Re:Balance -- Jim Peterson

Market Concentration of the Big Four Audit Firms: The Feasibility of a Suggested Trade -- Divestiture for Liability Limitations

“No such thing as a failed experiment …. only experiments with unexpected outcomes.”-- American engineer-architect R. Buckminster Fuller

 Is the Big Four’s concentrated control of large company audits a real problem? Persistent voices of concern and attention extend back at least to the 2006 study for the Financial Reporting Counsel (here), recently joined by global leadership of BDO and Grants (here and here).

If so, is there a credible case to incentivize their exchange of market dominance for liability limitations?

Those issues were addressed this month in a paper from the American Antitrust Institute – here. In an all-too-rare burst of clarity, the AAI forthrightly recognizes that:

With pending claims totaling billions of dollars, the Big 4 audit firms face serious threats to their survival…. (L)iability exposure substantially exceeds the combined partner capital of the Big 4 firms… (They) contend that liability limits are necessary to prevent the loss of another Big 4 firm, which would throw the global financial system into chaos. (footnotes omitted)   

The AAI’s suggestion would be a legislated trade-off: “government incentives to break up the Big 4 into smaller, more competitive firms” – namely, a liability cap conditioned on a firm divesting itself of, say, 20% of its domestic revenue and the personnel serving the surrendered clients.

Can’t work – because of the many problems with the underlying but unachievable assumptions. 

But before getting there -- the AAI deserves credit at least for recognizing the completeness of the Big Four’s market dominance – auditing “nearly all of the world’s public companies with annual sales over $250 million” (emphasis in original) – with even tighter limitations on auditor choice in such industries as metals and mining, energy, air transportation and financial services.

Start with the political unacceptability of liability capping at a level that can assure Big Four survival. I have spelled out before (here) the financial limits of the large firms’ private partnership structure and their membrane-thin working capital, under which they cannot withstand litigation shocks above the $1 - $2 billion range – a tiny fraction (by either amount or percentage) of the exposures in their pending lawsuit inventory.

As the AAI paper summarizes, critics of liability protection point to the firms’ average litigation payouts, as a percentage of revenues and as compared to the far larger total of alleged damages. They fail to recognize – as do the arguments for capping from the profession itself -- that averages are meaningless when the “outlier” of a single verdict, falling outside the misleading comfort zone of a bell-curve model, could and would be devastating.   

So: because American politics offers no cover for protection at those levels, that side of the proposed AAI bargain is no solution. What of the other side -- the plausibility of large-scale competitors emerging from the suggested divestiture program? The facts dictate otherwise.

First, an abundance of small practices already exist. Why they have not coalesced into global-scale practices is a long-familiar story of limited geographic scope, expertise, risk appetite and readiness to invest.

Second, the smaller sector does not inspire confidence in its strength or capacity for quality growth to global scale. Of the largest, BDO’s Seidman firm in the US is on a deathwatch, facing the post-appeal enforceability of its $521 million jury verdict in Miami. Grant Thornton – not yet fully disengaged from the Refco matter in which lawyer Joe Collins just received a seven-year prison sentence – now faces the fall-out of being fired by Koss, its public but family-dominated Milwaukee client, whose CFO managed for years to steal amounts in excess of the company’s total net revenue (on which, to read Francine McKenna in unusually high dudgeon, see Re:The Auditors.)

Third, as a practical matter, how would global-scale competition emerge? If a Big Four firm were to hive off a small geography-based practice, that newcomer would suffer handicaps of capacity and expertise no different that those of the current smaller firms.  If a large firm were to shed an entire industry practice, no new competition is added to serve that industry. And if instead, it were to divide a viable large-scale practice, then each of the two sub-practices would be burdened with shortages of expertise, personnel and the capital strength necessary to build to scale and withstand their risks.

In summary, the AAI’s aspirations fall victim yet again to the Nirvana Fallacy – the defect in logic I described (here) in the comparison of a failing situation against an idealized state, without recognizing that the assumed achievement is impossible under real-world limits, flaws and constraints.

The large firms grew that way for service-based reasons. And dreams of expanding the population of pygmies do not, sadly, increase the likelihood of evolving a giant.

At bottom, the AAI’s most seriously under-examined assumption is that the “catastrophic” disintegration of another Big Four firm “would throw the global financial system into chaos.”

Why so? To the contrary, if the now-standard auditors’ report were suddenly not to be obtainable from any source, who would miss it?

Regulators and politicians would have convulsions, to be sure. But as the financial crisis itself has shown, that is daily practice for office-holders in the hermetic confines of Washington and London and Brussels.  

Should the stock exchanges be closed, if a Big Four failure meant that one-quarter of the large listed companies lacked an audit report? Could those companies’ securities be barred from trading? Unthinkable. Out where capital really flows and trade is actually engaged, the world’s markets would shrug, start the process of designing new forms of assurance from a blank page, and move on.

And the splintered pieces of the former Big Four would provide ample building blocks for a new assurance structure – without, pace the AAI, any need or use for the unintended and unpredictable hazards of another failed experiment.

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Auditors Missing in the Financial Crisis -- Readers Offer their Thoughts

To greet the new year, instead of a backwards look at a dreary 2009, this will revisit last month’s lively exchange, initiated by Francine McKenna’s provocative post of December 7, “They Weren’t There: Auditors and the Financial Crisis.” My response of December 13 is here, and hers of the 14^th is here.

Highly compressed, the gist of our mutual concern is, as Francine put it, “the auditors’ failure to be a force either before, during, or after the financial crisis.” The depressing explanation, said I, is that “their core product has long since been judged irrelevant. The standard auditor’s report is an anachronism – having lost any value it may once have had, except for legally-required compliance.”

Our invitation to a conversation drew forth an exceptional level of reader interest and a cascade of comments. They ranged from the acute and perceptive to the callow and credulous – but all were seriously intended and deserve broader exposure and responses.

So picking a sample of some half dozen, and inviting the discussion to continue: 

PF noted to Francine that “the idea has been floated of having each exchange traded company purchase insurance against the financial impact of future restatements or fraud, but for that to work you would merely replace the auditors with the insurance industry, who would need to do their own “audits” before they would agree to underwrite such large risks.”

And David wrote similarly, that, “maybe each firm performing audits should have to put up a bond that would be available to creditors in the event of malpractice lawsuits. Let’s say that bond was equal to at least two years of the firm’s audit revenues. … You could even have an experience rate type of adjustment….”

Sorry – we've been there. If feasible, the idea of outside sureties would already be in place by now (here). The marketplace reality is that the insurance industry – which suffered massive losses on its coverage of the accountants during the savings & loan debacle of the 1980’s – learned enough to avoid a repetition.

It’s not just that the Big Four tetrapoly fail the essential tests of insurability, although they do – because of sector concentration, unpredictability of losses and inability to quantify exposures. It’s also that if any such “super-audits” actually existed, the auditors would surely be performing them already. The sad fact, instead, is that the poor profession is operating today to the best of its unfortunately limited capability.

On user expectations, Robert accurately observed that, “an audit is supposed to provide reasonable assurance, not absolute. An audit firm has many engagement teams…some good…some bad. The whole system can’t be vilified because of isolated events.”

“Vilified” – perhaps not. But it is precisely the isolated events – highly-consequential and destructive as they can be – that will bring down another large firm.

On this there are two points: First, because the accounting profession lacks an effective forum by which to scrutinize and learn from its failures and short-comings, it has been unable to avoid repeating the same performance deficiencies from one generation to the next. It's a failure in historical perspective, to miss the instructive comparisons between Parmalat, say, and Equity Funding – or between Satyam and ZZZBest.

Second, the community of financial statement users is unimpressed by the profession’s proclamations of its successes. Virtue is not preserved by an accumulated preponderance of generally good behavior – rather, it is dissipated and lost altogether by individually corrosive, culpable acts. For most of their life spans, John Edwards and Tiger Woods were credibly decent – as were Jimmy Cayne and Dick Fuld and even Conrad Black and Bernie Ebbers -- except for certain nasty instances when they were not.   

I had this note from JD: “The auditors were there and just got it wrong. They will feel the pain from this trying to defend the lawsuits. Whether they can be successfully sued is another matter. If one or more big firms fail as a result then so be it. In the long run there are enough other audit firms who will eventually step up.”

The problem is the last sentence. Under the large firms' presently dysfunctional model of litigation exposure, independence constraints, limited capital and concentration of resources and expertise, it is just not the case that alternative providers might emerge to replace a failed Big Four firm. That discussion can be expanded at greater length, and has been, but the only answer is "no way."

Francine had this interesting proposition from TT:  “the first firm to focus on quality, and to deploy and consistently follow standards that enforce quality regardless of other factors and metrics, will rise above the others. … But the sad fact is right now that the clients don’t perceive any differences between the firms, and it would take a significant difference to catch the clients’ attention.”

The standard audit report now being an undifferentiated commodity, TT’s point was answered by Geoff, who wrote that, “From 1933 until now, there hasn’t really been a evaluation of the core assumptions around audited financials. The requirements have evolved and become more detailed, stringent, as we go through the motions of continually fighting the last war. Add to it the institutionalization of the main players (audit firms, regulators, accounting designation self-regulatory bodies), and it’s easy to see how we’ve lost the plot.”

To conclude, the widespread inchoate desire for “something better” resounds in Esa’s plaintive note:

If you know of a better model that allows us to hold someone responsible for unforeseen future events, I’m all ears but that’s not a job I want.

A lot of people think the model is relevant though it certainly has flaws. The SEC, institutional investors, financial analysts, etc. all think the model requires tweaking but none suggest wholesale changes.

If fact, I haven’t heard anyone propose something that even comes close to a reasonable alternative that is actually feasible. If you have ideas on that front, please share them.

That’s an echo of the call from Francine and me. Progress will come neither from the self-interested parties' reticence to “suggest wholesale changes,” nor their continued pointing of fingers and weapons. Instead, as a first step at least, let the wide-open conversation continue.

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Previewing 2010 -- And a Note of Thanks

As the old year winds down to the winter solstice and all those rituals by which we mark the holiday season, a brief look ahead.

Depending on reckoning, the New Year will either end an old decade or begin the next one. Whichever, here are a few events that will feature in 2010 among the on-going challenges to the global structure of large-company assurance:

• The Supreme Court in the US may well declare the PCAOB to have been illegally constituted (here or here). If so, predictable spasms of re-enactment and ratification by the SEC cannot successfully encompass such issues as the viability of pending investigations, the legitimacy of past inspection reports, or the need to re-register all the foreign accounting firms.

In the context of those issues of contention, the legislative mischief to be wrought by a Congress offered a blank page on which to re-debate the Sarbanes/Oxley law can scarcely be imagined.

• The fits and starts of accounting standards convergence will have no more traction than a pig on roller skates. The announced retirement of Sir David Tweedie as head of the IASB (here) will take one prickly personality off-stage, but will not solve the antagonisms among competing country and industry level interests. And as the scope of complexity and judgments within both GAAP and IFRS figure to be as significant as those between reporting systems, the achievability of comparability and comprehension will remain as elusive as ever. 

• Attempts to impose liability on the large accounting firms’ international structures will continue apace. The success of BDO International in confining the Bankest verdict in Miami to the Seidman firm alone (here) means that if that $521 million exposure becomes enforceable, BDO may need to find a new US member firm – a tactic painful enough for that organization but which none of the Big Four could achieve under like conditions.

Flashpoints for structural threats will include the Madoff-related feeder funds litigations, concentrated in the US but also spread around the world, and PwC’s exposure on Satyam.  And with PwC’s Indian partners on Satyam about to observe their first full year of local imprisonment, that network's attempts to extract itself from class action exposure in the American court system (here) raise the interesting question whether submission to Indian justice is really a preferred strategy.

• Tempting as it might be to be lured into the speculation about identifying which of the Big Four firm is most likely to disintegrate under the combined pressures of litigation and government threat, in 2010 or otherwise (here), I will decline – since the determining factor is the unpredictable timing of the cases themselves. Specify the judges’ scheduled trial dates for the 25 biggest cases hanging in Damoclean fashion over the large firms – and only then would I be able to offer a view.

• More broadly, strategic decision makers in the world of financial information will continue to confront the volatility of government conduct – an under-recognized factor in their overall risk assessment methodologies.
  

The reactive nature of public officials has been marked in recent years by an ad hoc cascade of unpredictable and unintended consequences – ranging in scope and scale from the back-of-envelope bank bail-out schemes to the bonus supertax in the United Kingdom to the first-ever invention in Dubai of a default-driven debt reorganization scheme of uncertain application or reliability.

So life in the forthcoming year will not be boring. 

Meanwhile, in this space, Re:Balance observes its second birthday. Launched in January 2008, this venture was the evolution from “Balance Sheet,” the column I had the six-year privilege and good fortune to write for the International Herald Tribune.

The challenges have been fascinating, starting with the anxiety-inducing migration from old-style print. No less than the accounting firms, the IHT itself -- like the other newspapers -- pursues its fading struggle in search of a sustainable niche business model. While in the world of rapidly mutating media platforms, the near-term impact of the likes of Twitter, Facebook and Kindle will continue at a dizzying pace to re-define the information landscape.  

It has been most gratifying over these two years, both to participate in community with an expanding group of smart and incisive commentators, and to experience steady growth in readership and especially in subscribers.

For these opportunities, I thank you all for your interest, your insights and your inputs.

Merry Christmas -- best holiday wishes -- and a healthy, peaceful and prosperous New Year to all. 

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Invitation to a Conversation: If the Auditors Were Missing from the Financial Crisis -- Let's Ask Why

 

Last night I saw upon the stair

A little man who wasn’t there

He wasn’t there again today

Oh, how I wish he’d go away

 -- Hughes Mearns, 1899

 An under-appreciated power of the bloggers is the capacity for a two-way conversation, right out in full public view.

 That was my reaction, anyway, to Francine McKenna’s December 7 post, “They Weren’t There: Auditors and the Financial Crisis” – the gist of which is that the Big Four firms, who audited every one of the institutions complicit in the financial crisis, have been absent not only from visible influence on the catastrophe, but also from the post-mortem recriminations and accountability.

 Any regular reader here should also be subscribing to Re:The Auditors, where Francine airs a central theme:

“The auditors should have been there, as a last stop, where the buck should have stopped, as gatekeepers, watchdogs, advocates, and the last bastion of standards and expected values shareholders can look to.”

Here – in response to the always tart-tongued Francine -- is why the auditors weren’t there:

The simple if depressing reason is that their core product has long since been judged irrelevant. The standard auditor’s report is an anachronism -- having lost any value it may once have had, except for legally-required compliance (here). 

If that single page disappeared from corporate annual reports, no honest user of financial information would admit to missing it. Nor, offered the choice, would any rational CFO pay the fees to obtain it.

There is plenty of assurance that users would value and pay for – that much is clear from the debates about the largely unrealized usefulness of reports on governance, sustainability and intangible assets outside the scope of historical cost-based reporting (for specifics, this column of mine goes back to April 2006).

But not in the current liability environment, where the large accounting firms are captive to their business model and paralyzed from innovation by their twinned lack of vision and influence.

On the other side, the regulators’ mantra that “audits are essential” is no more than the unexamined and self-reflexive assumption that audit reports will simply and always be there – like air or water or electricity. Whereas, if another fragile Big Four firm does trip into disintegration, nothing within the capacity of any regulator on earth will be able to put the shattered networks back together again, or compel the delivery of audits when there is nobody left to perform them.

If there is to be an adult conversation around this issue -- and along with Francine, there are real participants -- for general examples, Tom Selling's stimulating Accounting Onion, Dennis Howlett's acerbic AccMan, or Richard Murphy's Tax Research UK -- there are at least three other chapters to be aired, at whatever length is needed for credibility:

First, it is past time to put final closure to the talk of unachievable structural “solutions” to the Big Four’s complete dominance of large-company global audits. None of these can happen – as sketched out here – whether it be growth to competitive scale of a Five or Six, break-ups to restore a new but even further weakened Eight, mandatory rotation, new insurance or outside capital, liability limitations, or government take-over of the entire function.

Second, the financial structure of the private Big Four partnerships must be recognized as too weak and limited to sustain their current exposure -- here. Unlike the banks, their franchise is not “too big to fail” – the question is whether there is a better cliché than “too weak to survive.”

Finally, as a message to the Big Four leadership who have no choice but to get out in front, the private sector must acknowledge that no help will be forthcoming from government. Legislators – whose essential DNA bars them from any activity other than belated over-reaction – cannot be counted on for anything other than interference (here).

Worse, coordinated regulatory strategies are impossible at the global level – witness the floundering over GAAP / IFRS convergence as a simple example – while in the United States, a populist-oriented administration is not about to provide relief to a white-collar profession perceived to be overpaid and under-performing.

So there is no falling back upon the fallacious assumption that “’they’ won’t let another firm fail.” There is no “they” – no regulator or politician with the vision, interest or authority to prevent a debacle.

Francine’s massive army of readers is a potential force to be reckoned with – and has plenty at stake, whether as practitioners with careers-at-risk or users in search of better quality financial information. 

With their engagement, the evolution to a sustainable, achievable new model of reporting and assurance is possible – however unlikely, absent real commitment to a fresh and holistic approach.

But the dialog has to move beyond whiny finger-pointing, and the simplistic recitation of unrealistic “solutions.

And the sooner, the better.  

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Sheep Dogs and Stewardship -- Why Groom the Next Generation?

Reader reaction indicates that I touched a sensitive subject, when I suggested on November 10 – here – that there was a mis-alignment in the compensation models of the large accounting firms, who distribute immediate profits to their current partners while the potentially devastating impact of related litigation takes years to befall the succeeding generations.

Which suggests the broader personnel picture and the range of attitudes and strategies involved in obtaining, maintaining and retaining the staff necessary for an enterprise to thrive and survive.

Among the large accounting firms, the topic of cut-backs, lay-offs and treatment of subordinates is under-reported but acutely felt – scrutinized by the bloggers and their exploding audiences (see Re:TheAuditors and Going Concern), if mainly ignored by the mainstream media.  

As a way to measure corporate management’s behavior in the areas of governance, incentives and sustainability, consider a couple I know well, who in their “retirement“ are ranchers in southwestern Oregon. They tend the largest flock of Soay sheep in America – one of the oldest domesticated breeds known to human history – for which they have the indispensable aid of one spry border collie and a quartet of massive Anatolian sheep dogs.

This fall, as they do every other year, they made a two-day round trip to fetch a new puppy from their specialized breeder – bringing home an already formidable bundle of energy, who will quickly grow to 125 pounds and demand enormous quantities of both food and training. 

With a quarter-ton of canine appetites already deployed around their pastures, why do they add this burden to their back-bending task of hauling dog food by the truckload of hundred-weight sacks?

Because eagles and coyotes find special allure in the scent of baby lambs, and predators are kept at bay only by the imposing presence of a four-footed guard force on 24/7 postings at their fences.

The demands on the recruiting directors of the banks and law firms and accountants are not different. They manage their personnel pipelines because, as a senior Big Four partner put it in a moment of candor, “the only reason we hire new staff is so we can re-stock our need for managers.”

There is a crucial difference. An Anatolian has an average ten-year life span. And when the inevitabilities of age or accident claim one of their veterans, the ranchers cannot just drop into the nearest Pups-R-Us and charge a replacement to their Amex card. “Staff maintenance” is not just a slogan, when safe-guarding the inventory is quite literally a matter of life and death. 

But whereas it takes about the same length of time to train a sheep dog as it does to convert a university graduate into a decent staff accountant or associate lawyer, there are a whole lot more of the latter on supply, and the sources are numerous and diverse.

I’ve largely been of the view that the world’s anxious regulators should resist intrusion into corporate hiring and compensation structures – there being almost nothing in fragile and volatile business environments that cannot be further distorted or broken by the tinkering of an over-eager bureaucrat.

But all interested parties – employees and shareholders and, yes, the public overseers of taxpayers’ bail-out funds – should at least evaluate whether a company’s bonus arrangements and staffing strategies extend over the length of a business cycle or are focused only on this year or this quarter.

How else could anyone assess the credibility of pious recitals about the importance of preserving and maintaining morale, tenure and talent? 

So it is not a cynical observation that – unlike the coddled shepherd puppy whose specialization makes him uniquely difficult to replace – rookies in the professional services firms should both sign up and stay on with the open-eyed expectation that their tenure is likely to be limited.

A strategic suggestion for the realistic perspective of both new hires and young partners at the large firms, then, is that all concerned should investigate and share a common understanding -- whether promotion and retention prospects and decisions will be made over time spans of the length used by a careful shepherd.

Well and good, if so.

And if not, there are always greener pastures.

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The Big Four Accountants and the Specter Bill to Reverse "Stoneridge": Please Don't Throw Me in that Briar Patch!

Because “dumbed down” education is a poor trade-off for political correctness, it is unfortunate that the Uncle Remus stories no longer flow through children’s literature into popular culture.

A favorite from my childhood involved the wily Br’er Rabbit, who was caught up by Br’er Fox’s tar baby, but duped his nemesis by imploring, “Please, don’t throw me in that briar patch.”

Even though my father’s rural twang made strange work of the concocted plantation dialect of Joel Chandler Harris and his 1880’s adaptation of African-American folktales, the didactic moral in the rabbit’s witty strategy was clear – the briar patch was where escape and safety lay.

It’s the same today for the large accounting firms in the United States, who confront a dilemma in the legislation proposed by Senator Arlen Specter (D-Pa.) to overturn the January 2008 decision of the Supreme Court in the Stoneridge case (here), so as to broaden and extend civil liability claims against gate-keepers and other secondary actors for violation of the American securities laws. (For a very nice and concise summary, see Kevin LaCroix’s D&O Diary.) 

The auditors’ position is particular. Despite blizzards of careless commentary, their litigation risk in the classic big-ticket shareholder actions was unaffected by Stoneridge, since the public availability of their reports distinguished them from the equally essential but backroom roles of the bankers and the lawyers -- for whom the Specter proposal offers a clear and present threat of massive new liability.

So the lobbying will be focused and furious. But like Br’er Rabbit, if the auditors are well advised they will recognize the opportunity that lies in amendments suggested by Columbia Law Professor John Coffee (here) – offering the auditors a briar patch within which they might at last find relief for their threatened survival.

As a bone to the considerable influence of the lobbies of potential new defendants, Br’er Coffee suggests liability limits for secondary actors – a concept that for the auditors is essential (if not sufficient – see here) if they are to attain survivability in the face of their over-hanging and potentially ruinous litigation exposures.

Not that Professor Coffee has his dollar formula remotely within politically achievable limits. With the recent generation of schemes and corporate failures measuring well into the hundreds of billions, investor representatives will rail that damage ceilings of $ 2 million for individuals and $50 million for corporations are off by at least two orders of magnitude. 

Coffee does go on to suggest a “wealth ceiling” of ten percent of income, net worth or market capitalization. This is a test that the Big Four accounting firms could survive – if based on the $ 10 billion that is the roughly-averaged 2008 income of their practices in the US-dominated American region. (And interestingly, a $ 1 billion damages ceiling for US exposure would also be consistent with Big Four survivability under research done for the European Commission – here. ) 

Could the Big Four persuade Br’er Specter to throw them into that liability patch? Several reasons would indicate skepticism:

There is the challenge of vision. Leadership of the profession has been notoriously squeamish, and several vials short of the testosterone level needed to propel them forward in support of a holistic legislative program for their own survival.

Further, the complex political calculus in Washington suggests that the administration of President Barack Obama will toss something to its left side. If so, lobbying dexterity will be tested to the extreme to insert and maintain liability limits into the Specter plan. In this process the accountants will need to align forces with the other gate-keepers – a logical if historically rare occurrence.

Put another way, there is the simple matter of legislative effectiveness, at which the accounting profession’s dismal track record is perhaps best cited to the description given by Crash Davis (Kevin Costner) in the 1988 baseball classic, Bull Durham: “Couldn’t hit water if they fell out of the (freaking) boat.”  

Inaction and passivity will leave the large firms where they are -- stuck to the tar baby of their litigation exposure. Initiative, subtlety and cunning may not be in long supply, on the other hand – but in the animal kingdom of Washington, they offer a best hope.

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Happy Times for the Big Four Accounting Firms? It's All in Whom You Read

The familiar formula for measuring forward-looking attitudes has an update:

The optimist sees a glass half full.

The pessimist sees a glass half empty.

Whereas -- the consultant sees a glass that’s twice as big as it needs to be.

Varying spins are given to the report just issued by the flagship firm of PricewaterhouseCoopers in the United Kingdom, for its year ended in June – 72 pages of sunshine about its £2.25 billion in revenue, profitability that works out to a 34 percent profit margin, and £770 thousand average profits per partner.

The Lex column of the Financial Times cheerily bought in – here. The pink color of the FT’s pages infuses the lenses through which it sees two themes:

“First, firms and their auditors have become more conservative since the Enron and WorldCom debacles. Second, Sarbanes-Oxley in the US and harmonized reporting standards elsewhere have forced greater disclosure requirements.”

The always-acerbic blogger Dennis Howlett begs to differ – here - with a link to the PwC report itself. His focus is on the structural impact of the decline in PwC’s audit and tax revenues, as offset by its rise in advisory practices, with notable emphasis on the £100 million derived from PwC’s work on the Lehman administration: 

“PwC UK may be doing very well at the moment but you can see where it is going. I anticipate that over time, it will continue to reduce its dependency on assurance services as the engine for growth but with it will come renewed criticism of its conflicted advisory position.”

The FT manages with a straight face to say that “the most important asset the accountants have maintained in this recession is their reputation” – a rosy view, not even shared by Floyd Norris of the New York Times (here), and suffering two-fold difficulties:

First, it is hard to see the recent years as a Goldilocks era for the accountants, post Enron and Sarbox, with the lengthy list of financial institutions that have fallen to collapse, shotgun mergers or government control – all of them flagging clean reports on their financial statements and their controls even as they plunged over the cliff to ruin.

It is more likely proved once again that the capacity for scandal-driven public outrage is both limited and finite, the only variable being the number of targets at which insults are sprayed.

That is, the energy and attention demands of the various stimulus and rescue efforts, and the related demonizing of the institutions and their high-bonus leaders – screeched by politicians, regulators and media alike – have in effect given the auditors at least a temporary pass from hostile scrutiny.

Second, there is the FT’s remarkable proposition that “the downturn has not notched up a big accounting scandal.” That’s as may be, but only if from its London base the vision stops at the shores of the sceptered isle.

Because the rest of the world will not disregard the inclusion of auditors in claims directly associated with the collapsed financial institutions (tracked and summarized by Kevin LaCroix at the D&O Diary), the massive claims involving the audits of the Madoff feeder funds (here) or the existential threat posed by the Satyam fraud in India to PwC’s practice in that country or the on-going criminal prosecution of its personnel there – the last flagged by Howlett although ignored by the FT and indeed by the PwC UK report itself.

Solutions to the multi-faceted antagonisms that ensnare the Big Four and put their survivability at risk will not be brought forward under the dewy pandering of the Financial Times. But it’s not that Howlett gets a complete pass either.

Howlett may be signaling that PwC is his entry in the commentators’ pool on the next of the Big Four to catch a fatal bullet – here. The near future will test the marker he puts down, to “watch for a potential breakup a la Arthur Andersen in years to come. Especially if they get nailed on Satyam.”

But he is experienced, skeptical and critical enough of the large firms’ exposed position to contribute above the unhelpful one-dimensional finger-pointing ordinarily delivered by the profession’s usual cast of critics. The sharp point of his pen could constructively jab at an issue much more challenging than the Big Four’s public relations exercises – such as this:

“If the large-company audit structure collapses, what takes its place?”

That’s a discussion yet to start.   

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The Weekend Press: "Billion-dollar Lawsuit Could Destroy Top Accountancy Firms"

The Finance section of this Sunday's edition of the London Telegraph carried a piece by Sean Farrell, under the evocative and self-explanatory headline, "Billion-Dollar Lawsuit Could Destroy Top Accountancy Firms."

It can happen. Attention should be paid.

Farrell captures the essence of the structural weakness of the current model for the delivery of audit services to the world's large global companies, as demonstrated by the speed with which the Andersen firm disintegrated in 2002 under the stress of the Enron debacle:

"Andersen's collapse highlighted the fragility of a global accountancy partnership. As soon as the extent of the fraud was made public, Andersen's international divisions and partners not involved in the scandal detached themselves from the firm, making it impossible for Andersen to survive. The nightmare scenario for the big four – PwC, KPMG, Deloitte and Ernst & Young – is to be caught out by the next Enron." 

I talked at length with Farrell last week, while his story was in preparation -- and was gratified to see his uptake on the under-appreciated research done on the limited financial capacity of the Big Four to resist or withstand large-scale litigation claims, because as private partnerships they lack access to the outside investor capital available to public-company corporate structures:

"A London Economics study for the European Commission three years ago calculated that the biggest claim a London arm of a big firm could bear after the exhaustion of insurance was €540m (£474m). The report says: 'As firms have practically no assets of their own which could be mobilised, the partners of the firm would in such a case bear the cost of the adjustment. At issue is the size of the financial burden that partners would be willing to bear before the firm collapses'."

I've written on this subject before. See here and here for calculations of the "tipping point" numbers on the Big Four's exposure to litigation in the US -- where the largest threats are lurking -- numbers that should be eye-opening because they are miniscule compared to the firms' exposures. 

Farrell quotes me:

"(A)ccountants already face pressures from incoherent international accounting standards, huge potential litigation liabilities and their own failure to meet the standards expected of them. He says on top of these recurring problems firms now face mounting litigation connected with Madoff.

"Peterson says: 'What is not generally appreciated is that most accounting firms work with a level of capitalisation supplied by their partners that is woefully thin... There is no big four firm that could survive a judgment as high as $2bn'.

"He argues the fall of one more big four firm could cause the system to collapse because rules on conflicts and the big four's patchy geographic strength would prevent the remaining firms from mopping up the business as happened after Andersen's blow-up."

Critics of the accounting profession will have their say, as they well should. But no discussion agenda on the future of the large-company audit franchise is either complete or credible unless it includes the unsustainable nature of the current regulatory and legal structure, within which the business model of the Big Four firms is at mortal risk.

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Forecasting the Survival of the Big Four: Does a Black Box Model Hold the Answer?

If the global tumult of the last two years has taught us nothing else, it’s that reliable forecasts on complex issues are damnably hard to come by.

So where can wisdom be found today, on the vexed and pressing question of the survivability of the Big Four accounting firms and their franchise to audit the world’s large companies? Arrayed in an existential threat are the aggregated forces of unachievable performance expectations, unrelenting regulatory hostility and devastating litigation exposure – against which, what are their chances?

The question about the presumptively available but failed sources of advice and prognostication is not whether the recent performance of model-builders and risk managers has failed to provide actionable guidance – plainly it has not, as credit markets seized up and venerable institutions toppled -- but how extensive were their own contribution and culpability.

A possible source came on the screen last week. Clive Thompson’s article in the New York Times magazine for August 16, “Can Game Theory Predict When Iran Will Get the Bomb?” features the “black box” prediction methodology of a New York University professor and Hoover Institution fellow. Bruce Buena de Mesquita’s forecasts on the complex interactions of variously influential parties are applied in contexts ranging from the business strategies of large companies to geopolitical hot spots for the Central Intelligence Agency.

Bruce’s method starts with identification of those with interests – whether the conflicting constituencies in the ever-shifting landscape of Iranian politics, or the negotiating partners in a potential corporate merger. He assigns values to their respective goals, commitments and capacity for influence – numeric inputs which are then processed by his proprietary (and opaque) computer model in an iterative series of scenarios, eventually leading to a conclusion as to the outcome.

Here’s the thought: an identifiable set of inter-locking antagonists are now in mutually-reinforcing paralysis on the fate of the large accounting firms – each with deeply committed self-interests being served, and all suffering limitations of vision and authority:

That roster includes -- along with the issuers of financial information and their auditors themselves -- the banks, investors and other users; the professional standard-setters, regulators and politicians; and the several-faceted machinery of law enforcement including prosecutors, judges and lawyers – as well as, probably for completeness, the communities of academics, critics and other observers.

Bruce’s techniques of inputting stakeholder interviews into a multi-scenario decision algorithm yield predictions that are valued and used at the level of global intelligence agencies, regarding issues on the scale of nuclear deterrence policy or the evolving role of the BRIC economies. So he should find it a piece of cake to crank up a view on a question as straightforward as whether the Big Four and their one-page auditors’ report have a viable future.

Considering that the present models underlying the use of Value-at-Risk, dynamic hedging and complex derivatives valuations have been shown no more robust than old-fashioned consultations with the oracle at Delphi or the entrail-reading of a Roman haruspex – or for that matter, turning over today’s desk-top 8-Ball -- Bruce’s approach might well be of great value.

Or at least, shouldn’t somebody think it an undertaking worthy to be engaged and widely shared?

Let me know if you think so.

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OK -- It's Agreed: There's a Crisis in Audit. So When Do We Get Down To It?

The city-bred sportsman hires a local fishing guide, who promises great results as they anchor in a remote spot. From the tackle locker, the guide pulls out a stick of dynamite, lights it, and throws it over the side. A huge explosion, and dozens of stunned fish float to the surface. As the guide nets the fish, the tourist begins to rant about poor sportsmanship and illegality.

The guide calmly lights another stick of dynamite and hands it over. “Are you going to keep running your mouth?” he asks as the fuse sputters. “Or do some fishing?”

Readers here are well advised to invest an hour catching up with last Thursday’s webcast, “2009 Mid-Year Review – Securities Litigation and Enforcement” (archived and available here).

This edition of Bruce Carton’s valuable extensions of his vital news source, Securities Docket, assembled four of the bloggers on my must-read list – Lyle Roberts (10b-5 Daily), Tom Gorman (SEC Actions), Francine McKenna (Re:The Auditors) and Kevin LaCroix (D&O Diary).

It was barren times for the subject indeed, back in 2002 when the Paris newspaper launched my financial and accountancy column. But since then the family of commentators continues to grow, who contribute substantially to the consensus of crisis in the entangled relationships among issuers of financial statements, their auditors, and the hyena herd of regulators, politicians and hostile lawyers.

Along with those noted above: Edith Orenstein (FEI Blog), Dennis Howlett (AccManPro), Tom Selling (The Accounting Onion), and Broc Romanek (CorporateCounsel.net) – and, with apologies, some I’ve surely missed.

The webcast is useful, on a variety of relevant fact-gathering and predictions; so too all the other increased attention. But concerning the on-going threats to the survivability of the large-company audit function, the discussion has yet to go past voyeurism, scape-goating and finger-pointing.

Here it is, seven years since the collapse of Arthur Andersen and the infliction of the ill-considered Sarbanes/Oxley law and its malign effects -- and two years and counting into a financial markets crisis of epic proportions. And not a constructive word is heard on the shape of the future.

Calling the dis-honor roll of those accountable:

The large firms’ leaders are handcuffed to a business model that they are powerless to change, under the combined constraints of the securities compliance regimes and their own partners’ appetites for the status quo of short-term profits. 

Their most vocal critics, among the commentariat, bay the cry of the profession’s self-serving venality, without taking even a first step down the path to re-design an assurance system now presumed (but not proved) to be important or worth working to save. 

The noisiest and most enthusiastic reader comments, meanwhile, range unconstructively from the punitive (“let them fail” and “jail them all”) to the self-destructive (“break up the Big Four” and “up with the little firms”) to the wildly impractical (“mandatory rotation” and “let the government do audits”).

Traditional debate platforms are empty. Former Treasury Secretary Henry Paulson’s Advisory Committee dissolved into insignificance without a trace, a year ago, behind a thin veil of posturing and animosity. The PCAOB, successful at least in perpetuating its own existence, is dribbling on the conflagration with an eye-dropper. Business lobbyists and academics alike are pre-occupied elsewhere.

And with no sign of a politician or a regulator in Washington or London or Brussels having either the vision, the interest or the initiative to take a lead, neither are there any other jurisdictions having the maturity or the salience to provide any influence.

The requirements for a useful forum ought to be within the grasp of the expanding collective of New Media mavens.

Ground rules and administrative questions should be modest enough: on-site or virtually distributed – freely accessed or modestly moderated to minimize the bickering and partisanship – live and real-time or via postings and dialog threads – open only to the credentialized or anonymous – sponsored or subscription or wide open.

Here’s the challenge: If this dynamite stick explodes, it will sink the boat and all in it. So it’s time to fish.

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BDO's Liability for the Bankest Verdict Against Seidman: Whose Side to Take?

Ham-and-eggs for breakfast? To the hen, the choice is a matter of interest. To the pig, it’s life or death.

On the complexities of auditor liability and accounting firm survival, a reader last week had a subtle question. It concerned the Miami state court outcome in the Bankest litigation – where the BDO international firm was held not liable for any part of the $521 million jury verdict imposed in June 2007 against its US component, the Seidman accounting firm.

For the American partners of Seidman, the dispute now moves to its penultimate phases of appeal and possible enforcement of ruinous damages -- $170 million plus an additional punitive assessment of $351 million -- with this question:

As interested spectators of the trial just ended, which sought to hold BDO liable along with the Seidman firm, which side would they have been rooting for?

That is, facing financial devastation (for the calculations, see the Note below) – would they have preferred that their international brethren be put under judicial fiat to share their pain? Or are they better off standing alone – facing ruin, and hoping to rely on the strength of their network and the readiness of their colleagues to provide succor on the basis only of network agreements and business solidarity?

And in the end, will it matter? 

Those whose work is with the assessment and management of disputes look with envy on their counterparts who deal with allocating good and positive economic outcomes. Business lawyers, for example, thrive on the deals and contracts that include mutually shared profits, repeat business with counter-parties and the nurturing of on-going relationships.

The supporting literature of game theory and decision strategy offers exquisite exercises in dividing the results of negotiations -- heavily biased toward optimistic scenarios. Case studies on shared outcomes focus on happy conditions: the division between two strangers who find a wallet full of money, or how and whether to share the pay-off of a winning lottery ticket received as a gift.

The outcomes under dispute scenarios go the other way: typically they are zero-sum between one-time antagonists; lawsuits involve wasting assets and the steady bleeding of costs, legal fees and business pressures.

And the impositions of shared punishments or detriments are not the subject of useful scrutiny: litigation lawyers suffer the scholars who default to the platitudes of “re-framing for a ‘win-win’,” or “finding a way to ‘yes’.”

The real world doesn’t work that way. In the Bankest case, the impending next steps include the plaintiff’s pursuit of finality and collection of a half-billion dollars, the challenged viability of BDO as an international enterprise and the careers of its several thousand professionals, and – considering that Bankest is only a smaller version of the much bigger cases hanging over the Big Four – a clarion warning on the survivability of privately provided, large-company audit services.

Either way – whether BDO was formally held liable or not -- the final chapter for Seidman and BDO is ominous. The collapse of the Andersen network in 2002, within weeks of the indictment of its US firm – through the flight of clients, partners, personnel and the international entities – showed the fragility of the wealthiest and most cohesive of the large accounting structures.

Just as Andersen’s ex-US practices voted their local interests with their feet, it remains to be seen how the business and integrity of the BDO network could withstand the drain needed to sustain its vital US member firm.

And whether a Miami court judgment might affect BDO’s strategic choice between its own disintegration and collapse, and massive sacrifice for the sake of its US member firm, will be a matter not of legal enforceability but of corporate behavioral psychology at the highest level.

The graduate students in my MBA class on risk management and decision-making are always in need of good assignments. As the Seidman/BDO dynamic plays along, it will provide a rich if depressing study.

Please let me know – for whom would you have cheered, and why?  

Note: A model to calculate how big a “litigation hit” would disintegrate a large accounting firm was done by a UK consultancy for EU Markets Commissioner Charlie McCreevy – here. I have applied it to the Big Four’s American and global practices – here and here. The topic is anathema to the large firms, but they have not voiced public disagreement with either the approach or the frighteningly small numbers.

Based on Seidman’s reported 2008 revenue of $ 659 million and the BDO networks’ global figure of $ 5,145 million, the model indicates breakup thresholds of around $ 100 million for the US firm of Seidman on its own, and perhaps $ 750 million for the BDO network as a whole. Look on the Bankest verdict at $521 million – and despair.

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Re-Post: The Supreme Court Targets the PCAOB: If Things Could Hardly Be Worse, Might They Perhaps Get Better?

For reasons known only to Mercury, the god of communications, this post from Thursday was not fed to most subscribers. So this re-posting, with apologies to anyone finding or receiving it a second time.

When I went to make breakfast on Tuesday, I found a tempest swirling in my teapot: the report that the United States Supreme Court is to resolve a constitutional challenge to the law establishing the Public Company Accounting Oversight Board – created by the post-Enron legislative spasm of the Sarbanes/Oxley law of 2002.

This is an abstruse squabble over the scope of the presidential authority to appoint government employees classified, without any apparent irony, as “inferior officials.”

Paying almost no attention, the mainstream American media have their priorities right, putting their focus instead on the Court’s agreement the same day to review the criminal conviction of corporate kleptocrat Conrad Black.

The news-consuming public, in other words, understandably has less interest in whether a bunch of rascals are to be thrown out, than if one should be thrown in.

I’m not generally one for wagering, for reasons I’ve spelled out – here – life already being sufficiently full of risks and hazards. But the easiest signal of the high court’s acceptance of the PCAOB’s legitimacy would have been to leave standing the lower courts’ orders. So it is a decent prediction that some time in next year’s term, the axe will fall.

And then?

And then will come the kind of grandstanding that Washington does so well. Led in the Senate by Chris Dodd (D-Conn.), chairman of the Banking Committee, and in the House by Barney Frank (D-Mass.), chairman of the Committee on Financial Services, the elected mob – of whom humorist Will Rogers sagely observed that “no man’s purse is safe while the legislature is in session” – will serve up a new kind of bail-out.

Which is, they will resuscitate the old agency in a new guise, only this time arrayed in bells and whistles reflecting their politicized reaction to the economic turmoil lately inflicted on us all.

And where will the vitally-interested accounting profession figure?

Historically, the high point of their influence lay in securing the franchise of privately supplied assurance, under the audit requirements of the securities laws of 1933 and 1934. In the following three-quarter century, sadly, the degree of attention and respect given to the auditors in the shaping of their regulatory fate has been like that in the research into shark feeding, as given to the food.

Because the Democrats control both houses of Congress and have their rock-star in the White House, the “appointment authority” issue will be repaired with the legislative equivalent of a piece of duct tape or a whack with a wrench. Making it a total non-event, the fix-up will include a wholesale re-adoption and ratification of everything wrought by the then-defunct PCAOB, so the transition will be seamless and invisible – turning the entire affair into little more than an ego exercise for those angling to get their names into the law case reports.

It’s necessary to remember that the Supreme Court’s power runs only to the narrow questions offered. It will not do a qualitative assessment of all the mischief since Sarbox was enacted – not answering, for example, the question that could be reasonably asked by, say, the battered investors in Bear or Lehman or Merrill or Citi or AIG: “Over the last seven years, has the PCAOB made the world of financial reporting and assurance a better place?”

Which means there is nothing to be served by trying to pick a winning side in this punch-up: there isn’t one, in any way that matters.

If adult perspective prevails, the accounting profession will resist the lure of friend-of-court advocacy, saving itself both large legal fees and whatever amity it might salvage for the lawmakers’ debate to come.

For there is now a window, of perhaps six to nine months, in which a blueprint might be developed for the successor agency to be enabled when the Supremes pull the PCAOB’s plug.

Avoiding the post-Enron stampede that flattened all before it in the rush to Sarbox – footnote below -- the accountants along with whatever friends they can muster have the chance to organize in support of a coherent and achievable structure – here.

Namely: federal-level chartering of auditors of US public companies could be combined holistically with standard-setting, oversight, inspection and discipline -- along with investor protection including insurance that would be industry-funded but government-backed, to relieve the firms’ current “survivability” issue – namely, the deadly overhang of life-threatening litigation exposure.

Ambitious – yes, surely. But Dodd and Frank will have their law-drafting pencils sharpened anyway. The opportunity to write on a blank page is too good for the profession to waste.

Note: As I wrote back in July 2002 about the Senate’s passage of Sarbox, “any legislation receiving the bipartisan margin of 97-0 is bound to be fundamentally defective.” You’ll have to trust me, though; as the International Herald Tribune for whom I was then writing in Paris moves closer to full absorption by its parent, the New York Times, its archive has somehow disappeared from internet accessibility – here.

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Which Large Accounting Firm Will Be "Next to Fail"? It's the Wrong Question

When was there ever so concentrated a burst of public speculation on “which Big 4 audit firm is the next to fail”?

Within a single week, Accountancy Age predicted it would be Ernst & Young; in the blogosphere, Francine McKenna’s wager with Dennis Howlett fingered her ex-employer and bête noire, PwC; and ProPublica reached into the remains of the second tier to round on McGladrey and BDO.

All for very serious reasons, ample to cause sleepless nights among the profession’s leaders. But the voyeuristic speculation as to “which one” is a pointless and mis-directed exercise, because each of these firms – but also Deloitte and KPMG, and Grants too, for good measure – faces multiple overhanging threats on a mortal scale.

All the chambers are loaded in this losers’ game of Russian roulette. So it is an unanswerable question, where the weapon may be pointing when the hammer falls next. It’s also an irrelevant query, too – because it depends entirely on the judges’ docket management on Parmalat, Satyam, New Century, AIG, Bankest, Refco, Sentinel, the Madoff feeders and all the other ticking time bombs.

Instead, the real question should be, “What next?”

On this, for grown-up dialog to occur, two fundamental misconceptions – both lurking in the Accountancy Age article – have to be killed off, once-for-all:

The first is that the large firms’ survival will somehow be assured by government, on the assertion that global-scale companies “will invariably have a legal requirement for an audit.”

If there is any logic here, it is seriously inverted. The regulators long ago conceded that they would be powerless to stop the disintegration of a large firm that reached a tipping point – here and here. Further, when that next step takes down the other three, and unravels the entire suppliers’ market, legislative mandates that there be audits would be as futile as a requirement that all trains be hauled by steam locomotives. No more suppliers: no delivery. Period.

The second fallacy, conspicuous even in an article that displays a truly stunning lack of comprehension of the profession’s structural issues, is that a Big Three would survive the loss of a fourth.

Won’t happen. The uneven concentrations of industry expertise around the world’s large economies, the politically-imposed constraints on auditor choice, and the post-Andersen fragility of the international networks are alone sufficient to show that the Big Four are already down to an irreducible tipping point. One more, and they all go.

While no insider will say so in public, senior risk managers acknowledge that in the coming turmoil of another Big Four failure, the prospect that three survivors would stay in today’s business by accepting further concentration of exposure and liability will be untenable.

That a fundamental re-structuring of the profession will occur is beyond debate – and is nothing new – although answers will only lie in the readiness of all interested parties to get past the posturing to offer constructive, achievable solutions.

Trouble is, none of the critics have either the vision or the authority to lead. There is no available government intervention, to “save” a privately-capitalized Big Four partnership once slipped into a death spiral – here. Nor can the large firms’ collective survival be enabled by statutory requirements that there be audits; if a firm goes down and takes the others, it is as futile as King Canute’s attempt to order the tides, to require delivery of an audit report when the providers are all out of business.

The only alternative to a highly-disruptive disintegration of the large firm networks – and a long shot wager indeed, requiring the most wild optimism to imagine – would be the emergence of Big Four leadership prepared to engage, for the sake of their future, in the “creative destruction” brought forward in 1942 by economist Joseph Schumpeter:

•    To forswear the currently outmoded auditors’ report, which provides no value to the market and is toxic to the sustainability of the firms’ business model.

•    To cut to the heart of the critics’ animosity, by the deep finesse of voluntarily turning the task of issuing low-value “compliance assurance” over to nationalized agencies.

•    To allow the capital and investor markets to ascribe to “compliance audits,” performed by huge cadres of conscripted civil servants, the nominal value they would deserve.

•    To empower the surviving firms to invent, sell and deliver new forms of assurance that companies will buy, and the markets will pay for, under sustainable limits on liability and free of the life-threatening legal exposures as wielded by the class action plaintiffs.

•    To break the antiquated shackles of the compliance-driven limitations of “independence,” so as to build or acquire whatever professional services capabilities may be congruent with the new forms of assurance – whether in systems or technology consulting, finance, law or otherwise.

Starting down such a road would require envisioning an entirely new set of directions for the profession – beginning with the acknowledgment that the current race is going around a one-way track to a dead end. 

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Survival of the Large Accounting Firms -- You Wanna Bet?

How confident are you in what you think you know? How certain that the facts underlying your belief are fixed and unchanging?

A renowned food writer was dining on the bouillabaisse in a storied Marseilles restaurant. In a dazzling flash of cutlery at tableside, the server expertly beheaded, skinned and de-boned the platter of cooked fish for addition to the classic soup.

In response to the writer’s extravagant praise for her display of elegance and precision, the server was understated. “Madam, I’ve been doing this for thirty years,” she said. “Every night, the bones are in the same place.”

Not so, elsewhere. I was recently challenged to a non-trivial wager, by a highly placed member of senior management of a Big Four accounting firm. He is prepared to take the other side of this proposition, that the Big Four’s days are numbered:

“Within five years -- by March of 2014 --  one (or more) of the Big Four will have incurred an event because of which its network will be unable to provide a single report on the consolidated financial statements of a significant number of its large global clients.

“This event could be a civil litigation impact, prosecution or other law enforcement action, professional regulatory sanction, voluntary or strategic withdrawal in one or more key countries, or some other event the identity of which cannot be known today.”

A lot is certain to happen in the next five years. Not least, we should both hope to be around for the reckoning. And my side of the bet should be seen as a modest hedge against my firm belief that – whatever its problems and shortcomings (see here and here) – a worthy profession and those relying on it deserve a better fate than its disintegration into ignominy or irrelevance.

Still, we are at a legitimate standoff. He views me as academic and naïve, detached from the “reality” of the capacity for change in the market for professional services. I in turn view him as operating under several types of bias, of the type I explore in my MBA students’ Risk Management course.

With access to both a classroom and this platform, I have the advocate’s advantage:

First, with his optimism about the stability of the Big Four’s audit franchise that I only wish I could share, my friend shows the “proximity” bias of a handsome compensation package and regular paychecks that are, for the moment, accepted at financial institutions worldwide.

Second, he has the common “induction” bias that over-values what he knows, minimizing the credible likelihood of a disruptive unknown. He reasons that because it hasn’t happened before – that large-company assurance has become unavailable – therefore it won’t happen in the foreseeable future.

Third and closely related, he rationalizes as proof of the Big Four’s stability that it has survived the last decade’s close calls and danger signals. His conclusions of strength -- despite the 5-to-4 shrinkage after Andersen’s collapse, KPMG’s avoiding a tax-shelter indictment, and PwC’s near-death experience in Japan -- resemble the tragically optimistic rationalizations of NASA management, that the Challenger and Columbia shuttles were safe to fly, despite the prior evidence of O-ring burn-through or insulation impact damage.

Fourth, a typical “hindsight” bias in any projection is to minimize conditions changed for the worse. In evaluating the Big Four’s ability to survive, past experience should in fairness be adjusted for the steady escalation in claim and settlement amounts, the collapse all around of major institutions once thought invincible (all involving Big Four clients, incidentally), and an atmosphere of public hostility to both corporate malefactors and their proximate watch-dogs.

I am in this dialog wrongly charged as being the pessimist whose dour predictions, over enough time, will be proved right.

Like the server in the restaurant, I demur – not saying that Big Four collapse must necessarily happen, but that the prospects that it may are likely enough that deliberate, explicit attention and consideration are required.    

To my MBA students, this will be a stimulating if academic exercise. Out in the profession itself, under managements’ real obligations of stewardship to safeguard four enterprises that together employ 600,000 people and have worldwide revenue exceeding $100 billion, wishful thinking is not an option.

Nor is “hope for the best” a strategy.

It is, instead, a bet I will be sad to collect.

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Where Else Does Size Matter? Audit Firms, and the Experience in India

Suppose a law that limited the height of professional basketball players to six feet. Or that forbade the performance of Beethoven’s symphonies by groups of musicians larger than a trio.

However able the players, the performance quality would be inferior. Discerning customers would flee in multitudes, for venues freely offering the unrestricted alternatives.

Independent audit has evolved a great deal since the winter of 1850, when sole practitioner William Welch Deloitte delivered his first opinion on the financial statements of the Great Western Railway.

Today the surviving Big Four – Mr. Deloitte’s namesake, along with Ernst & Young, KPMG and PricewaterhouseCoopers – collectively comprise some 593,000 personnel, and have worldwide annual turnover of $103 billion. The foursome together have a lock on engagements for global-scale companies in the developed economies – doing the audits, for example, of all but a handful of the S&P 500 in the United States, all of the FTSE 100 in the United Kingdom, and (with the involvement of some smaller firms as joint auditors) all of the CAC 40 in France.

Ample justifications are offered – scale, technical expertise, cross-border client demands, and uniformity of standardized practices being the usual rationales. On the other side, careful risk managers at the smaller networks are ready to concede this high-risk territory to their larger brethren, competing at levels where complexity and exposure are, optimistically, more manageable.

There being no cogent case that the smaller audit firms deliver better quality than the larger, an argument in favor of scale lies in the recent disasters: critics of the still-emerging schemes of Bernard Madoff and Allan Stanford are quick to point out that each employed tiny audit firms, lacking visible signs of personnel or qualifications, or indeed even appropriate licensing compliance.

Still, vestiges of the Victorian era of Mr. Deloitte’s start-up do survive in the profession’s structure and attitudes. The visible current example is in India, where the governing rhetoric is dominated by the small firms’ unexcepted hostility to the Big Four – even ahead of this winter’s demonization of PwC over the $1 billion debacle at Satyam Computer Services Ltd.

As a legacy of an earlier and simpler provincial time, audit firms in India have been capped at no more than 20 partners, each allowed to sign no more than 30 reports. All very well, for an economy comprising thousands of store-front enterprises – served in India by as many as 45,000 little accounting practices. But hardly does this suit the demands of global-scale enterprises, where even the members of the so-called “second tier” continue to lose market share to the largest networks.

Overseers of the profession, including the Institute of Chartered Accountants in India and the Ministry of Public Affairs – with the combination of bombast and naïveté that is characteristic of officials extended beyond their vision or their competence – have responded to Satyam with a variety of retrograde proposals, including mandatory rotation of audit firms and a blacklist for firms under investigation -- see here, here and here – also scrutinizing such superficialities as the firms’ policies on paid leave and Institute seminars.

The first of these is already discredited by the example in Italy – the only developed country with experience. There, mandatory rotation only increased the Big Four’s market concentration, and the consequent division of responsibility between Grants and Deloitte arguably contributed to the on-going misbehavior at Parmalat.

And if the punishment of a blacklist were applied ahead of the conclusion and final judgment of appropriate enforcement proceedings, it would only perpetuate the lack of due process manifest in the continued imprisonment of the still-uncharged and presumably innocent Satyam engagement partners from Price Waterhouse.

As well observed in the natural sciences, evolution is a force that will not be stopped. It can only be diverted or stalled temporarily – through artificial means, political resistance or subsidies and expediencies.

Still, the trend to large-company auditor concentration has been inexorable for decades elsewhere, and is already well on display in India: at last available count, of the 300 largest corporate enterprises not under Indian state control, 178 were audited by a Big Four firm (of which 24 included a smaller firm along for the ride as joint auditor).

The lessons of Madoff and Stanford speak loudly to the credibility of small-shop audits for large-scale situations. “Small is beautiful” cannot be established by the claim that sometimes “large may be ugly.” Those positioned to shape the future of the profession in India will eventually be obliged to take heed.

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