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The Honolulu Advertiser
Posted on: Saturday, July 8, 2006

Ken Lay's legacy: Corporate America under the spotlight

By Rachel Beck
Associated Press

NEW YORK — In the end, former Enron chairman Kenneth Lay did leave a legacy to the business world. It just wasn't the one that he had intended.

He thought of himself as a leading corporate innovator and visionary, someone who took a staid natural gas pipeline company and built it into a massive energy-trading conglomerate that became the No. 7 company on the Fortune 500 list with annual revenues topping $100 billion.

But that's not where Lay ultimately left his mark. Instead, he will forever be known for his role in Enron's implosion, and how his behavior at its helm served as a catalyst for sweeping governance changes across corporate America.

Lay died suddenly from an apparent heart attack this week at the age of 64. Until the end, he proclaimed his innocence in Enron's collapse, one of the worst in U.S. corporate history that wiped out more than $60 billion in market value, almost $2.1 billion in pension plans and 5,600 jobs.

It wasn't his fault, he said. Blame the media, the short-sellers, a corrupt CFO for taking the company down.

But a jury didn't buy his story. It convicted him in late May along with former Enron CEO Jeffrey Skilling of defrauding investors and employees by repeatedly lying about Enron's financial strength in the months before the company plummeted into bankruptcy protection in December 2001. Lay was also convicted in a separate non-jury trial of bank fraud and making false statements to banks, charges related to his personal finances.

He was set to be sentenced Oct. 23. He was expected to spend at least 20 years in jail.

Lay's conviction seemed like a world away from when he and Enron were on top. It was just five years ago that Enron's soaring profits and stock price made Lay the envy of his peers. He graced magazine covers, made the speaking circuit, even had the ear of many politicians.

For a time, it seemed everyone wanted to be Ken Lay. And Lay personally profited because of that — he was paid tens of millions of dollars through his compensation and stock options.

As Paul Lapides, who directs the Corporate Governance Center at Kennesaw University in suburban Atlanta, put it, "Executives like Lay are great at telling us stories." What becomes difficult is determining when they aren't true, he said.

Enron's success story finally began to unravel in the summer of 2001 after it was revealed the company's finances were based on a web of fraudulent partnerships and schemes, not the profits that it reported to investors and the public. By the end of that year, it had filed for bankruptcy court protection.

Suddenly, Lay's leadership and reputation were thrown into question, something he could never repair. His rags-to-riches tale quickly shifted into something more like a Greek tragedy, which was punctuated this week with his untimely death.

But Lay's experiences won't be lost on corporate America. That's where his story actually takes a positive swing.

Thanks to the demise of Enron and other business-world scandals of late, including those at WorldCom, Adelphia and Tyco International, the governance paradigm is undergoing a major shift.

The 2002 Sarbanes-Oxley corporate reform act holds business leaders accountable for their actions by making CEOs and CFOs sign off on the accuracy of their financial statements. That means those at the helm can't live in a protected bubble that allows them to look the other way or blame others should trouble turn up.

Boards also are pushing for increased power as directors worry that they could be held liable for their actions while on the job. That's especially true at companies where the founder still leads, where it isn't uncommon for executives to try to use the corporation as their personal piggy bank or engage in fraud to boost their own wealth, said Warren Neel, executive director of the Corporate Governance Center of the University of Tennessee.

And investor groups are more active and vocal about how companies should be led and run.

"What these scandals have taught us is: Why pay executives all this money if they then won't take responsibility when things go wrong?" said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware. "They must be held accountable."

Of course, it's impossible to safeguard against all corporate corruption. There still will be bad people who do bad things.

But Lay's legacy has taught us that there must be ways to try to prevent rogue executives from destroying companies. It might not be this vision he had for himself, but it is what he left behind.