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Course Title:Business 350: Corporate Misbehaviour

Prerequisite: None

Credits:  3

Corporate Misbehavior 350 is a course designed to introduce the Business School student of Right Sarcasm University to the dirty and corrupt underside of contemporary corporate America. Much has been written in the press about Worldcom, Enron, Tyco, and high paid CEOs over the last few years, much of that seems to have a political slant to it as well: students likely have heard of the relationship President Bush had with "Kenny Boy" Ken Lay. This course will introduce the reality behind the shady practices of these corporations behaving badly, and will also lay the ground work for understanding the legalities of corporate financing and how that is all being affected by some of these massive scandals.

The biggest corporate scandal of the late 20th/early 21st is without a doubt the fall of Enron. One could probably argue, if one were an expert in such affairs, that the fall of Enron was one of a handful of greatest scandals of all time. Billions in dollars lost, thousand of investors robbed, retirement plans wrecked, and an energy crisis in California. This scandal is so large and so complicated, that even experts in finance have trouble understanding it all.

Some of the names you'll come across: Ken Lay, Jeff Skilling, Rebecca Mark, Andy Fastow, Clifford Baxter and Arthur Andersen. Certainly not the complete list, but a starting point.

This account, by Fortune journalist Bethany Mclean & Peter Elkind is perhaps the best account of what happened among many books that have been written. Indeed, Mclean was the first to question the financing of Enron on the pages of Fortune well before the climatic crash.

This account is both a financial investigative work and a human condition exploration for no story of the fall of Enron could be considered complete without an exhaustive look at the people themselves who ran the company. Was the extremely learned Ken Lay ignorant of the deals his CFO made? What drove Skilling to create such complicated schemes to mask the profitability of the company? Why didn't Arthur Andersen blow the whistle years ago?

The story of Enron will haunt corporate America for sometime to come, the reading of The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron, while not a tranquil endeavor, is a must to understanding the changes in corporate America and what happened and happens in the reckless executive offices of corporate America.

Some scandals, like that at Enron, are very complicated affairs. Those scandals can involve many layers of fraud and deceit, and even confuse the most learned of financial accountants. Indeed, the scandal at Enron took down big accounting house Arthur Andersen.

Other scandals aren't so intricate. Take Worldcom for example. The deceit at the giant telecommunications company was nothing more than line entries in the books, cooking the books as they say. In the end though, this was enough to affect the largest bankruptcy in corporate American history. Considering how devastating Enron was to shareholders, retirees, and energy users in California, Worldcom being the largest bankruptcy is quite a feat.

This story by Lynne W. Jete isn't written so only the MBA's among us could understand what happened. It also is not the complete story of Worldcom, formerly MCI. This story is more of a human nature story, its strength is in the telling of CEO Bernie Ebbers' rise to the top of the telecom world, from his days as a motel owner. Its also the story of Scott Sullivan, the CFO, the man with the pencil and eraser. Disconnected: Deceit and Betrayal at WorldCom ends at the crash of the giant company, so if you're looking for the ending, you won't find it here, but this is a good read, and a quick read, from the lady who was in Mississippi, home of Worldcom, covering the company since the days it was called LDDS.

While researching material for this course, I came across Dirty Rotten CEOs: How Business Leaders Are Fleecing America. What I was looking for was a book on the fall of L. Dennis Kozlowski of Tyco International, a notoriously greedy and corrupt CEO. What I found was this book about quite a few corporate CEOs. Many of them extravagantly compensated and not shy about working the accounting and Wall Street worlds to their own advantage.

William G. Flanagan is the author who does a tremendous job of writing a stirring and smooth account of these CEO's, there wily ways, and his proposals to clean up the system.

One of those well argued proposals for transparency and improvement is the elimination of the dividend tax. A notion that President Bush pushed through congress in his first term, but was met with much criticism from well-intended, but ill-informed Americans. In this book, you'll get a great reason why this is a good idea, and one which recent economic trends confirm.

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