See My Revised Lawmall Website at Revised Lawmall Website
Subject to the foregoing notice that everything in this website is alleged, this website analyzes the damage done to the economy by Arthur Andersen (AA) and its accounting professionals, officers and directors (collectively the "AA Professional Staff"), and concludes that
It might be useful to know that I am a former securities attorney, Wall Street lawyer, inventor, antitrust litigator, author, and creator of this family of websites collectively referred to as www.lawmall.com, and I have an extended business background (having founded, financed and run a business for 18 years, and a law practice since 1968). For the c.v. (resume) of Attorney Carl E. Person, click on Carl Person C.V.
With this background, I see things which no insider has been heard to say. I'm not the only one who sees what is going on, but my clients and I are the only persons I know who are revealing to the public what is taking place. [See list of websites below and their contents.]
Before saying what is happening, I want to set forth some basic alleged facts which I believe are incontrovertible, and are an essential foundation for the discussion to follow these basic facts.
Discovery of something new does not take place in a vacuum. In fact, there is often nothing new. What is new, in many instances, is something which has existed for a long time but has not been recognized for what it is, because of the absence of necessary facts which would lead one to recognize what it really is.
For 30 plus years I have been working with the Robinson-Patman Act and other federal statutes regulating business, such as the Sherman Act, the Clayton Act, and the trademark, copyright and patent statutes.
Also, since 1968 I have been in business either as a self-employed lawyer and/or as the owner and C.E.O. of a business.
My lengthy experience in business as well as the regulation of business makes me fairly well qualified to draw conclusions, and I will admit that some of my conclusions below have been drawn in the year 2002, months of February and March.
The alleged facts needed to draw my conclusions are:
The national chains are given huge benefits by the various governments. The local government gives incentive payments to the developer and chains, including special tax breaks; they provide free upgrading of roads and utilities needed for the new retailing area, and happily rezone old neighborhoods out of existence; the state and federal governments provide badly needed assistance to many who work for the chains (at minimum wage with short work-weeks for no overtime pay or benefits) in the form of food stamps, Medicaid and other social benefits. See my website on how these big-business subsidies are doled out as fraudulent "job development" programs, which do not create jobs, but instead steal jobs from deserving communities through payments directly to the employer, at Job-Theft Website including Complaint [case withdrawn in 9/01 without prejudice].
I might want to add a few things to the above list of facts known to me as well as anything can be known, but I think I've made my point, and I'm going to move on.
Arthur Andersen has been entrusted by the nation to use its professional knowledge and duty to peek behind closed doors, locked safes and Swiss bank accounts to find and report violations of law, in order to ensure that the companies whose financial statements are being "audited" (i.e., professionally approved as in conformity with generally accepted accounting principles or "GAAP") have complied with all laws, and to change unlawful practices before they go far, or to report material deviations from GAAP in their reports to enable creditors, lenders, investors, banks, the IRS, shareholders, bondholders, employees, unions, competitors, suppliers, prospective employees and suppliers and others to evaluate the company's performance against competitors, with the auditor's assurance that the companies are playing on a level playing field (i.e., abiding by all relevant laws and GAAP), so that one company's apparent superior performance, one would conclude, was justified by sharp business acumen, not cheating and stealing.
The stakes are so high for client insiders that cheating may be the only way to win, for a period of time until the cheating is detected and punished. But cheaters know that they get to keep the money, usually, and seldom spend any time in prison, because prison is increasingly where comparatively innocent persons are parked, with the obvious effect of preventing them (while in jail) from competing with the real crooks for business or employment opportunities.
The great fortunes of the world we know (or think we know) have been based on continual violation of law, with the fortunes being amassed before persons having any authority found out about the violations or found it in their best interests to ignore what they knew about the violations.
During the past 20 years or so, there has been a great concentration on meeting numbers (i.e., with public corporations being under enormous pressure by financial analysts and the financial press to predict sales and profits, and to do better than their predictions, to enable the stock prices to rise faster than would otherwise occur, and to enable sophisticated gambling to take place for the profit of everyone but the public investors.
A corporate president who is hired to lead a public company has no significant investment in the company. The original founder cashed out and is doing something else, such as running for office or buying a baseball team or television network or movie studio.
The C.E.O./Chairman ("CEO") is in a position to dole out money to his/her friends, and surrounds himself/herself with highly-paid people who are supportive of the CEO's wishes to be paid $10 million to perhaps $100 million per year or more, and facilitate this by voting in favor of liberal compensation packages for all of the top officials (the new insiders). Few officers in major public companies have any of their own money invested for the long term in their own enterprises, having been given stock options at low rices and free "incentive" bonuses of stock. Thus, the CEO has to take what he can get for as long as he/she can get it, which means take it now because tomorrow may be another Enron Day, especially when the competitor has a known advantage which cannot be overcome (such as Wal-Mart's advantage over Kmart, Venture, Target and every other company selling in competition with Wal-Mart).
The way the CEO (and coterie of insiders) take it now, as we have seen with Enron, is to pump up the stock by transactions which in yesteryear would be obvious jail-time transactions, but with today's permissiveness and cozy relationship with their friendly consultants (who are getting insider benefits as consultants), the consultants when donning their auditor caps find no fault with the system by which they are getting excessive compensation showing the client how to hide the facts and break the law through their consulting role.
Even if everyone knows (as in some major corporations) that the corporation can't compete against the market leader in the long run, and that the investors are going to lose their money, the company insiders take pains to disquise those facts and secure for themselves as much benefit as possible while there is still time, and hope to become employed by one of the surviving companies in the industry for another round of "riding a company down its predictable path of succumbing to Wal-Mart. Thus, these insiders of all categories (consultant, accountant and other professionals, CEO, other top officers) have to get as much as they can now, because the company (if it isn't Wal-Mart) is going to die anyway. Enron is a similar situation. The insiders knew that with the way it was structured to do business it never had a chance to survive.
Perhaps compensation to an executive should be based on the amount of U.S. taxes paid. As an aside, I have written in my lawmall website that Congressmen/women should be paid a percentage of the real growth in the economy (if we can figure out a way to make appropriate measurements, without political skewing). It would be cheaper to divide up a $5 billion bonus in one year among 535 Congresspersons (which would mean about $9,350,000 per person) than to encourage these Congressmen to sell out the country (at a cost of a trillion dollars or so) for the price of running for office every two or six years. The $9,350,000 is more than enough for these persons to finance their own relection without depending on contributions in exchange for voting services and theft of tax money, usually.
It seems astonishingly clear to any outsider that the once-revered accounting industry has fallen fictim to greedy insiders who seem only too willing to protect their own interests while sacrificing those of the small investors of the company they are paid to audit. An "audit" is an "official examination of accounts with verification by reference to witness and vouchers" -- and was originally a judicial hearing of complaints. One can hardly serve as both defendant and judge, yet the arrangement of having the same auditor as a paid business advisor (on how to violate the law and get away with it) -- heavily dependent upon the income from the consulting and violation of law -- is so obviously flawed ethically as to be an industry-wide joke often coming to mind while the AA partners are depositing their weekly paycheck of an average of $10,000.
Arthur Andersen was privy to everything which went on in each of the corporations it audited. It had the right and duty to investigate matters, and it even had information from other clients which would enable AA to determine that its clients were violating various laws.
The overpaid relationship with its clients (with each of 1,700 AA partners earning an average of more than $500,000 per year, or $10,000 per week, or $323 per hour) ensured that AA would not blow the whistle on its clients, and made AA work hard at hiding the truth from the public, and so that it would be difficult to prove what AA actually knew.
We do know, however, that AA was paid to know everything, and (now claims) that it failed to learn what it was paid to learn.
I'm not going to focus on all laws which were broken by AA's clients because there is no need to go that far. In fact, let's assume that no laws at all were broken by AA's clients except the Robinson-Patman Act, which prohibits price discrimination, where a manufacturer or other supplier charges two competing businesses different per-unit prices for the same goods, of the same quality, in the same quantity, at the same time, in interstate commerce, for a substantial period of time, where there is competitive injury, and where the difference in price is not cost justified, or to meet competition, or a justified functional discount (paid to perform a service for the manufacturer or supplier).
The truth has finally come out. Starting in 1981 (the year of Ronald Reagan's inauguration), and by 1985 (while Reagan was still reigning with his philosophy that business should not be regulated), some chains started demanding and getting rebates from manufacturers which were not given to competitors, and the chains getting these unawful rebates grew, and grew, and grew in size, whereas the chains which abided by the law and did not demand or receive these unlawful rebates started losing ground.
Major U.S. retail institutions went out of business or in bankruptcy, such as Montgomery Ward, J.C. Penney, Jamesway, Ames, Lechters, Woolworth, Kmart, and others are teetering right now, afraid to admit that they can't compete in price with Wal-Mart.
If you can't compete in price in America, you can't compete. Oh, yes, you can set up a free movie and free coffee/soda/beer and attract a few freeloaders, who will no longer patronize your store as soon as you stop giving them freebies.
I have described the effect of one retailer getting a 10% compound return on its $10,000,000 starting investment, in comparison with a competitor getting a 20% compound return on its $10,000,000 starting investment, over a 30-year period. The 20% competitor has a company 13.5 times the size of the 10% company. See text under heading "The Probable Origin of the DNA Code - Wal-Mart - in 1981" at BookCase Website - Compounding Effect of 10% Advantage
This is the simple fact of what is happening in the U.S. today. The companies which are violating the RPA are growing exceedingly fast, and taking market share and investment value (at least what is not being stolen by the insiders) from the disadvantaged competitors.
Arthur Andersen was there for this whole period (not necessarily as auditor for Wal-Mart, but having various clients either supplying Wal-Mart (which is something most major manufacturers seem to be doing) or competing with Wal-Mart and engaging in similar RPA-related practices.
AA has been in a position since 1981 to see that there have been ongoing violations of the RPA, but has not done anything to stop them, or at least to report them in footnotes to the financial statements, or to indicate the size of the violations and the liability which these companies had at the time of the financial statements for violation of the RPA, including treble damages and attorneys' fees.
Arthur Andersen did an excellent job in hiding the truth from investors and smaller competitors for more than 20 years, and was well paid in the process. AA's performance enabled it to get more than it was worth (if doing an honest job), and AA took this money and paid more to its Professional Staff than they were worth to do the job and keep quiet about what they were doing.
Now the Professional Staff is complaining that the gravy train is unfairly coming to an end, and that somehow somebody should continue to pay them and permit them to do what has caused Enron and others, including AA, to go under (or threaten to go under).
My feeling is that they should go out and get a job in a mid-size accounting firm which lost business to AA (because of the unjustified expansion of AA's clients through violations of the RPA and related acquisitions of companies which were financially weakened as a result, which cost the mid-tier accounting firms a loss of business, forcing them to pay a lower rate for accounting professionals than AA was able to pay with its special arrangements.
I invite you to look at these related websites:
What is needed in this country is a return to enforcement of law, particularly the Robinson-Patman Act. This is so especially because there is no significant enforcement of the Sherman Act and Clayton Act, and the RPA will have to be a surrogate statute to accomplish some of the objectives of the other, non-enforced antitrust statutes.
Carl E. Person, Editor, LawMall, email@example.com