribe, but as a token of good faith.
Yes, this tradition got out of hand in the Internet bubble, when new companies tripled or quadrupled in the first day. Bankers can hardly be faulted for pricing an IPO at a level reasonably related to a company’s earnings and prospects. Blame investors: They’re the ones who behaved strangely. Nor does Google solve this problem with its much-touted auction plan, which on closer inspection is somewhat faux. The company will indeed solicit bids over the Internet but reserves the right to set a final price by the visible hand of its owners and bankers. How come? Google and its bankers fear big institutional money will stay away unless assured of a first-day pop.

And what about that dual stock provision that gives Google’s current owners’ IPO shares ten times the voting power of an ordinary share?

As the prospectus frankly states, the goal is to entrench insiders in control of the company. Cofounder Larry Page’s celebrated Buffett-like letter is devoted mainly to explaining why this favor to himself is really in the interest of you, the potential shareholder:
“Because we’ll be able to focus on the long term without worrying about short-term pressure from Wall Street.” Moralizing about the long term versus the presumably disreputable and unvirtuous short term is mostly an evasion of real issues. The stock market is perfectly capable of taking a long view — witness the share prices of firms that Google hopes to keep company with, such as Yahoo and Amazon, which enjoy huge valuations compared to current earnings precisely because the market is betting on long-term potential.

“We provide many unusual benefits for our employees, including meals free of charge, doctors and washing machines. . . . Expect us to add benefits rather than pare them down over time.” The Googlers don’t mention the $800 heated toilet seats. Investors will have to judge whether such bennies are genuine productivity builders — or whether they count as “on-the-job consumption,” one of the “private benefits of control” that academic economists traditionally regard as the motive for voting-power lockups. To translate, that’s a nice way of saying insiders are living it up at shareholder’s expense.
“Dual class structures have not harmed the share price of companies.” If there’s no cost, then why don’t all companies avail themselves of the advantages Googlers see in the dual-share structure? In fact, a recent study by Harvard’s Paul Gompers and Joy Isshi and Wharton’s Andrew Metrick finds that such companies have reduced share valuations, and invest less in R&D and advertising. The authors conclude with the suspicion that a “misalignment of incentives leads dual-class firms to invest too little, leading to lower sales growth and valuations.”
We aim to “make the world a better place” and fulfill the company motto “don’t be evil.” Nobody fails to couch his or her motives in the higher good.

So, Mr. Jenkins urges investors who are assessing the Google IPO to look past the Google blather and focus on the owners’ motive in establishing a structure to retain control. However, Mr. Jenkins concludes with this salient point:

Google is owned by its owners, and they have every right to offer an interest to the public on whatever terms suit them. Fifteen years ago, a court tossed out an SEC attempt to ban dual-share issues, and quite properly, because there’s no compelling public interest to justify such interference in the property rights of company owners.