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IPOs Popping Abroad - Go Figure
I often wonder at the surprise of somethings. A recent article notes Bloomberg is engaging McKinsey ("New York to Study Lack of IPOs")to figure out why companies are going public in London or in their own countries instead of the good ol' US of A. There is a preliminary finger wagging at SOX, which reasonably could carry some of the brunt.
What wasn't clear to me is the population of new IPOs occurring with companies based in the US versus abroad - which I think would be a telling indicator.
Before the official study gets released, and it becomes all to clear as to the real culprit, let me take a few uneducated guesses as to why I might chose to list abroad, assuming I were a foreign company.
- The global capital markets are maturing. US dollars are scouring the globe, through funds and as individual investors given the increased visibility to foreign markets. Improved visibility translates into easier flow of dollars.
- Costs to go public will vary. I'm not just thinking about SOX per se, but all the additional requirements to be listed on a major exchange. In the litigation-heavy US, everything seems to be at least a civil case waiting to happen - hiring, firing, missing earning forecasts. When it takes five years to prosecute confessed business criminals, I don't know that such a market would be judicious in helping me manage my legal cost exposure.
- Investors want to believe that greater returns can be found abroad. If the idea of "outsourcing" has become to normal to investors, am I really going to get a bump in value based on lean SG&A? Maybe not on US markets, but when someone finds my imaginary middle eastern company with a substantial US client base, I look more sophisticated than expected with a list of recognizable clients - a diamond in the rough.
- The tolerable role of government in business affairs varies - and sometimes their partnership is too valuable. If my key stakeholder is my domestic government (or the friends of family of governmental officials), do I want to introduce foreign oversight into my plans for world domination? Do I want to expose my little pretend eastern block company to the constraints of american views of bribery and fair dealings?
It will be interesting to see the culprits that are getting uncovered. It may just be that flying in the US is becoming such a headache that no one wants to do roadshows here anymore.
 
How to Interpret the Fastow Verdict
Wow.
Milken. Ebbers. Fastow. One of these is not like the others. Poor Bernie, with no chance at the speaker tour or to save the family name with a charitable foundation. At least Andrew will still have a crack at public redemption.
With the announcment of Fastow's 6-year prison term, I'm sure many pensioners, 401(k) holders, and business professionals are asking, "and then...?" I often wonder if I'm simply out of pace with the world around me, and don't appreciate the standards of conduct that apply in society today. This pronouncement - and Greenspan's recent "scrap SOX" makes me wonder what I'm missing. Clearly, the news of late isn't making sense to me.
I'm quick to note that I didn't follow the unfolding reality tv saga of Andrew's repentance (or monitor on my webcam the comings and goings of the now retired Greenspan), but I am left thinking that the time doesn't fit the crime. And it's not that I want him to rot away in a prison system, studying law or learning foreign languages in the comfortable confinement of a federal cell. I just can't imagine the look of shock on the faces of the thousands of Enron shareholders that have been waiting for this sentencing after the loss of their savings. "Prosecution, not persecution" - ?
I hope we'll look back in 10 years, and note the early 2000s as the era of revitalized governance, of corporations renewing their commitment to acting as responsible, ethical citizens. I know that much of the discussion around Sarbanes Oxley has centered in integrity, values, and transparency, and that domestic efforts to reform corporate governance domestically are having an impact on capital markets on a global scale. I hope in 10 years, we'll look back and agree that whatever the cause, governance took a very important starring role in boardrooms and headlines for publicly traded companies.
I had hoped that in the absence of visible market reward for strong governance, we would at least see the painful consequences of unethical behavior. This sentencing message seems to contradict the Ebbers sentencing, making unethical behavior a very gray topic - and I thought we were getting close to a black and white issue.
But the bright shining light in all this? All that 529 money we are socking away for our kids might someday bring our college ages kids home with tales about an ethics lesson from Professor Fastow. If Andy can pull that page from Michael's playbook as well.
 
(Calculator Tool) Aline for SOX - Calculating Incremental Improvement
If you think that savings can be found as a result of reviewing your scope and risk assessments, you might want to play a bit with this calculator from Aline. This is the handy tool we all talk around, but hasn't shown up until now.
No surprise - increased reliance on pervasive controls and reduction of the sheer number of controls can save you real money.
Action Item: To support your argument for refinement, point out to management that raw compliance dollars being spent are coming out of everyone's bonus pool. Walk it backwards up the P&L from net income to give senior management a sense of how much in revenue it takes to cover these costs.
Gulp.
 
GCC Considerations - GAIT on AS2
For all those that struggle with getting their minds around the IT management aspects now required by SOX, good news - others are trying to work through this as well. For all the frameworks and "guidance", practitioners still haven't landed at a place that helps us really apply judgement to risk managment.
And some folks are doing something about this. With a core team representing industry and education alike, the linkages are being drawn between known frameworks, past practices, new requirements, and business needs.
What is GAIT? GAIT provides guidance in support of IT-related Committee of Sponsoring Organizations of the Treadway Commission (COSO) internal control objectives, such as financial reporting and operations. GAIT is not a controls framework; it provides information to appropriately identify and link COSO constructs of internal control objectives, assertions, risks, and controls. These principles communicate how IT relates to business objectives, how IT differs from company to company, how to make assertions on IT transactional processes, and how to reach a well-informed decision on which controls to include and exclude. GAIT also addresses the balance of manual and automated controls, entity and process/activity level controls, and percentage of business automation supported or enabled by IT. Though freshly on my radar and not a lot of reflection this, I wanted to get it in front of InsideSarbanesOxley readers asap. I would love to hear from folks that are actively applying and managing from this vantage point.
Best, Toby Lucich Publisher, InsideSarbanesOxley.com toby.lucich@insidesarbanesoxley.com
 
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