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Unaccountable UNACCOUNTABLE HOW THE ACCOUNTING PROFESSION FORFEITED A PUBLIC TRUST MIKE BREWSTER John Wiley & Sons, Inc. 00 brewster fm 1 3/14/03, 10:30 AM Black 00 brewster fm 1 3/14/03, 10:30 AM Black UNACCOUNTABLE HOW THE ACCOUNTING PROFESSION FORFEITED A PUBLIC TRUST MIKE BREWSTER John Wiley & Sons, Inc. 00 brewster fm 1 3/14/03, 10:30 AM Black Copyright © 2003 by Mike Brewster. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, 978-750-8400, fax 978-750-4470, or on the web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, 201- 748-6011, fax 201-748-6008, e-mail: [email protected]. Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. For general information on our other products and services, or technical support, please contact our Customer Care Department within the United States at 800-762-2974, outside the United States at 317-572-3993 or fax 317-572-4002. Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our web site at www.wiley.com. Library of Congress Cataloging-in-Publication Data: Brewster, Mike. Unaccountable : how the accounting profession forfeited a public trust / Mike Brewster. p. cm. ISBN 0-471-42362-9 (cloth) 1. Accounting—Moral and ethical aspects. 2. Public interest. 3. Responsibility. I. Title. HF5625.15 .B74 2003 657'.09—dc21 2002156440 Printed in the United States of America. 10 9 8 7 6 5 4 3 2 1 00 brewster fm 2 3/14/03, 10:30 AM Black For Bill, who made work fun 00 brewster fm 3 3/14/03, 10:30 AM Black iv 00 brewster fm 4 3/14/03, 10:30 AM Black THE FIRST ACCOUNTANTS ACKNOWLEDGMENTS WO GOOD FRIENDS AND COLLEAGUES, PAUL ROGERS AND BILL Schwartzman, volunteered their time to read this manu- script. Their suggestions made the book much better. T Robert Brewster, Michele Turk, and Amey Stone read parts of the manuscript and offered improvements. Many people recommended sources or otherwise smoothed the way for interviews, including Jennifer Scardino, Lanier Stone, Fran- ces Burke, Dana Hermanson, Lynn Turner, David Rogers, Denise Schmandt-Besserat, Jonathan Goldsmith, Sharon Roll, Courtney Rowe, Wayne Guay, Dwight Owsen, Will Shafer, and Seth Kaufman. I’d like to give special thanks to Jean Ashton, Bernie Crystal, and the rest of the staff at the Columbia University Rare Book and Manuscript Library. Their help with the Robert Montgomery and PricewaterhouseCoopers collections was invaluable. The staff of the Thomas J. Watson Library at Columbia University Business School were gracious and helpful beyond my expectations. My wife, Amey, not only made this book better, but also made the process fun, which was no small feat. After all, this book is about accounting. Susan Barry, my agent, provided the voice of reason exactly when needed, time and again. My thanks to Jeanne Glasser and Wiley for seeing the value in this topic. v 00 brewster fm 5 3/14/03, 10:30 AM Black ACKNOWLEDGMENTS Several excellent books about the history of accounting and au- diting greatly helped my understanding of the profession, including A History of Accountancy in the United States, by Gary John Previts and Barbara Dubis Merino; The Accounting Wars, by Mark Stevens; In the Public Interest, by Harvey Kapnick; and The Accounting Profession, Years of Trial: 1969–1980, by Wallace E. Olson. Much of the material for this book was based on approximately 45 interviews conducted between August 2002 and December 2002. All the people quoted directly, without a footnote, were interviewed by me. Several people interviewed asked not to be named or spoke to me only on background. My thanks to everyone who gave so gener- ously of his or her time. Information for this book was also gathered from primary documents, including historic accounting papers and records, congressional testimony, court filings, and annual reports. M. B. vi 00 brewster fm 6 3/14/03, 10:30 AM Black THE FIRST ACCOUNTANTS CONTENTS My Introduction to Accounting 1 CHAPTER 1 The First Accountants 21 CHAPTER 2 The Birth of an American Profession 41 CHAPTER 3 Accountants Earn a Public Trust 67 CHAPTER 4 The Quest for Growth 99 CHAPTER 5 Cracks in the Facade 123 CHAPTER 6 The End of the Audit 159 CHAPTER 7 The Fight of His Life 187 vii 00 brewster fm 7 3/14/03, 10:30 AM Black CONTENTS CHAPTER 8 Enron and the Fall of Andersen 225 CHAPTER 9 Accounting 101 255 CHAPTER 10 The Future of Accounting 281 Notes 299 Bibliography 315 Index 317 viii 00 brewster fm 8 3/14/03, 10:30 AM Black MY INTRODUCTION TO ACCOUNTING 00 brewster intro 1 3/13/03, 9:28 AM Black UNACCOUNTABLE N THE SPRING OF 1993, FRESH OUT OF COLUMBIA’S GRADUATE School of Journalism, I responded to 20 or 30 classified advertisements for corporate communications jobs ap- I pearing in the New York Times. A few days later, I re- ceived a message from a man named Bill Sand, who was “calling from Peat Marwick about the writing job.” Annoyed that Bill—obviously an incompetent lackey employed by some guy named “Pete”—hadn’t even mentioned the name of the company that he and Pete worked for, I called back and left a noncommittal message. Later that day, Bill returned my call and started to fill me in about Peat Marwick and the world of the “Big Six” accounting firms. When I was still a bit slow on the uptake about the firm’s place in the world, Bill employed an effective phrase that I, too, would use in the years ahead when con- fronted with someone who had not heard of Peat Marwick: “It’s like Price Waterhouse.” Another thing Bill said stuck in my mind: “You might not know much about accountants, but, believe it or not, the good ones are some of the smartest and hardest-working people you’ll ever meet.” At the time, I knew even less about accountants than Bill suspected. I associated accountants with just three things: (1) good penmanship; (2) Ebenezer Scrooge; and (3) Ward Cleaver, of Leave It to Beaver (okay, Ward may have been an actuary). 2 00 brewster intro 2 3/13/03, 9:28 AM Black MY INTRODUCTION TO ACCOUNTING It didn’t seem to matter to Bill that I knew little about account- ing, and he hired me after our first interview. The purpose of Bill’s small band of writers and graphic designers was to assist KPMG’s part- ners win new audit, tax, and consulting clients by writing and design- ing marketing proposals. When a Fortune 500 company decides to switch auditors or to devise a plan to pay less in taxes, it often issues a request for proposal (RFP), which lists the requirements for the job and elicits information from potential firms about their qualifications. KPMG’s partners and senior managers (senior managers are one rung below partners and are typically the hardest-working people at these firms) supplied the technical verbiage for the proposals, and Bill taught us how to edit their ungainly copy and to handle ourselves in strategy meetings with the firm’s top partners (rule number one: You should “dummy up” for about a year, until you understood what was really going on). By the time I joined Bill’s group, it had become astonishingly adept at churning out winning proposals, which typically consisted of a pleasantly over-the-top brew of shameless flattery of the client, per- sonal entreaties by the partners who so desperately wanted to win the contract, and dry accounting work plans. It was very clear that our firm was pitching to assist the client’s management team, not to act as a watchdog over them. At the time, this didn’t strike me as a conflict in any way. During my career at KPMG, if you had asked me what the job of a Big Five accountant was, I would have said: “To understand a client’s business and to help that client run its business better.” That was the primary message conveyed in these proposals—that we understood our cli- ents better than the other firms and could, therefore, better help them improve operations, pinpoint the risks facing their business, and so on.
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