Actually, I am going to quote – at length – an Amazon review of this book, which much more eloquently than I could describes the value of this book for a ‘legal reader.’ The review comes from the audiobook version.
Required reading for corp Legal & Finance
I’m general counsel for a drug company, and I’m not too familiar with the energy space. Turns out, Enron wasn’t really an energy company. It was a financial conglomerate, a deregulation-securitization-self-dealing disaster.
The Smartest Guys in the Room by Bethany McLean is a detailed account of the rise and fall of Enron and it gives the most insight into the actions of Lay, Skilling, and Fastow. Dennis Boutsikaris is a fairly good reader for nonfiction. I find his reading a bit slow, but perhaps it’s good for complicated material.
This story of corruption is broadly applicable across sectors and the laws broken are relevant for corporations and public markets generally. There are some universal lessons here. If you work in the corporate world, particularly in BD/ M&A or G&A functions like Finance and Legal, you’ll find this tale particularly illuminating (and cautionary).
Here are some of the gems:
– Your superiors won’t always be superior.
– No person, idea or company is infallible.
– Maintain your inner compass so you can be guided by your own principles rather than blindly follow the orders of your boss (or CEO, parent or spouse).
– Don’t do things that you think you “shouldn’t email.” You shouldn’t be sending legal memos and important matters via interoffice or ways that don’t create a record. If you hear colleagues saying “don’t put that in email,” ask yourself who this lack of documentation would protect? Nobody. You’re actually creating risk and potential financial and government liability. The best way to protect yourself and the company is to refrain from whatever discussions or actions you think you “shouldn’t email.” Period.
– Communicate responsibly. If your recorded statements and emails contain profanity, racial or gender slurs or nicknames that are the same as those overheard on a grade school playground or in a blockbuster movie, you need training. The reality is that you’re creating risk and if people are laughing it’s probably to alleviate discomfort than express humor. There are many helpful courses on business communications.
– If you ever find yourself questioning a decision, ask yourself if you’d act differently if your pay or bonus was… half? double? zero? If so, revisit and research the matter until you can clearly show you’re motivated by substantive factors that weigh in the company’s best interest, rather than your personal financial interest.
– It’s time to change course if you find yourself involved in events that are harming people and you wouldn’t want printed in The NY Times or shared with your grandma/ dad/ wife/ kids/ etc (e.g., shutting off people’s electricity in order to price gouge or selling company assets to your own partnership so you can steal millions).
– “Ask why, @$$h01e.” Lol
– If your corporate “culture” is so macho that it involves company funds being spent on strip clubs and all-male trips where your colleagues risk their lives and break bones, it’s time to find a new job.
– Always know what value you (and your work or company) provide to the world. If you ever lose sight of it, find a new company or career. Work and “making a living” isn’t the only thing that matters, but it’s vital to most people’s security, health and spiritual wellbeing.
What’s fascinating about the Enron story is the number and variety of fraudulent schemes this single company engaged in. It truly was a culture of corruption. It’s tragic how many people lost their jobs and savings as a result of the illegal actions of a few greedy, seedy men at the center of this disaster.
Disasters like Enron cannot occur unless many people who know better remain silent instead of speaking out for what’s right. If you’re an in-house counsel, accountant or compliance officer and you think your company may be engaged in fraud, you are obligated to prioritize the law over fears about your job and personal finances. In those roles, it’s impossible to be simultaneously doing your job and engaging in CYA. The 2 are mutually exclusive. Know the law and inform yourself (meaning, don’t “cry wolf”) and, when appropriate, use your voice and the wondrous electronic record-making capability that’s available to you: email. You’ll be shocked how much power you have, even as a junior attorney, auditor, quality assurance or other oversight professional, to keep your colleagues on the straight-and-narrow. All it takes is, “I’m concerned about XYZ…” 99x out of 100, others are concerned, too.
Even if you don’t work in an oversight role, you can often escalate concerns through your company’s legal or HR departments or compliance hotline. If you’ve tried to shine light on a potentially harmful and illegal situation and gotten nowhere internally, call a regulator. You’re a taxpayer, funding these public servants ostensibly to act as watchdogs and checks-and-balances on industry and markets, right? Make them do their jobs.