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The Anatomy of Corporate Fraud: A Comparative Analysis of High Profile American and European Corporate Scandals

Bahram Soltani

Received: 24 January 2012 / Accepted: 18 February 2013 / Published online: 2 March 2013

� Springer Science+Business Media Dordrecht 2013

Abstract This paper presents a comparative analysis of

three American (Enron, WorldCom and HealthSouth) and

three European (Parmalat, Royal Ahold and Vivendi Uni-

versal) corporate failures. The first part of the analysis is

based on a theoretical framework including six areas of

ethical climate; tone at the top; bubble economy and market

pressure; fraudulent financial reporting; accountability,

control, auditing, and governance; and management com-

pensation. The second and third parts consider the analysis

of these cases from fraud perspective and in terms of firm-

specific characteristics (ownership structure) and environ-

mental context (coverage in media and academic literature,

regulatory and corporate governance frameworks). The

research analyses shed light on the fact that, despite major

differences between Europe and U.S. in terms of political

institutions, laws and regulations as well as managerial

practices, there are significant similarities between six

groups. The analysis also demonstrates that, the ethical

dilemma has been coupled with ineffective boards, ineffi-

cient corporate governance and control mechanisms, dis-

torted incentive schemes, accounting irregularities, failure

of auditors, dominant CEOs, dysfunctional management

behavior and the lack of a sound ethical tone at the top.

Significant similarities were also observed in the analysis

from the fraud triangle perspective. However, there are

several major differences between the six corporate failure

cases particularly with regard to ownership structure, cov-

erage in media, and legal, regulatory and governance

frameworks. This research study may have several aca-

demic and practical contributions, particularly because of

multidisciplinary, international features, and comparative

analyses used in the paper.

Keywords Corporate fraud � Ethics � Europe/U.S. � Accounting � Control � Accountability � Financial scandals � Management compensation � Corporate governance � Management performance � Regulatory framework � Tone

at the top � Fraud triangle

Introduction

Following the series of corporate deviances that began to

surface from late 2001–2003, the financial market under-

went several high profile financial scandals, management

misconduct, frauds and scams as well as many cases of

fraudulent financial reporting and audit failure within

several large multinational groups around the world.

Although not numerous compared to the number of com-

panies publicly listed in the financial markets, they have

shaken the foundation of the capital market economy and

should have been considered as the warning signals for the

subsequent financial crises that the world economy is still

experiencing. Coupled with the bubble economy, ineffi-

cient control mechanisms, unethical behavior, the mis-

conduct of several managers and the ‘‘giant financial-

incentive bubble’’ (Desai 2012, p. 124), the consequences

of these financial scandals have significantly contributed to

a profound corporate malaise and a mistrusted capital

market economy. The recent financial crisis represents the

largest manifestation of many of these disruptive factors

affecting the smooth running of the financial market.

However, the ‘big scandals’ such as Enron and World-

Com did not only take place in the United States. Europe

has also had its share of corporate scandals and governance

B. Soltani (&)

Department of Management Studies, University of Paris 1

Sorbonne, 17 Rue de la Sorbonne, 75005 Paris, France

e-mail: [email protected]

123

J Bus Ethics (2014) 120:251–274

DOI 10.1007/s10551-013-1660-z

failures, which were quite comparable with those of the

U.S. in size and importance. In this respect, the strong

media coverage of the financial matters and the significant

size of the U.S. financial market have been the determinant

factors in providing an extensive public discussion on

financial scandals in the United States compared to Europe.

Evidently, the U.S. cases of financial corporate fraud have

been studied extensively in academic and professional

journals. However, little attention has been paid to similar

cases in other parts of the world including Europe. Indeed,

with regard to the known European corporate failure cases

there are serious deficiencies as far as academic publica-

tions and media coverage are concerned. Cohen et al.

(2010) in their study which provides evidence from the

press concerning the U.S. corporate frauds and manage-

ment behavior highlight the importance of the analysis of

the European cases of corporate fraud as a further research

(p. 289). This shortcoming has also been highlighted in

other papers and by regulatory bodies.

On the other hand, the debate in academic literature on

high profile fraud mainly concerns accounting misstate-

ments, management behavior, fraudulent financial report-

ing, and internal control. Rockness and Rockness (2005)

have suggested further research exploring the interactions

between and within corporate culture, internal control and

societal controls (p. 51). Indeed, corporate fraud goes on at

a deeper level within the company and the environment in

which it operates.

We approach corporate fraud issues from different

angle, our aim being to analyze several central topics in the

American and European contexts from a broad range of

multidisciplinary perspectives including ethics, control

environment, accountability, fraudulent financial reporting,

management compensation package and environmental

factors (bubble economy, law, and regulations). Overall,

the paper aims to provide a broad theoretical discussion on

high profile scandals in six large multinational groups

including three American (Enron, HealthSouth, and

WorldCom) and three European corporations (Parmalat,

Royal Ahold, and Vivendi Universal).

In line with this goal, this paper aims to respond, in two

specific ways, to the need for further research highlighted in

previous studies. First, we extend the analysis of corporate

fraud to a wide range of topics including, but not limited to

managerial behavior, accounting and auditing issues which

were mainly considered in previous papers. Second, the paper

analyzes also the European context, which compared to the

American corporate environment, has not been adequately

examined in academic literature. Thus, the study presents also

a comparative analysis of corporate fraud in the American and

European contexts to identify the common characteristics and

differences at corporate (six selected corporate scandals) and

environmental (US versus Europe) levels.

The specific characteristics highlighted above provide

potential contributions of this research in better under-

standing of the common causes of corporate fraud and

financial failure. In this regard, this research study may

have several academic and practical contributions, partic-

ularly because of multidisciplinary, international features,

and comparative analyses used in the paper.

The paper is organized as follows. After discussing the

research motivation and study’s contributions, we shall

begin with an introduction to our theoretical framework for

the study. This includes the literature review regarding the

main theoretical topics which will be discussed in the paper.

The third section presents research design, the procedure for

selecting and the analysis of the sample companies and

research questions. This section includes a brief presenta-

tion of six selected American and European corporate

scandals. Next we will present the results of our analyses by

referring to three research questions. Concluding remarks of

the study will be provided in the final section.

Research Motivation and Contribution

This paper aims to examine corporate fraud within a broad

theoretical framework by using a comparative analysis of

several multinational groups. The primary motivation of

the study is to analyze the major causes of financial cor-

porate failures. The paper focuses on a comparative anal-

ysis of three American (Enron, operating in energy,

WorldCom, a telecommunication group and HealthSouth,

operating in health care services) and three European cor-

porations (the Italian dairy and foods giant group of Par-

malat, the Dutch group of supermarket chain of Royal

Ahold and Vivendi Universal, the French media group). A

relatively large number of published papers in academic

and professional journals (e.g., Arnold and De Lange 2004;

Baker and Hayes 2004; Brody et al. 2003; Craig and

Amernic 2004; Cullinan 2004; Ferrell and Ferrell 2011;

Hogan et al. 2008; Morrison 2004; O’Connell 2004; Re-

zaee 2005; Reinstein and McMillan 2004; Reinstein and

Weirich 2002; Rockness and Rockness 2005; Unerman and

O’Dwyer, 2004) and several others mentioned in this paper

have discussed the corporate scandals, with special focus

on the American companies. Most of these analyses were

mainly based on fraudulent financial reporting, earnings

management, auditing issues and management misconduct.

However, it is believed that accounting, financial reporting

and auditing do not operate in a vacuum. They are part of

corporate control mechanisms and in that sense may be

subject to management choices.

The analyses presented in this paper go beyond the

financial reporting, auditing, and specific company char-

acteristics. They aim to provide a broad perspective of

252 B. Soltani

123

corporate issues such as ethical climate, leadership and

tone at the top, environmental factors (bubble economy and

market pressure), fraudulent financial reporting and earn-

ings management, control mechanisms and auditing,

managers’ compensation and their personal interests, cor-

porate governance, accountability and risk management

involving several American and European companies.

The second main feature of the study is to analyze the

six cases of corporate failures from the viewpoint of an

extended framework of fraud triangle that we present in

this paper. The fraud triangle is part of the auditing stan-

dards (AICPA, SAS 99 2002) and has been discussed in

auditing and forensic accounting literature (e.g., Littman

2010; Buchholz 2012). Some authors have tried to present

a new fraud triangle model (Wolfe and Hermanson 2004;

Dorminey et al. 2010) or to couple it with other theoretical

framework (e.g., Cohen et al. 2010). Using the six signif-

icant cases of corporate financial failures, we have ana-

lyzed the fraud triangle in a broader sense by taking into

consideration the environmental (e.g., bubble economy and

financial market) and regulatory context as well as the

ethical climate. This approach suggests a critical analysis

towards the fraud triangle and sheds light on its short-

comings as we believe that the current fraud triangle model

does not provide an adequate basis for corporate fraud

analysis.

The third motivation of the paper is to investigate cor-

porate fraud from the viewpoint of company-specific

characteristics and the environmental factors (ownership

structure, coverage in media and academic literature, legal

and regulatory framework and corporate governance

codes). Coffee (2005) studied the U.S. and the European

corporate frauds from the viewpoint of the level of public

and private enforcements and mainly with regard to the

dispersed ownership versus concentrated ownership sys-

tems. Our analysis goes beyond the system of corporate

ownership. It will aim to show the differences arising from

the environmental context and regulatory frameworks, the

topic which has not, to our knowledge, been studied in

previous research.

The aforementioned specific characteristics of this study

provide potential contributions in better understanding of

the root causes of corporate fraud and financial failure. In

summary, the contribution of the paper is threefold. First,

the paper provides an in-depth analysis of the common

characteristics of corporate debacles covering the areas of

ethics, management behavior, corporate fraud, accounting,

financial reporting and auditing, control mechanisms, tone

at the top and leadership, management incentives and

compensation package, corporate governance, account-

ability as well as considering the environmental factors.

This should have the practical implications for regulatory

bodies seeking to reinforce the oversight mechanisms in

the financial market. Second, the paper provides the

opportunity to undertake a comparative analysis of the

American and the European corporate failures considering

the firm-specific characteristics, the legal and regulatory

frameworks and fraud triangle. Above all, as this study

covers a large number of literature review regarding the

above topics, it contributes to the academic literature in

corporate ethics, forensic accounting and corporate finan-

cial scandals.

The Theoretical Framework: Corporate Fraud and Its

Possible Causes

In line with the objectives outlined in this paper and having

reviewed a wide range of published literature and based on

our conceptual analysis, we have identified several areas

which can be considered as the possible causes of corporate

financial scandals. We will first set up a theoretical

framework including a broad range of concepts. The latter

may be considered as the major causes of corporate failures

in general and particularly of those six corporations

selected for the purpose of this study. We have classified

these issues into the six following categories which will

then be discussed. There are certainly interrelationships

between these core areas which will be highlighted in the

discussion.

1. Corporate ethical climate and management misconduct

2. Tone at the top and executive leadership

3. Environmental factors including bubble economy and

market pressure

4. Accountability, control mechanisms, auditing, and

corporate governance

5. Executive personal interest, compensation package and

bonus

6. Fraud, fraudulent financial reporting and earnings

management

These six core concepts are presented in Fig. 1 which

shows our theoretical framework for the first and second

parts of our analyses regarding the common features of

high profile American and European corporate scandals as

well as their differences.

Ethical Climate

There has been concern about ethics of organizations and

ethical behavior in recent years in the capital market and

this issue becomes the main focus of the regulatory bodies

(Kaptein 2010). However, given the preponderance of

unethical behavior sweeping corporations, the concerns on

corporate behavior cannot be limited to fraudulent actions

committed by a few individuals. This issue should be

The Anatomy of Corporate Frauds 253

123

examined in broader terms and at an organizational level.

Rather than considering the managers as the economic

actors in the financial market, it is more appropriate to

examine their role in the light of the commitments that they

have towards their corporations and the parties involved in

the organization.

In this study, we aim to discuss the organizational eth-

ical climate and the Ethical Climate Theory (ECT) as one

of the main theoretical topics in discussing managers’

behavior and corporate wrongdoings. The concept of eth-

ical climate is a multidimensional construct which con-

cerns the ethical culture, tone at the top and ethical

leadership. Trevino and Weaver (2003) defined ethical

culture as those aspects that stimulate ethical conduct

whereas according to Brown et al. (2005) ethical leadership

is usually defined ‘‘as the demonstration of normatively

appropriate conduct through personal actions and inter-

personal relationships, and the promotion of such conduct

to followers through two-way communication, reinforce-

ment, and decision-making’’ (see Bédard 2011, p. 1226).

Climate in an organization is defined as perceptions of

organizational practices and procedures that are shared

among members (Schneider 1975). Martin and Cullen

(2006) stated that there are various types of climates in the

workplace and one of them is the ethical climate, which is

related to the established normative systems of organiza-

tion. Conceptually, ethical climate is a type of organiza-

tional work climate (p. 176) and in that sense, it is

understood as a group of prescriptive climates reflecting

the organizational procedures, polices, and practices with

moral consequences (p. 177).

The idea of ethical climate has been driven from the

theory of ethical work climate developed by Victor and

Cullen (1987, 1988). Victor and Cullen (1988) noted that

‘‘the prevailing perceptions of typical organizational

practices and procedures that have ethical content consti-

tute the ethical work climate.’’ (p. 101). Thus, from the

viewpoint of Victor and Cullen (1988), ethical climates

within organization identify the normative systems that

guide organizational decision-making and the systematic

responses to ethical dilemmas (p 123). As such, ethical

climate is one component of the organizational culture

(Cullen et al. 1989). The study of Victor and Cullen (1988)

is an innovative piece of literature as they tried to employ

both organization and economic theory to propose an ECT.

In their views, ‘‘ethical climate theory brings ethical con-

tent into the mainstream of organization theory’’ (p. 123).

ECT has been examined in several other studies (Arnaud

2006; Martin and Cullen 2006; Wimbush et al. 1997)

which provide evidence of the relationship between ethical

climate perceptions, individual ethical behavior, and indi-

vidual-level work outcome. Wimbush and Shepard (1994)

and Bulutlar and Öz (2009) attempted to show the con-

ceptual relationship between ethical climate and ethical (or

unethical) behavior in organizations particularly with

regard to supervisory influence and the behavior of

subordinates.

Several other research papers considered ethical climate

in relationship with topics relevant to this study. Murphy

et al. (2012) examined the role of ethical climate within

organizations when fraud is present. Using the appropriate

measures capturing motives, attitudes, and rationalization

Fig. 1 Theoretical framework indicating the possible major causes of corporate failures

254 B. Soltani

123

for fraud, they showed that ethical climate plays a signif-

icant role when fraud is present within an organization. It is

associated with motives such as pressure from bosses and

rationalizations such as ‘‘the organization is to blame for

my fraud’’ (p. 19). Shin (2012) conducted firm-level

analyses regarding the relationship between CEO ethical

leadership and ethical climate. The overall outcome of the

study showed that CEOs’ self-rated ethical leadership was

positively associated with employees’ aggregated percep-

tions of the ethical climate of the firm. Duh et al. (2010)

discussed the importance of core values, culture and ethical

climate in the context of family versus non-family busi-

nesses. The authors concluded that family as well as non-

family enterprises maintain positive attitudes towards the

core values with ethical content. However, with respect to

the type of enterprise culture, the results of this study

demonstrated a stronger presence of clan1 culture charac-

teristics in family than in non-family enterprises (e.g.,

Parmalat, Royal Ahold, and HealthSouth). In contrast, non-

family enterprises benefit from a stronger presence of

hierarchical and market culture characteristics compared to

family ownership. Brower and Shrader (2000) observed a

high degree of egoism in profit making companies.

Ethical culture within an organization may also have a

relationship with management perception and the way they

exercise their power. When power is used as the central

explanatory concept, it becomes both a means and an end

and this may lead to organizational deviance (Vaughan

1999). This may be a source of managerial misconduct.

Using a survey study, Kaptein (2010) raises that ques-

tion of whether the ethics of organizations has improved in

recent years. He claimed that the ethical culture of orga-

nizations improved in the period between 1999 and 2004.

Between 2004 and 2008, however, unethical behavior and

its consequences declined and the scope of ethics programs

expanded.

There is no single type of work climate or any clear-cut

criteria to evaluate the ethical climate. Ethical climate

affects a broad range of management decisions. At the

same time, CEO ethical leadership may be an important

factor affecting the ethical organizational climate and

ethical culture (Reed et al. 2011).

In our analyses of six American and European corporate

scandals, we will take an interest in the overall ethical

climate and the aggregated perceptions of organizational

conventions and organizational norms which have been

implemented within corporations in terms of ethics and

code of conduct, committee of ethics, management and

subordinate relationship, reward and control, working

conditions, the dysfunctional behavior of managers, the

moral behavior of managers and the moral atmosphere. To

what extent have normative systems of ethics been insti-

tutionalized in the organization?

Tone at the Top and Executive Leadership

‘Tone at the top’ is the manner in which the company’s

board of directors, senior management and CEO perceive

their responsibilities in setting the tone of an organization.

The organization in turn influences the control conscious-

ness of the employees. These topics are among the six

central themes that we analyze in this study. The CEOs set

by their words and deeds the ethical tone for the organi-

zations. All those who are involved in the firm look to the

top for guidance (Schwartz et al. 2005; Schroeder 2002).

According to Hambrick (2007) if we want to understand

why organizations do the things they do, or why they

perform the way they do, we must consider the biases and

dispositions of their most powerful actors—their top

executives. For this reason, the discussion on the concept

of the tone at the top can be directly relevant to ethical

climate and ethical behavior (Wimbush and Shepard 1994)

as well as executive leadership and CEO ethical leadership

(Reed et al. 2011; Shin 2012).

The tone at the top is established by upper management.

It reflects a supportive attitude towards the control of the

organization’s environment at all times, encompassing

independence, competence and leadership by implement-

ing an appropriate ethical code of conduct within an

organization. The commitment, the involvement and sup-

port of a company’s top management in setting the tone at

the top contribute to increasing a positive attitude among a

company’s personnel. It is essential for maintaining an

efficient internal control system. Management’s policies,

procedures and practices should promote orderly, ethical,

economical, efficient, and effective conduct.

The issue of tone at the top was initially discussed in the

context of financial reporting in 1987 by the National

Commission on Fraudulent Reporting-Treadway Commis-

sion. The Commission stated that ‘‘tone set by top man-

agement—the corporate environment or culture within

which financial reporting occurs—is the most important

factor contributing to the integrity of the financial reporting

process.’’ It was one of three key elements the Commission

identified ‘‘within the company of overriding importance in

preventing fraudulent financial reporting’’ with the other

two being internal audit and audit functions and the audit

committee (p. 11). Since that time, the concept of tone at

the top has been integrated into the Committee of Spon-

soring Organizations (COSO) internal control framework.

The COSO recommendation (2004) emphasized the

importance of the concept of ‘the tone at the top’ or the

‘control environment’, the tone set by top management that

influences the corporate environment. Similarly, the1 Emphases are ours.

The Anatomy of Corporate Frauds 255

123

PCAOB (2007) emphasized the importance of tone at the

top in the auditor’s evaluation of internal control over

financial reporting.

In professional accounting literature, this concept is

mostly used in the context of internal control over financial

reporting and auditing emphasizing its importance in pre-

venting fraudulent financial reporting (Hermanson et al.

2008; Lamberton et al. 2005). Similarly, several research

papers (e.g., Doyle et al. 2007; Ashbaugh-Skaife et al.

2008) found a positive association between the strength of

an internal control system and earnings quality. Hunton

et al. (2011) studied the relationship between the effec-

tiveness of an organization’s internal control system and

the quality of its reported earnings. The authors stated that

‘tone at the top’ perceptions are significantly associated

with board of directors, CEO age, and CEO compensation

and have positive effect on earnings quality. However, the

authors acknowledge that the financial internal control is a

subjective aspect of the control environment, perceived

tone at the top (p. 1217). In this respect, Bédard (2011) in

his discussion on the paper of Hunton et al. (2011) actually

refers to these shortcomings. He suggests further research

on developing and validating a more complex and precise

measure of tone at the top (p. 1226).

Indeed, the framework of control environment (tone at

the top) is much broader than the internal control and it is

not limited to financial reporting. It sets the tone of an

organization, influencing the control consciousness of its

people (COSO 2004, p. 2). It derives much of its strength

from the tone established by the company’s board and

executives. ‘‘Control environment factors include the

integrity, ethical values and competence of the entity’s

people; management’s philosophy and operating cycle; the

way management assigns authority and responsibility, and

organizes and develops its people; and the attention and

direction provided by the board of directors (COSO 2004,

p. 2).2

The CEO is responsible for setting ‘the tone at the top’

and the board of directors is in charge of overseeing his/her

actions to make sure that a strong tone at the top pervades

the organization. However, the personal values of board

members and particularly the CEO who has the ultimate

responsibility in decision-making and in defining the

characteristics of control environment are the determinant

factors in setting the ‘tone at the top’. As stated by Sch-

wartz et al. (2005), ‘‘The tone at the top that they set by

example and action is central to the overall ethical envi-

ronment of their firms’’ (p. 79). In their critical analysis of

recent U.S. corporate scandals, the authors described key

components of a framework for a code of ethics for cor-

porate boards and individual directors including six

universal core ethical values (honesty, integrity, loyalty,

responsibility, fairness, and citizenship).

The management literature also provides evidence that a

CEO ethical leadership and CEO’s values will be reflected

in her behavior, which will shape corporate culture, and

affect the attitudes and behavior of other members of the

organization (Berson et al. 2008). Reed et al. (2011) argued

that values, beliefs, and actions of ‘upper echelon’ man-

agers have significant influence on the culture and climate

of the organizations they lead, as well as on the behavior of

organizational members. Shin (2012) found a positive

relationship between CEOs’ self-rated ethical leadership

and employees’ aggregated perceptions of the ethical cli-

mate in South Korea. Reed et al. (2011) stated that servant

leadership (those who intend to serve the employees and

organization) is more based on the criteria such as moral,

emotional and relational dimensions of ethical leadership

behaviors than competency and performance. They went

on to say it ‘‘may be an effective means to creating ethical

organizational climate and ethical culture’’ (p. 421). Sim-

ilarly, Graham (1995) argues that top management who

serve the goal of organization and the interests of followers

(employees) encourages their development so that they can

function with enhanced moral reasoning and become

autonomous moral agents.

Bubble Economy and Market Pressure

Peter Holgate, the head technical partner at Pricewater-

houseCoopers in London, asks ‘‘how it is that corporate

earnings move upwards in a straight line while the drivers

of those results—consumer demand, stock markets, interest

rates and foreign exchange rates—bump around much

more unevenly.’’ (The Economist, April 24, 2003). The

answer may be found in a significant gap between the

performance of the real economy and the capital market

economy. Soltani (2007) stated that as share prices soared

in the bubble economy, people pointed to the growing gap

between the book value of companies (what appeared in

their accounts) and their market capitalization (value on

stock exchanges) as evidence of the irrelevance of

accounts.

In a disordered and inefficient financial market resulting

from the bubble economy, there would be naturally the

strong effect of market pressure tied to the desire of

management of some publicly listed companies to satisfy

the unrealistic expectation of investors and analysts. The

bubble economy and artificially smoothed earnings have

also had significant influence on the performance and

quality of work performed by the intermediary parties such

as financial analysts and external auditors. Recent auditors’

failures in several corporate scandals show that auditor

performance and audit quality is sensitive to management2 Ibid.

256 B. Soltani

123

earnings behavior which is, in turn, affected by financial

market conditions. Accounting standards based on histori-

cal values may have been a source of misrepresentation of

financial information about companies listed on financial

markets, as in most cases there is virtually no relationship

between the reported earnings3 and operating earnings.4

Similarly the corporate governance and audit committee

in several cases of financial failures were not capable of

taking immediate preventive measures by giving warning

signals to market participants. The reason for this is that

they were either misled by company’s market performance

or they did not function properly. ‘‘As the bubble economy

encouraged corporate management to adopt increasingly

creative accounting practices to deliver the kind of pre-

dictable and robust earnings and revenue growth demanded

by investors, governance fell by the wayside. All too often,

those whose mandate was to act as a gatekeeper were

tempted by misguided compensation polices to forfeit their

autonomy and independence’’ (American Assembly Report

2003, p. 5).

The accounting standards in several cases are also

inadequate and did not contribute to mitigate the effects

that the bubble economy may have on financial statements.

On several occasions, the management of high profile

corporate scandals appears to have engaged in a number of

accounting treatments that while technically acceptable,

are arguably unrealistic or unethical.

There is also an interrelationship between a bubble

economy and a financial-incentive bubble and the use of

financial markets-based compensation at large corporations

and investment banks. It is evident that when there is a

strong relationship between incentives and rewards of top

management and major investors on one hand and the

factors such as corporate performance, the appetite for risk,

and excess returns on the other, this would have effect on

capital market functioning. The efficient allocation of

resources and the evaluation of risk and return should be

based on some rational criteria such as the favorable out-

come for all market participants and not minority groups of

interest. Desai (2012) argued that ‘‘When risk is repeatedly

mispriced because investors enjoy skewed incentive

schemes, financial capital is being misallocated. When

managers undertake unwise investments or mergers in

order to meet expectations that will trigger large

compensation packages, real capital is being misallocated’’

(p. 133).

Accountability, Control Mechanisms, Auditing,

and Governance

With the development of the modern corporation, owners

have delegated a significant part of their powers to man-

agement within the corporation. Modern corporate systems

are strongly characterized by the separation of ownership

and control which has been a significant issue in the

organizational theory. The idea of the separation of own-

ership and control dates back at least to Berle and Means

(1932).5 They were among the first scholars to look at the

inconsistency of interest between managers and stock-

holders. They emphasized the cost these conflicts generate.

The separation of owners from managers reinforces the

need for a number of control instruments which comprise

mechanisms that ensure efficient decision-making, and

maximizing the value of the company. Traditionally, these

mechanisms are included in the company’s structure

(internal control and internal audit). Besides that, in order

to ensure the owners on efficient functioning of internal

control mechanisms and on reliability of financial infor-

mation provided by management, the owners can rely on

independent auditors. The auditors may also contribute to

reducing the information asymmetry between the owners

(principal) and managers (agent) as the former cannot

verify the action of the agent.

The recent financial crises provide evidence of signifi-

cant ‘expectation gap’ between various groups of stake-

holders and management, leading to a lack of public

confidence in the usefulness and the quality of financial

reporting and efficiency of control mechanisms within

corporations. The major criticisms concern widespread

corporate management abuse, lack of efficient internal

control mechanisms within corporations, lack of sufficient

independence, integrity and objectivity among external

auditors, insufficient oversight exercised by regulatory

agencies and, ineffective corporate governance structure

and non-executive directors. An appropriate response to

these criticisms can be found in accountability and having

the possibility to question the stewardship abilities of

management, their willingness to implement effective

control mechanisms, a high level of transparency and

3 Reported earnings include all charges except those related to

discontinued operations, the impact of cumulative accounting

changes, and extraordinary items, as defined by accounting standards. 4 The measure of operating earnings focuses on the earnings from a

company’s principal operations, with the goal of making the numbers

comparable across different time periods. The use of this measure

seems to come from internal management controls used when a

business unit manager is not responsible for managing corporate level

costs.

5 Berle and Means were the first to raise this issue, relating it to the

shift from an economy based on relatively small enterprises, owned

and managed by individuals or small groups of individuals, to one

dominated by large, multi-unit enterprises whose shareholdings are

widely dispersed and whose shareholders are no longer likely to be in

control. According to this approach, company owners, by surrender-

ing control and responsibility over their properties, have surrendered

the right to have the corporation operated in their sole interest.

The Anatomy of Corporate Frauds 257

123

quality of financial reporting, as well as an effective

cooperation with external auditors and corporate gover-

nance structure. An effective coordination and communi-

cative interaction between the parties involved would

contribute to company’s performance.

Accountability in organizations may be defined as the

perceived need to justify or defend a decision or action to

some audience which has potential reward and sanction

power, and where such rewards and sanctions are perceived

as contingent on accountability conditions (Frink and

Klimoski 1998). Accountability is a core concept widely

used in the literature on public administration (e.g. Hall

2012; Koppell 2005; McMahon 1995). Koppell (2005)

proposed a five-part typology of accountability concep-

tions: transparency, liability, controllability, responsibility,

and responsiveness. It also concerns the individuals’ per-

ceptions and feelings about their own levels of account-

ability, and the degree to which they will be required to

answer for others (Royle and Hall 2012). McClelland

(1961) stated that individuals are motivated by three basic

drivers: needs for power, achievement, and affiliation. In

that sense, accountability has a direct link with power,

performance, and responsibility.

At corporate level, the accountability concept concerns

the management perception, the performance and the

effectiveness of formal and informal mechanisms that are

implemented within an organization to respond to share-

holders. ‘‘After all, it is only accountability that legitimizes

the exercise of any power; because it is the only way to

ensure that the power which has been delegated is not

abused – that any conflicts of interest that arise between

those who delegate the power and those who exercise it are

properly resolved’’ (Monks 1993, p. 167).

The high profile lapses of accountability have been

observed in recent financial scandals. Benediktsson (2010)

investigated the cases of several large U.S. accounting

scandals from the viewpoint of the information coverage of

accountability of board members in the media. The author

stated that ‘‘many corporate boards served their connec-

tions to malfeasant executives, forcing them to stand trial

alone. In doing so, they redirected public attention away

from organizational wrongdoing and toward individual

wrongdoing’’. (p. 2207).

Accountability has also direct link with corporate gov-

ernance structure which is the system by which organiza-

tions are governed and controlled. Indeed, as stated by

Soltani (2007, p. 72), corporate governance structure

attempts to solve the central economic and policy problem

of the allocation of power. It also controls the rights of

parties who have the incentives and the information they

need to use resources efficiently to create wealth for cor-

porations. Besides that, conventional wisdom suggests that

corporate management must be held accountable to

ownership, that the directors and officers must be respon-

sible to the shareholders and that this accountability system

sufficiently limits corporate power so as to make it toler-

able in a capital market economy.

The topics of accountability, control mechanisms,

financial reporting, auditing, and governance are interre-

lated. On one hand, the efficiency of corporate governance

depends, to a great extent, on the effectiveness of internal

control and internal auditing systems, candid disclosure of

a company’s financial and business activities and the

mechanisms of accountability and stewardship. On the

other hand, the implementation of corporate governance

should ensure that the controlling parties are accountable to

all other participants who have investments at risk. As

stated by Greiling and Spraul (2010), this point highlights

the importance of information disclosure in accountability

arrangements.

Executive Personal Interest, Compensation Package

and Bonus

The issue of compensation package of senior executives

and the link between the company’s performance and their

personal interests and remunerations have been largely

debated in the public media and academic literature.

Management incentives involves the ethical considerations

(Moriarty 2009, 2011; Kolb 2011; Angel and McCabe

2008; Micewski and Troy 2007). There is also a relation-

ship between executive compensation, earnings manage-

ment, and fraud (Persons 2006; Jones and Wu 2010). The

importance of these issues becomes more significant since

there may be a missing link between corporate perfor-

mance measurement systems and CEO incentive and

compensation plans (Dossi et al. 2010).

The recent corporate financial failures reveal that

despite huge falls in companies’ share values, certain board

members have attributed a large part of corporate funds to

themselves in the form of salary, bonus, and stock options.

The question of whether the substantial remuneration of

CEOs or board members is based on criteria such as per-

formance, merit, skill, and competence or is a product of

‘give-and-take’ and arm’s length negotiation between

management and shareholders requires more in-depth

study. Whether the use of financial markets-based com-

pensation which has direct relationship with earnings

management and quality of earnings is the best rewarding

policy in publicly listed companies? How would be pos-

sible to disentangle skill and merit from luck and oppor-

tunity in corporate management evaluation? The discussion

on these important issues goes beyond the scope of this

paper. However, there is a clear evidence that the imple-

mentation of distorted incentives’ policy in some corpo-

rations coupled with management abuse and fraudulent

258 B. Soltani

123

financial reporting have been accompanied by a severe

decline in public trust, which could take many years to

restore. Desai (2012) argues that financial-incentive bubble

is an integrated part of the capital market economy and is

also one of the causes of bubble economy. He stated that

‘‘in 1990 the equity-based share of total compensation for

senior managers of U.S. corporations was 20 %. By 2007 it

had risen to 70 %’’ (p. 124).

Similar to other economic agents, management is will-

ing to maximize its remunerations and incentives. This

may also be related to egoism which applies to behavior

concerned first and foremost with self-interest and a self-

interest maximizing behavior although this notion was used

in the context of an organization (Victor and Cullen 1988;

Martin and Cullen 2006). In the context of the theory of

ethical decision-making and deontological ethics, Micew-

ski and Troy (2007) explored the concept of ‘moral duty’

as transcending mere gain and profit maximization. The

authors noted that ‘‘widely used compensation schemes

may have the tendency to fuel unethical behavior’’ (p. 17).

From the perspective of business ethics deriving from

the fiduciaries role of top executives, Moriarty (2009)

argued that CEOs have a moral obligation to reject

excessive compensation from the corporation they are in

charge of. It should even be the case when such compen-

sation is the outcome of an entirely arm’s length negotia-

tion and even when it is freely offered by the corporation,

without any undue influence from the CEO receiving the

compensation. Moriarty stated that ‘‘the executive’s duty

not to accept excessive pay [seems] more salient’’ than any

similar duty that might be had by other fiduciaries, because

‘‘what the CEO is charged with promoting for those for

whom he is a fiduciary is the same as what he is paid, viz.,

money’’ (Moriarty 2009, p. 239). In his commentary in

response to Kolb (2011), Moriarty (2011) emphasized that

CEOs have a duty to limit the amount of compensation

they accept from their firms. He claimed that ‘‘CEOs

should accept no more than the minimum necessary to

attract, retain, and motivate them, what he called their

minimum effective compensation, or MEC’’ (p. 686). Kolb

(2011) rejected this argument on the grounds that the

fiduciary duties are moral in character and not necessarily

codified in law. He believed that CEOs cannot be subject to

fiduciary duty since the board of directors sets the CEO’s

pay, so determining the level of her own pay is not a

function of the CEO qua CEO (p. 681). However, in many

cases, due to a close relationship between the CEO and

board of directors and an ineffective corporate governance

structure and the remuneration committee, the CEO has

significant power in the company in setting his/her own

remuneration and bonuses.

The issues of management incentives and their personal

interests can also be discussed in the context of temptations

to manage earnings and aggressive earnings management

in relationship with market expectations. Incentives to

manipulate earnings for the purpose of enhancing earnings-

based compensations are important issues in corporate

governance and accounting literature (Huson et al. 2012).

In the capital market economy, the good performance and

successful outcome of corporations depends, quite natu-

rally, on achieving earnings targets. As stated by Micewski

and Troy (2007), ‘‘on the one hand, earnings targets should

motivate management to conduct business affairs so that

earnings goals can be achieved. On the other hand,

reaching earnings targets at all costs can result in behavior

where the use of any means anticipated to help in achieving

this goal is considered to be justified’’ (p. 18). Above all,

the direct relationship between the company’s market

performance and the management incentives and com-

pensation package may generate another type of conflict in

terms of management–owner relationships based on trust

ad faithfulness. It may be argued that ‘‘a financial markets-

based compensation seeks to align the interests of man-

agers with those of shareholders and to reward the former

in a way that is commensurate with their performance’’

(Desai 2012, pp. 126–127).

The executives’ compensation and their personal inter-

ests may also have a significant impact on corporate

reporting and the likelihood of fraudulent financial

reporting. The potential for earnings management and

executive compensations are important areas of discussion

in corporate fraud (Jones and Wu 2010; Persons 2006).

Management has a dominant position in the company’s

structure, and based on its motivation and incentives, it

possesses a unique ability to perpetrate fraud by manipu-

lating accounting records and presenting fraudulent finan-

cial information. Fraudulent financial reporting often

involves management overriding of controls that otherwise

may appear to be operating effectively. The high remu-

neration and compensation package is one of the issues

defined as perceived incentives in the fraud triangle

framework which will be discussed in the next section.

Fraud Triangle Framework and Fraudulent Financial

Reporting

The corporate scandals involve different types of frauds

and scams. Fraud can range from minor employee theft and

unproductive behavior to misappropriation of assets,

company’s funds and fraudulent financial reporting. How-

ever, because of the significant effects of fraudulent actions

on a company’s financial position and results, the analysis

of corporate fraud is usually presented in literature from the

perspective of accounting fraud and fraudulent financial

statements. ‘‘Traditional accounting fraud is the intentional

misrepresentation of financial statements, punishable

The Anatomy of Corporate Frauds 259

123

criminally or civilly, in order to obtain an advantage

wrongfully, retain a benefit, or avoid a detriment (also

known as financial statement fraud’’ (Shapiro 2011, p. 61).

The corporate fraud is extensively discussed in

accounting and auditing literature but a major part of the

analyses are based on the concept of fraud triangle as

defined in SAS No. 99 (AICPA 2002, Para. 5) ‘‘fraud is an

intentional act that results in a material misstatement in

financial statements that are the subject of an audit.’’ The

concept of a fraud triangle dates back to the seminal work

of the criminologist and sociologist Edwin Sutherland

(1939) and Donald Cressey (1973). In his major book,

Sutherland (1949) coined the term ‘white-collar crime’ and

analyzed the crimes committed by American corporations

and executives. He defined such a crime as one ‘‘com-

mitted by a person of respectability and high social status

in the course of his occupation’’ (Sutherland 1949).

According to Sutherland, ‘‘crime is often committed by

persons operating through large and powerful organizations

and has a greatly-underestimated impact upon our society’’

(Strader 2002, p. 1).

The studies of Donald Cressey, a PhD student of Suth-

erland were mainly focused on embezzlement and

embezzlers and on the circumstances that led fraudsters to

commit fraud and violate ethical standards. He discussed

three conditions of motivation or pressure, opportunity and

rationalization, each of which is present when occupational

fraud takes place.

Over the years, these research findings were used in

defining the fraud triangle which becomes an integral part

of ISA 240 of IFAC, SAS 99, and PCAOB-AU Sec-

tion 316.6 Figure 2 presents the general framework of

fraud triangle. This involves incentive or pressure to

commit fraud, a perceived opportunity to do so and some

rationalization of the act which are commonly referred to

as ‘means, motives and opportunity’. These elements are

influenced by the fraud perpetrators’ psychology. As noted

by Ramamoorti, ‘‘after all, personal incentives and per-

ceived pressure drive human behavior, and the need to

rationalize wrongdoing as being somehow defensible is

very much psychologically rooted in the notion of cogni-

tive dissonance’’ (2008, p. 525).

Firstly, incentive or pressure, which provides a reason to

commit fraud, includes an excessive pressure on manage-

ment to meet financial targets regarding sales or profit-

ability and overly optimistic press releases or annual report

messages. Secondly, the absence of controls, ineffective

controls, or the ability of management to override controls

provide an opportunity for fraud. This may be directly

related to an ineffective monitoring of management

because they have a dominant position, or may be due to an

ineffective board of directors or audit committee oversight

of financial reporting and internal control. Thirdly, some

individuals possess an attitude, character, or set of ethical

values that allow them to knowingly and intentionally

commit a dishonest act. The greater the incentive or pres-

sure, the more likely an individual will be able to ratio-

nalize fraud.

A number of research papers have used the fraud tri-

angle. Cohen et al. (2010) included the theory of planned

behavior to the notion of fraud triangle in order to analyze

the corporate fraud cases released in the press. They

emphasized the importance of personality traits in corpo-

rate fraud and suggested that auditors should take a strong

interest in the behavior and attitudes of managers when

assessing risk and detecting fraud. Hogan et al. (2008)

presented an extensive review literature and discussed

emerging issues in fraud research by presenting research

findings related to the fraud triangle. A number of papers

revisit the fraud triangle and the evolution of fraud theory

for use in accounting instruction (e.g., Dorminey et al.

2012; Ramamoorti 2008). Some authors tried to present a

different approach to fraud triangle by referring to its

weaknesses (e.g., Buchholz 2012; Dorminey et al. 2010;

Wolfe and Hermanson 2004).

Several writers have criticized the statement that ‘‘the

triangle alone is an adequate tool for deterring, preventing,

and detecting fraud because two of the characteristics of

pressure and rationalization-cannot be observed ‘‘...All the

predator seeks is an opportunity. The predator requires no

pressure and needs no rationalization’’ (Dorminey et al.

2010, pp. 20–21). By referring to the shortcomings of the

fraud triangle framework, Brody et al. (2011) emphasized

the importance of behavioral considerations. The authors

stated that auditors’ brainstorming for the purpose of

detecting fraud requires an understanding of the behavioral

Fig. 2 Fraud triangle framework

6 See Soltani (2007) for discussion on ISA 240 of IFAC, 2007 and

PCAOB-AU Section 316 and these three conditions including several

examples of each one.

260 B. Soltani

123

component of fraud offenders (p. 522). Similarly, Ram-

amoorti (2008) stated that fraud is a human endeavor, and

it is important to understand the psychological factors,

including personality that might influence the fraud

offender’s behavior. Littman (2010) criticized the auditors’

evaluation process of the risks associated with the com-

pany’s activities and financial statements and the frame-

work of fraud triangle used by them.

For the purpose of this study, based on our conceptual

analysis of financial fraud we use a modified approach of

fraud triangle as presented below. We believe that, besides

the above comments, the fraud triangle framework has

several major deficiencies: firstly, the analysis of this

framework should be performed by taking into account the

characteristics of control environment (ethical tone at the

top) in a broader sense. Secondly, because of the strong

impact of laws and regulations on corporate functioning

and management decision-making, it is imperative to

consider the fraud triangle analysis in the regulatory con-

text. Thirdly, the analysis of corporate fraud should be

made in conjunction with organizational ethical climate.

Figure 3 below presents our modified framework for fraud

triangle that we use in this study.

Research Methodology

Having reviewed a large number of research papers pre-

sented in the previous sections, we identified six areas upon

which we analyzed six selected American and European

corporate scandals. The analysis of case studies was based

on reading the stories and historical backgrounds of

corporations published in their annual reports, reports of

regulatory bodies (SEC and national regulators), profes-

sional and academic literature, and newspapers.

Research Questions

Based on the objectives outlined in the introduction of this

paper and the theoretical framework built upon the litera-

ture review, we will examine the following three research

questions (RQ). The first two questions (RQ1 and RQ2)

aim to shed light on major factors causing corporate fraud,

their similarities and differences. RQ3 examines the dif-

ferences between six groups particularly with regard to the

specific characteristics of companies and the environmental

effects.

RQ1 What are the common characteristics of six Amer-

ican and European corporate scandals in the areas of (1)

ethical climate, (2) tone at the top and executive leadership,

(3) bubble economy and market pressure, (4) account-

ability, control, auditing and governance, and (5) executive

personal interests and compensation package.

RQ2 What are the major similarities and differences

between the American and the European corporate failures

from the fraud triangle perspective taking into account the

ethical climate, control environment, and regulatory

framework?

RQ3 What are the major differences between six

American and European corporate scandals particularly

with regard to the specific characteristics of the firm and

the environmental factors (ownership structure, coverage in

media and academic literature, legal and regulatory

frameworks and corporate governance codes)?

Sample Companies and Criteria for Selection

We have equally selected three high profile corporate

scandals in Europe and three in the United States. This

choice is based on the following criteria:

• They all occurred within the same period (2001–2003);

• Historically, the six cases are among the largest high

profile financial failures at international level;

• The selected groups are relatively comparable in terms

of capitalization, assets, and revenues;

• The three European groups (Parmalat, Royal Ahold,

and Vivendi) have significant commercial operations

and a strong presence in the United States;

• The European groups (Ahold and Vivendi) were also

listed on the New York Stock Exchange and for this

reason they were subject to similar rules and regula-

tions and accounting standards;Fig. 3 Modified approach of fraud triangle used in this study

The Anatomy of Corporate Frauds 261

123

• The six corporate scandals functioned as activating

factors pushing the regulators in Europe (at national

and European Commission levels) and the United

States to implement the new measures (e.g., SOX in

2002 and EU directives in 2003).

• The selected cases of corporate scandals involve

various failures but of similar nature regarding business

ethics, management by manipulation, control environ-

ment, executive incentive and compensation, fraudulent

financial reporting, control mechanisms, auditing and

corporate governance, mergers and acquisitions, strat-

egy of expansion and internationalization.

Brief Presentation of Corporate Failures of Six Groups

The following section presents a brief summary of histor-

ical background and events regarding the six high profile

American (Enron, WorldCom and HealthSouth) and

European (Parmalat, Royal Ahold, and Vivendi Universal)

financial failures discussed in this paper.7

Enron and Arthur Andersen Affair

The Enron–Andersen story ignited the issue of corporate

accountability in the United States. At one time, Enron was

the seventh largest company by revenues in the U.S. and

was often touted as being an innovative marketer of natural

gas and electricity. On December 31, 2000, Enron’s market

value was $75.2 billion, while its book value (balance sheet

equity) was $11.5 billion. On October 16, 2001, Enron

produced figures that revealed glaring accounting

malpractices.

Enron’s November 8, 2001, Form 8-K filing reported

that it intended to restate previously issued financial

statements that dated back as far as 1997. It also disclosed

that Enron should have consolidated three previously

unconsolidated ‘Special Purpose Entities’, (SPEs) not

included in Enron’s consolidated financial statements.

Enron announced that the company and its auditor had

determined that certain off-balance sheet entities (primarily

a special purpose entity named Chewco) should have been

consolidated in accordance with GAAP. A second ques-

tionable accounting transaction was the improper recording

of a note receivable from Enron’s equity partners in various

limited partnerships.

The Enron’s financial failure also raises a number of

questions about the auditors’ independence and quality of

their work. Arthur Andersen, the auditor of Enron was the

fifth largest auditing firm in the world, employing 85,000

people in 84 countries. On January 10, 2002, Andersen

notified the SEC and the U.S. Department of Justice that

Andersen personnel involved with the Enron engagement

had disposed of a significant but undetermined number of

electronic and paper documents as well as correspondence

related to the Enron engagement.

The WorldCom Collapse

WorldCom went from being one of the biggest stock

market stars of the 1990s to being the largest corporate

accounting scandal in the U.S. (estimated at $11 billion as

of March 2004). In 1983, partners led by former basketball

coach Bernard Ebbers, sketched out their idea for a long

distance company on a napkin in a coffee shop in Hat-

tiesburg, Mississippi. Their company LDDS (Long Dis-

tance Discount Service) began providing services as a long

distance reseller in 1984. Bernard Ebbers was named CEO

in 1985 and the company went public in August, 1989. Its

$40 billion merger with MCI in 1998 was the largest in

history at the time. The company was a favorite with

investors and Wall Street analysts. The stock ran up to a

peak of $64.51 in June 1999. At that time, CEO Bernard

Ebbers was listed by Forbes as one of the richest men in the

U.S.

In October 1999, WorldCom attempted to purchase

Sprint in a stock buyout for $129 billion in stock and debt.

The deal was vetoed by the U.S. Department of Justice. At

the same time, the firm began to unravel with an accu-

mulation of debt and expenses, the fall of the stock market

and of long distance rates and revenue.

The firm made a series of stunning disclosures in early

2002 that lead to a Chapter 11 filing in July of that year.

WorldCom improperly booked $3.8 billion as capital

expenditure, boosting cash flow and profit over the 5 pre-

vious five quarters. This disguised the actual net loss for

2001 and the first quarter of 2002.

The SEC filed a civil action charging WorldCom with a

massive accounting fraud totaling more than $3.8 billion.

The Commission’s complaint alleged that WorldCom

fraudulently overstated its income before interest, taxes,

depreciation, and amortization (EBITDA) by approxi-

mately $3.055 billion in 2001 and $797 million during the

first quarter of 2002 (SEC Annual Report 2002).

HealthSouth Corporate Fraud

Before its collapse in 2003, it was the largest provider of

outpatient surgery, diagnostic and rehabilitative healthcare

services in the U.S. Richard Scrushy was the CEO and

chairman of the board of directors. ‘‘By 1988, HealthSouth

had expanded to nearly 40 facilities in 15 states. The

7 A major part of the information regarding the historical background

of these groups was extracted from their annual reports and

company’s press releases.

262 B. Soltani

123

company acquired most of the rehabilitation services

business of National Medical Enterprise and became the

largest provider of rehabilitation services in 1993’’

(Chaubey 2006, p. 3). The company’s revenues came

substantially from Medicare and for this reason the

changing policy of Medicare in late 1990s had significant

impact on the revenues of HealthSouth.

HealthSouth experienced huge financial difficulties in

2002 and the announcement of the temporarily resignation

of the company’s CEO, was considered as a warning signal

in financial market and stock prices plunged subsequently.

Despite the fact that the company’s financial statements

were materially misstated, ‘‘on August 14, 2002, Scrushy

certified under oath that the company’s 2001 Form 10-K

contained no untrue statement of a material fact’’ (SEC

2003a, p. 1). In 2003, HealthSouth had been charged with

Medicare fraud and SEC also accused the company’s

management of falsifying the earnings, cooking the books,

internal control violations and fraud. The SEC accused

HealthSouth Corporation for overstating its earnings by at

least $1.4 billion since 1999. The SEC Civil Action

(2003a) alleged that when HealthSouth’s earnings fell short

of Wall Street analysts’ estimates, Scrushy directed the

company’s accounting personnel during the meetings of so

called ‘family members’ to ‘fix it’ by artificially inflating

the company’s earnings to match such expectations.

Scrushy had personally benefited from the scheme to

artificially inflate earnings. He had sold at least 7,782,130

shares of the company’s stock during 1999–2001, when the

company’s share price was affected by its artificially

inflated earnings. According to HealthSouth 2001 Form

10-K, from 1999 through 2001, the company paid Scrushy

$9.2 million in salary. Based on SEC Civil Action (SEC

2003a, p. 4), approximately $5.3 million of this salary was

based on the company’s achievement of certain budget

targets knowing that the company attained these targets

through its scheme to artificially inflate earnings.

The founder/chairman of HealthSouth was finally

indicted by a federal grand jury in November 2003 on 85

counts related to a scheme to overstate the company’s

profits by nearly $3 billion. ‘‘The jury found Scrushy not

guilty for his role in the $2.7 billion accounting fraud at

HealthSouth’’ (Malone and Pitre 2009, p. 326).

Parmalat (Italian Corporate Scandal)

The Parmalat scandal has been described by the SEC as

‘‘one of largest and most brazen corporate financial frauds

in history’’ (SEC 2003b). To put this into perspective, by

overstating assets and understating liabilities by approxi-

mately €14.5 billion (PricewaterhouseCoopers 2004, p. 4),

the financial fraud at Parmalat is bigger than the combined

financial frauds at Enron and WorldCom.

In 1961, Calisto Tanzi left university to concentrate on

turning around the small family business, near Parma, Italy.

By 2002, Parmalat was at its peak. It was a corporate giant

composed of more than 200 companies in 50 countries,

employing over 30,000 people in Italy. Before its financial

collapse in 2003, Parmalat was Italy’s eighth-largest

industrial group and a giant in the world market for dairy,

food products and beverages.

From about 1990–2003, the Parmalat Group borrowed

money from global banks and justified those loans by

inflating its revenues through fictitious sales to retailers. At

the heart of the Parmalat scandal lies a letter, purportedly

from the Bank of America, in which the bank confirmed

that Bonlat, a Parmalat subsidiary based in the Cayman

Islands,8 had deposited close to €4 billion with the bank.

Parmalat’s problems came into the open on December

2003, when it had difficulty in making a bond payment

amounting to €150 million. The problems reached epic

proportions when the company made the extraordinary

admission of a ‘black hole’ in its accounts, €3.9 billion

cash that simply did not exist.

Parmalat acknowledged in a press release on December

19, 2003, that the assets in its 2002 audited financial

statements were overstated by at least €3.95 billion. The

company said that its net debt minus liquid assets was

€14.3 billion at the end of September. On December 27,

2003, Parmalat was declared insolvent by the court of

Parma and placed into extraordinary administration by

Italian legislative decree.

The Royal Ahold (Dutch Corporate Fraud)

Before its spectacular collapse in 2003, the group of Royal

Ahold was one of the world’s largest international retail

grocery and food service companies, based in the Nether-

lands and listed on the Amsterdam Euronext9 market and

the NYSE since 1993. In 2002, Ahold was the world’s

third-largest group in its sector with consolidated net sales

of €62.7 billion from around 5,606 stores in 27 countries,

with a consolidated loss of €1.2 billion (Ahold Annual

report 2002). The following year, Ahold revealed more

than $880 million in accounting irregularities at its

Columbia-based U.S. Foodservices unit.

Ahold’s capital worth continued to erode and in a few

days $7 billion of shareholders’ money had disappeared.

As a result of this ‘bad news’, the group became the subject

of a probe by the SEC in the U.S. In April 2003, the group

8 The Caymans, in the Caribbean, has become very famous with the

Parmalat case, but the Cayman Islands is one of the ‘tax havens’ the

most used by international companies. 9 Euronext is the joint market between Paris, Amsterdam, Brussels

and Lisbon Stock Exchanges. This was created in the wake of the

implementation of European financial market.

The Anatomy of Corporate Frauds 263

123

confirmed that the U.S. Department of Justice had issued

subpoenas for company documents, including financial

statements, audits, budgets, board meeting minutes, and

details of a promotional program.

Deloitte Touche Tohmatsu, Ahold’s auditor at the time

of fraud, insisted that it warned the company about

problems in its U.S. unit and said Ahold did not supply it

with full information. The firm had suspended its 2002

audit pending completion of investigation by Ahold’s

supervisory board. Notwithstanding these elements, the

forensic audit by PricewaterhouseCoopers (appointed

auditor after fraud detection) documented lax internal

controls and poor financial and accounting practices by

Ahold.

Vivendi Debacle (French Media Conglomerate)

Vivendi is a media and environmental services conglom-

erate based in Paris, France. In its time, Vivendi was one of

the largest European companies, had corporate officers in

Paris and New York, and had securities traded on the

NYSE. In 1999, the company employed 275,000 people

around the world with consolidated net sales of €41.6 bil-

lion and €2.3 billion operating income.10 The firm had

grown almost entirely through buyouts.

When Vivendi issued its earnings releases in 2001 and

2002, the language was extravagant. A press release dated

March 5, 2002 emphasized ‘‘the excellent operating results

that have been achieved’’ and stated that the results

‘‘confirm the strength of Vivendi Universal’s businesses

despite a very difficult global economic environment.’’ To

cap it all, the firm announced it would pay a dividend in

May 2002 of €1 per share. In fact, at the year-end 2001 and

during the first half of 2002, Vivendi produced negative

cash flows from core holdings such as its entertainment

businesses, indicating that it would not be able to meet its

debt obligations.

In July 2002, Vivendi admitted it was in a critical

financial condition. The company announced a loss of

€13.6 billion for fiscal year 2001, and accumulated debts of

€37 billion-most of which were due to the asset write-down

of the companies. The next year, the loss was €23 billion

and the debt €12.3 billion. The value of the firm’s shares

fell by 70 % and trading in them was suspended on the

Paris Stock Exchange. The board of Vivendi Universal

unanimously asked Messier to quit, and in July 2002 he

stepped down.

Results of Research Analysis

Research Question 1: Common Features

of the European and American Corporate Failures

This research question seeks to identify the common

characteristics of three American (Enron, WorldCom, and

HealthSouth) and three European (Parmalat, Royal Ahold,

and Vivendi Universal) corporate failures. Despite some

differences between these two categories of companies in

terms of firm-specific characteristics, shareholders’ struc-

ture and environmental factors, the analysis sheds light on

their significant similarities. These financial scandals were

caused by the presence of all types of components sharing

several important features notably with regard to poor

ethical climate, greed, corruption, fraud, management

misconduct, lack of effective control and governance

mechanisms, and impaired auditor independence within

these groups. Based on the outline presented in literature

review, we have summarized below the concluding

remarks on each topic.

Ethical Climate and Managerial Misconduct

The concerns on unethical behavior and misconduct in six

corporate failures selected in this study go beyond the

circle of the members of top management. Looking at how

these corporations functioned over the years, there is a

clear evidence of poor ethical climate and lack of com-

mitment to ethical principles and deontology within them.

Poor ethical climate and managerial misconduct show the

‘dark sides’ of these corporations that were all considered

as ‘white-collar crime’ by regulatory agencies (SEC and

other national bodies). Part of the problems was related to

the hierarchical characteristics of organization within these

companies, strong egoism, power abuse, and influential and

authoritative position of CEOs (Kenneth Lay, Bernard

Ebbers, Richard Scrushy, Calisto Tanzi, Albert Heijn, and

Jean-Marie Messier, the CEOs of Enron, WorldCom,

HealthSouth, Parmalat, Royal Ahold, and Vivendi Uni-

versal, respectively).

Three of these companies were run by families

(HealthSouth, Parmalat, Royal Ahold). Our analysis of the

historical background of these companies demonstrates a

strong presence of ‘clan’ culture characteristics. In these

companies the decisions were in fact made on personal

actions and interpersonal relationships. ‘‘Employees act

and feel like part of the family; leadership is considered to

be mentoring’’ (Duh et al. 2010, p. 485). At the same time,

this has reinforced the culture of individual interest,

intimidation, abuse of trust, domination, abuse of power,

emotional abuse, and obedience among the employees,

particularly when the independence of the accounting

10 Major part of the information was extracted from the annual

reports and Form 20 F.

264 B. Soltani

123

department and control mechanisms (internal auditor,

internal controller) is at stake. In three other companies

(Enron, WorldCom, and Vivendi), similar characteristics (a

high degree of egoism, a strong authoritative position, and

influence) can be attributed to leadership. Besides that,

these problems were also coupled with market culture

characteristics in the sense that the top management and

particularly the CEOs tried to influence the company’s

culture by showing a strong tendency for risk-taking, and

aggressive earnings management. In the absence of well-

defined key conceptual issues and core values regarding

ethics, principles of deontology, reward, independent

control and accountability mechanisms, the promotion of

inappropriate conduct to subordinates as followers was one

of the characteristics of unethical climate and corporate

malfeasances in these six groups. To some extent, these

factors explain the reason why this type of organizations

become out of control under market pressure, which in turn

leads to ‘organizational deviance’ (Vaughan 1999).

Tone at the Top and Executive Leadership

Notwithstanding an impressive set of written rules pro-

posed by national regulatory bodies and international pro-

fessional associations (e.g., COSO), the analysis of six

corporate scandals provides a clear evidence of the lack of

appropriate tone at the top. The CEOs who were respon-

sible for setting the tone of company, ensuring effective

compliance, establishing an ethical corporate culture and

code of good conduct and also boards of directors who

were in charge of overseeing the CEOs performance were

not capable of creating an appropriate control environment.

In fact, the boards were ‘‘sleepy-eyed sentries’’ (Schwartz

et al. 2005, p. 96).

The failure, first of all, was due to the lack of willing-

ness of CEOs in defining the core values in ethics and

management code of conduct. They were too big to fail.

Secondly, the relationship between the CEO and the board

of directors was so collusive that there was no room for

implementing control environment which reflects a sup-

portive attitude towards internal control at all times. This

collusion either resulted from the family relationship

between the CEO and board members (HealthSouth, Par-

malat and Royal Ahold) or related to the influential posi-

tion of the CEO who was representing the majority of the

shareholders (Enron, WorldCom, and Vivendi).

Although the concept of tone at the top is not limited to

the responsibilities of the CEO and the board in the areas of

internal control and financial reporting, their responsibili-

ties in these areas were clearly highlighted by legal and

political institutions. For instance, in the case of Enron, the

U.S. Senate’s Permanent Subcommittee on Investigations

stated that ‘‘while the primary responsibility for the

financial reporting abuses…lies with management…those

abuses could and should have been prevented or detected at

an earlier time had the Board been more aggressive and

vigilant’’ (Senate Report 2002). Similar observation was

made with regard to WorldCom ‘‘…although the Board, at

least in form, appeared to satisfy many checklists at the

time, it did not exhibit the energy, judgment, leadership or

courage that WorldCom needed’’ (Directors’ Report 2003).

The permissive attitude of management towards tone at

the top had a significant influence on control culture within

these groups and on the control consciousness of the

employees who had practically no opportunity to question

the possible wrongdoing and misconduct behavior in the

company. The absence of a positive attitude and commit-

ment of top executives towards the control environment

was also a determinant factor in maintaining a week

internal control which became a trigger for corporate fraud.

Our analysis shows that it is not the form of internal control

techniques that has been questioned, but the ways they

have been implemented and their suitability in reinforcing

control culture within these companies. In internal control

process, the essential issues are independence, objectivity,

and scope of control and sufficiency.

Bubble Economy and Market Pressure

Having benefited significantly from favorable stock market

conditions during the 1990s, the collapse of six American

and European companies discussed in this paper coincide

with the stock bubble of the late 1990s, and the puncturing

of that bubble in 2000. The catalyst for these events was a

fierce battle by many top executives of publicly listed

companies to meet investors’ expectations that the corpo-

rations in which investors purchased stock would report a

steady stream of high and ever-increasing quarterly profits

and revenues.

One of the unfavorable outcomes of the bubble economy

is the way the CEOs and top management of six groups had

considered the financial reporting process. This had

sometimes led to a corporate culture that treated financial

reporting as little more than a numbers game. In fact, the

pressure exercised by financial market has opened the door

to opportunistic managers. The management of these six

groups made increasingly aggressive assumptions and

estimates about their business and selected those alterna-

tive accounting practices to report results that would match

the unrealistic analyst expectations they had promoted. The

case of consecutive false earnings announcements made by

the chairman of Vivendi (Jean-Marie Messier) is a good

example of such opportunistic attitude. Similarly, the top

management of HealthSouth regularly held a family

meeting with the company’s accountants for to ‘fill the

gap’, in order to manipulate earnings. The management of

The Anatomy of Corporate Frauds 265

123

HealthSouth used to review quarterly unreported actual

reports and compared the results to analysts and market

expectations. In the case of unfavorable variance, the

accounting and finance department was ordered to fix the

problem.

The top management of these companies has also used

aggressive accounting estimates, ‘income smoothing’ pol-

icies, loss avoidance and all sort of ‘cooking the books’

since the market is harsh on companies that miss their

estimates. Like other corporate failures in the U.S., the

management of the European groups, particularly at Ahold

and Vivendi, searched for ‘loopholes’ in financial reporting

standards which allowed them to ‘flex’ the numbers as far

as possible to achieve their desired aim or satisfy/forecasts

by analysts. The external auditors and audit committees

working as the gatekeepers also failed to detect the

fraudulent actions on time in these three European corpo-

rate failures. This is similar to what happened in several

corporate scandals in the U.S. as highlighted by Coffee

(2005).

The bubble economy occurred in the decade beginning

around the year 2000 also coincides with the appearance of

a similar phenomenon called a financial-incentive bubble.

The CEOs and senior executives of the six corporations, in

contrast to certain other interested parties, particularly the

minority shareholders and the employees, were largely

benefited from the bubble economy by using financial

markets-based compensations since their performance was

evaluated on the basis of high-powered incentive contracts.

Accountability, Control Mechanisms, Auditing,

and Governance

The analysis of six corporate failures provides evidence of

high profile lapses of accountability, lack of efficient

internal control mechanisms, poor quality of external audit,

impaired auditor independence, and ineffective corporate

governance structure especially audit committee. The

internal controllers and auditors were failed to detect and

prevent the fraud. These cases also demonstrate the failure

of corporate governance and audit committees within these

groups in performing their responsibilities to ensure,

through oversight of management, that the company

establishes and maintains internal control to provide rea-

sonable assurance of the reliability of financial reporting,

effectiveness and efficiency of operations and compliance

with applicable laws and regulations. External auditors of

these six groups are responsible for not being able to

exercise their functions in an independent manner and

detect the material misstatements and fraudulent financial

reporting.

As an example of poor quality internal control, in the

case of Royal Ahold when auditors (Deloitte & Touch)

decided to suspend the audit of 2002 fiscal year, another

Big Four auditing firm (PricewaterhouseCoopers) con-

ducted the forensic investigation of the group. They

reported that a total of 275 out of 470 accounting irregu-

larities discovered at Ahold could be related to weak

internal controls (De Jong et al. 2005).

The external auditors in charge of examining the

accounts of six groups were practically failed to detect the

material misstatements in annual and quarterly financial

statements. The Enron–Arthur Andersen story ignited the

issue of auditors’ responsibility in corporate scandals at the

beginning of this century. The Andersen’s chief executive

(Joseph Berardino) admitted that Andersen had made

‘‘errors of judgement’’ in its audit of Enron (Wall Street

Journal 4 December 2001). They considered $51 million as

immaterial when Enron reported income of $105 million

(Brody et al. 2003).

The Andersen failure in Enron’s meltdown had surfaced

again with WorldCom. Ernst & Young, another Big 4

accounting firm ignored early signs of trouble when

examining the HealthSouth’s extraordinary profitability

and quality of internal control systems (Solieri et al.

2009).

The failure of external auditors is not limited to U.S.

corporate scandals. The auditors of Parmalat were not

capable to detect the large scale of fraudulent accounting

operations including a crude forgery of what is later called

‘Buconero’ (Italian for ‘black hole’). This was related to

the company’s statement attesting that that it was holding

€3.95 billion (approximately $4.9 billion) in an account at

the Bank of America in New York City in the name of

Parmalat’s Cayman Islands subsidiary, but the bank’s

confirmation letter had been forged by group. Similar lack

of diligence on behalf of auditors and internal control

department was observed in the case of Royal Ahold ‘Big

Bath’ accounting operations at U.S. Foodservice, a sub-

sidiary of Royal Ahold and ‘cooking the books’ by Viv-

endi’s management.

The analysis of these cases also shows the absence of

effective audit committees (Enron, WorldCom and Viv-

endi) and lack of independent corporate governance

mechanisms (HealthSouth, Parmalat, and Royal Ahold) for

challenging management when they believe management

was not acting in the company’s interests or is performing

poorly.

Executive Personal Interest, Compensation Package,

and Bonus

The review of six corporate failures shows that the CEOs

and senior members of management had largely benefited

from companies’ funds in the form of salary, bonus, and

the stock options. Above all, they often used the company’s

266 B. Soltani

123

money for personal interest. The followings are some

examples of the opportunist attitude of top management.

• Benefiting from a generous contract including salary,

bonus, option-based incentive schemes (Enron, World-

Com, HealthSouth, Parmalat, Royal Ahold), and also

golden parachute (Vivendi),

• Using the company’s money to indulge the personal

whims of CEO and his family (Parmalat, Royal Ahold,

HealthSouth, Vivendi, Enron),

• Maintaining an extravagant lifestyle using company’s

money (Parmalat, Vivendi),

• Using company’s money to buy an apartment in New

York for more than $17 million (Vivendi),

• Insider trading (Enron and HealthSouth).

The CEOs and top management in the six groups had

used the market-based compensation schemes to determine

their remunerations. Using such schemes, ‘‘however,

requires resolving an extremely thorny issue: how to dis-

tinguish between outcomes attributable to skill and those

due solely to luck and make that distinction the basis for

compensation’’ (Desai 2012, p. 127). Besides that, the

existence of several conflicts of interest between the CEOs

and company creates the potential for distorted incentives.

In that sense, the management incentives for higher com-

pensation may have been used by implementing aggressive

earnings management (Jones and Wu 2010) which have

direct link with fraud (Persons 2006) and fraudulent

financial reporting (Soltani 2007).

The absence of an effective corporate governance

structure and particularly the compensation committee

which is responsible for recommending pay packages for

senior management is another major problem in these six

groups. Similarly, the external auditors in charge of the

audit of these groups did not perform a thorough exami-

nation of management compensation packages that may

encourage management’ power abuses. The compensation

plans featuring significant bonuses tied to reported

earnings or other performance targets warrant special

attention.

RQ2 What are the major similarities and differences

between the American and the European corporate failures

from the fraud triangle perspective?

Using the concept of ‘fraud triangle’, we provide evi-

dence regarding six American and European financial

scandals. This analysis demonstrates the gravity of finan-

cial scandals caused by corporate deviance, ethical disaster,

fraudulent financial reporting, greed, corruption, and the

problems regarding management misconduct and the lack

of efficient control mechanisms within these groups.

The analysis sheds light on several critical issues. These

include, for example, the family owners’ desire for more

power and wealth, management’s personal ambition, the

fixing of unrealistic growth rates, dominant CEOs, man-

agement overreaching its authority by overriding control

mechanisms, lack of effective corporate governance and

audit committee, and impairment of auditor independence.

Executives tried to expand the activities of their groups too

rapidly, or siphoned off funds for themselves. Other elements

of fraud mainly include the significant big bath accounting

operations, earnings manipulation, cooking the books as well

as ill-equipped control mechanisms and poor quality external

audit that did not contribute to fraud detection.

Although the analysis of fraud triangle presented here

provides sufficient evidence of management failures in six

groups, the discussion should be expanded to other

important issues such as the place of ethics in capital

market, corporate culture, the passive role of regulatory

forces and intermediary parties, ineffective corporate

governance codes, the lack of effective control environ-

ment and accountability mechanisms (as shown in Fig. 3).

The executives and CEOs are responsible and should be

accountable for irrational decisions and their complacency

regarding corporate functioning and ethical issues. How-

ever, it is equally important to examine the environmental

factors, corporate culture and public policy that may con-

tribute to corporate failures. It is evident that the soft and

flexible regulations, the lax attitude of regulatory bodies

and the absence of preventive measures and disciplinary

sanctions provide favorable conditions for fraudulent

actions. Referring to the case of Enron, Coffee (2004)

stated that Ken Lay (CEO of Enron) indictment is sur-

prising in what it does not allege. Ferrell and Ferrell (2011)

believed that in Enron case, ‘‘there were no allegations of

knowledge or participation in ordering or creating a spe-

cific fraudulent event. The Enron’s CEO was indicted and

convicted more for optimistic puffing than for predatory

fraud’’ (p. 213). Ferrell and Ferrell continued their argu-

ment by stating that ‘‘while Ken Lay may have been guilty

of complacency and the failure to develop an effective

ethical culture at Enron, apparently, most of the charges

against him were not a crime’’ (2011, p. 218).

Similarly, violations of ethics, trust, and integrity tied to

power abuse are at the core of the fraudulent activities

which took place in these six cases and other financial

scandals. Indeed, the ethical corporate culture—including

tone at the top—is the core issue and an effective means of

deterring fraud and corporate malfeasance.

RQ3 What are the major differences between six

American and European corporate scandals particularly

with regard to the specific characteristics of the firm and

the environmental factors (ownership structure, coverage in

media and academic literature, legal and regulatory

frameworks and corporate governance codes)?

The Anatomy of Corporate Frauds 267

123

The following points summarize the major differences

regarding corporate and environmental issues.

Concentrated Versus Dispersed Ownership

All six groups discussed in the study were among the

largest publicly listed companies in financial market. The

European groups have either strong family ownership

(Parmalat, Ahold) or concentrated shareholdings (Vivendi).

Richard Scrushy, the CEO of HealthSouth and his family

also had large stake in company. Enron and WorldCom had

dispersed shareholder structure. Despite several theoretical

arguments in favor of these two ownership structures, both

systems were failed.

The results of our analysis are in line with the arguments

put forward by Coffee (2005) who compared the U.S. and

the European scandals and asked whether European man-

agers are more ethical or if European shareholders are

better off than their American counterparts. Coffee rejected

this idea on the grounds that concentrated ownership

encourages a different type of financial overreaching: the

extraction of private benefits of control. He stated that

different kinds of scandals characterize different systems of

corporate governance. According to Coffee (2005), the

dispersed ownership system of governance (the Anglo-

Saxon system) is prone to the forms of earnings manage-

ment that erupted in the United States, but concentrated

ownership economies (the European system) are much less

vulnerable.

Concentrated ownership may also mitigate agency

problem as a substitute for legal protections. One might

expect that even without strong legal institutions, large

investors have the means and the incentives to monitor

managers. However, as highlighted by Shleifer and Vishny

(1997) ‘‘although large investors can be very effective in

solving the agency problem, they may also inefficiently

redistribute wealth from other investors to themselves.’’ (p.

774). This issue has also been raised by Coffee (2005) who

stated that a controlling shareholder … can rely on a

‘command and control’ system because, unlike the dis-

persed shareholders, it can directly monitor and replace

management.

Evidently, the ownership structure in Parmalat, Ahold,

and HealthSouth addresses the agency problem as the

families had a large interest in profit maximization, and

enough control over the assets of the group to have their

interests respected. The presence of large share holdings in

these groups also bears excessive risk in financing and

investing policies. In Parmalat, despite being listed on the

Milan Stock Exchange, the Tanzi family had a controlling

stake of around 51 % in Parmalat Finanziaria, which

became the holding of the group. Similarly, in Ahold

group, despite its listing on the Amsterdam Stock

Exchange, the Heijn family always kept the control of the

group by attributing ‘founder’ (or ‘priority’) shares to two

sons of the founder.

Media Coverage and Academic Literature

There has been more transparency and public debate on

corporate scandals in the media in the United States com-

pared to Europe. This has also been the case of academic

literature which includes significant number of research

papers and commentaries on corporate scandals. The strong

coverage of the financial matters in print and broadcast

media has been an important factor in providing larger

public discussion on financial scandals in the U.S. com-

pared to Europe. This may be due to the significant size of

the U.S. financial market compared to the European

countries. The other reason may be related to the fact that

after the disclosure of financial scandals, the regulatory and

judicial bodies in the United States in contrast to European

countries became actively involved in investigation and

imposing sanctions including on the European companies

(Royal Ahold and Vivendi) listed on NYSE. This has

provided a better opportunity for the media in the U.S. to

cover the cases. Benediktsson (2010) who investigated the

news coverage of six large-scale accounting scandals

(including HealthSouth) that broke in 2001 and 2002 in the

U.S. noted that ‘‘attention to the adjudication of individual

crimes and the punishment of individual offenders received

the bulk of media attention’’ (p. 2189). Similarly, Cohen

et al. 2010 who examined the role of managers’ behavior in

the commitment of fraud in 39 cases of corporate scandals

in press (including Ahold, Enron, HealthSouth, World-

Com), highlighted the wide coverage of U.S. cases of

alleged or acknowledged corporate frauds in press articles.

The distorted perception of European scandals may also

be related to the point that the public opinion in most

European countries is much more disenchanted than in the

United States. Some authors believe that ‘‘at least in some

European countries (e.g. Italy), most people have feelings

of admired envy rather than of outrage in the face of a CEO

who cashes in a pile of stock options before the market

price of her company’s shares collapses, or even in face of

insider trading violations’’ (Enriques 2003, p. 915).

Stronger Public and Private Enforcements

and Corporate Governance Rules in the U.S. Compared

to Europe

There are several major differences between Europe and

U.S. with regard to legal environment, enforcement efforts

by securities regulators, and the level of disclosure and

corporate governance codes. These differences are not only

limited to the number of legislations and regulations

268 B. Soltani

123

regarding corporate issues which are much higher in the

U.S. compared to Europe, it concerns also the enforcement

intensity and its content. Despite having common law

system, there is high-enforcement legal regime in the

United States. Coffee (2007, p. 14) discussed several major

differences between common law and civil law systems:

• Common law and civil law countries differ markedly in

their regulatory intensity, with the former expending

vastly greater resources on enforcement by a measure-

ment standard;

• In terms of actual enforcement actions brought and

sanctions levied, the United States is an outlier, which,

even on a market-adjusted basis, imposes financial

penalties that dwarf those of any other jurisdiction;

• Public enforcement of law is supplemented by a

vigorous, arguably even hyperactive, system of private

enforcement in the form of class actions. This system

has no true functions analogue anywhere in the world;

• The U.S. prosecutes securities offenses criminally- and

does so systematically.

Compared to the U.S. and based on the above four cri-

teria, the European legal system is much less broader and

vigorous even in the case of ‘core’ offenses, such as market

abuse and insider trading.

In the European context, the problem also comes from

the corporate governance codes. The European codes in

corporate governance are mainly based on the concept of

‘comply or explain’ which implies that a company which

chooses to depart from a corporate governance code rec-

ommendation must give detailed, specific and concrete

reasons for the departure. Although the general introduc-

tion of the ‘comply or explain’ approach provides flexi-

bility in the area of information disclosure regarding

corporate governance, there are also serious shortcomings

in applying this principle in the sense that it reduces the

efficiency of the EU’s corporate governance frameworks

and limits the system’s usefulness. The Green paper

(European Commission 2011) reveals that ‘‘over 60 % of

cases where companies choose not to apply recommenda-

tions, they did not provide sufficient explanation’’ (p. 18).

They either simply stated that they had departed from a

recommendation without any further explanation, or pro-

vided only a general or limited explanation.

Another major weakness of the ‘comply or explain’

concept is that there is no sanction for those who do not

comply. As highlighted by Norton Rose Group (2003), if

explanation rather than compliance is chosen by enough

listed companies, it will become the norm not to comply,

and companies will be less inclined to make the effort to

comply.

However, the discussion on six corporate scandals in

this study provides evidence that neither the regulators nor

the intensity and rigidity of the enforcement actions had

any preventive effect on these cases. Although the U.S.

regulates its financial market considerably more rigorously

than does the European Commission and national regula-

tory bodies in Europe, the number of cases of market abuse

and insider trading are still quite high in the U.S. Arm-

strong et al. (2010) identified 1,822 incidences of

accounting and manipulation restatements, 1,398 account-

ing lawsuit and only 324 SEC Accounting and Auditing

Enforcement Release (AAER) for the fiscal years

2001–2005. The authors acknowledged that AAERs occur

much less frequently than accounting restatements or

accounting related litigation.

Stronger Sanctions and Disciplinary Policies in the U.S.

Compared to Europe

The SEC has imposed severe financial and criminal sanc-

tions on three U.S. groups (Enron, WorldCom and

HealthSouth). Coffee (2007) estimates that in terms of the

aggregate private and public civil enforcements, the total

monetary sanctions imposed in the United States by the

SEC and class actions plaintiffs came to either $5.3 billion

or $11.5 billion (depending on whether one excludes the

WorldCom class action settlement (p. 39). In the case of

WorldCom, the SEC imposed a fine of $2.25 billion on the

company which was later reduced by bankruptcy court to

$750 million. In addition, four of WorldCom’s executives

were prohibited from serving as officer, director or

accountant of a publicly held company. Based on Coffee

(2007) and Karpoff et al. (2007), in the case of WorldCom

the Department of Justice fined CEO (Bernard Ebbers), its

CFO (Scott Sullivan), and four others, resulting ultimately

in combined sentences of 32.4 years and $49.2 million in

restitution. A parallel private class action settled in 2005

for $6.8 billion, which was mainly paid by banks and

financial institutions that worked with WorldCom (Coffee

2007). Enron and HealthSouth were also subject to finan-

cial and criminal sanctions imposed by the SEC and

Department of Justice.

The cases of the European groups (Parmalat, Ahold, and

Vivendi) were investigated by public prosecutors in Italy,

the Netherlands and France. Because of their activities in

the U.S. or their presence on NYSE, the SEC, and U.S.

Department of Justice have conducted a criminal investi-

gation against these groups. In the case of Parmalat and

Royal Ahold, in order to avoid any problem of double

jeopardy, the SEC and U.S. Department of Justice pursued

these groups under national jurisdictions rather than U.S.

law. The most severe penalties were taken in the case of

Parmalat. On December 9, 2010, a court in Parma found

The Anatomy of Corporate Frauds 269

123

the CEO (Calisto Tanzi) guilty of fraudulent bankruptcy

and criminal association and sentenced him to 18 years in

prison. This sentence was confirmed in December 2011 by

the Italian justice. Several other executive members of

Parmalat were also condemned to prison sentences. They

were also ordered to pay the amount of €2 billion ($2.71

billion) to the group and compensate the other shareholders

for 5 % of the share values. In the cases of Ahold and

Vivendi, the authorities had reached a settlement by

imposing mainly monetary penalties. Vivendi group agreed

to pay $50 million civil money penalty into a Sarbanes–

Oxley ‘‘Fair Fund’’11 (Vivendi 2003).

Concluding Remarks

This paper examines the six American and European

financial scandals by analyzing a broad perspective of

corporate issues including ethical climate, leadership and

tone at the top, bubble economy and market pressure,

fraudulent financial reporting and earnings management,

accountability, control mechanisms and auditing, corporate

governance, management compensation, and personal

interests. The study also considers the legal and regulatory

frameworks.

The analysis of these corporate scandals demonstrates

that, the ethical dilemma has been coupled with ineffective

boards, inefficient corporate governance and internal con-

trol, accounting irregularities, failure of external auditors,

dominant CEOs, greed and a desire for power and the lack

of a sound ‘ethical tone at the top’ policy within the cor-

porations. Poor ethical climate and lack of willingness of

CEOs in defining the core values such as accountability,

control, deontology, independence, integrity and responsi-

bility led to organizational deviance. A deeper problem

was the use of inappropriate financial reporting and

accounting systems as well as ineffective internal and

external audit which did not permit the detection of the

factors of fraud risk in time. The analysis also provides

evidence that the corporate governance and audit com-

mittees in several cases of corporate scandals were not

capable of taking immediate preventive measures by giving

warning signals to market participants.

The analysis presented in the paper sheds light on the

fact that, despite major differences between the U.S. and

the European environments in terms of political institu-

tions, laws and regulations as well as corporate culture and

managerial practices, there are significant similarities

between six high profile corporate failures. The similarities

between these corporate failures were also observed in the

analysis from the fraud triangle perspective. The analysis

also provides evidence of distorted incentive schemes,

remarkable levels of top management compensation via

financial markets-based incentives and the close relations

between repeated corporate governance crises and ill-con-

ceived managerial incentives created by these instruments.

The causes of corporate failures should also be investi-

gated with respect to environmental factors. On one hand,

the bubble economy and financial market pressure and also

the perception of market participants on ‘they were too big

to fail’ have led to the unfavorable conditions affecting

these groups. The fact that CEOs and senior executives can

dictate the timing and levels of market-based compensa-

tion, the market condition has indeed tremendous impact

on their decisions. On the other hand, the soft and flexible

regulations, the lax attitude of regulatory bodies and the

absence of preventive measures, sanctions, and disciplinary

policies provided favorable conditions for fraudulent

actions within these groups.

The evidence of ineffective control mechanisms and

poor corporate governance policies implemented within

these groups reinforces the idea that corporate executives

should not be allowed to make arbitrary decisions to use

other people’s wealth for their own interests or even for

what they believe to be in the corporation’s interests.

Shareholders need to have effective accountability mech-

anisms in place for challenging management when they

believe management is not acting in their own interests or

is performing poorly. More importantly, the essential

question would be how to integrate ethical tone at the top

in financial market and in the company’s culture in order to

implement control mechanisms in such a way that fraud-

ulent behavior can be mitigated.

The multidisciplinary, international features and com-

parative analyses used in this research study may provide

several academic and practical contributions. First, from

the academic perspective, this study provides an innovative

approach by examining a wide range of possible causes of

corporate financial scandals regarding ethics, management

behavior, corporate fraud, accounting, financial reporting

and auditing, control mechanisms, tone at the top and

leadership, management incentives and compensation

package, corporate governance, accountability as well as

considering the environmental factors (bubble economy,

laws and regulations). The examination of these important

issues within a theoretical framework including six core

topics may be considered as an innovative approach in the

analysis of the causes of corporate fraud. Indeed, the pre-

vious academic literature mainly examines the issue of

corporate fraud in relation to accounting misstatements,

management behavior, fraudulent financial reporting,

11 In the Fair Funds provisions of the SOX Act of 2002, Congress

gave the SEC increased authority to distribute ill-gotten gains and

civil money penalties to harmed investors. The Commission has

returned more than $4 billion to investors for the period 2002-august

2008 (SEC 2008).

270 B. Soltani

123

internal control, and auditing. However, the evidence

shows that corporate fraud goes on at a deeper level within

the company and the environment in which it operates.

Second contribution of the paper relates to an in-depth

comparative analysis of high profile American and Euro-

pean corporate failures presented here. Most previous

research studies discuss the cases of financial scandals in

the United States. However, the series of corporate fraud

and scandals of several European multinational groups

during the period of 2001–2003 clearly show that Europe

had its share of corporate scandals and governance failures,

which were quite comparable with those of the U.S. in size

and importance. This study also aims to respond to the

serious shortcomings of the discussion on the European

cases as far as academic publications and media coverage

are concerned.

Furthermore, regarding the fraud triangle, this study

does not limit the analysis of corporate fraud to definitions

and discussions provided in the auditing standards of SAS

99 or ISA 240 of IFAC. The analysis is presented by using

an extended framework of fraud triangle in a broader sense

by taking into consideration the environmental (e.g., bub-

ble economy and financial market) and regulatory context

as well as the ethical climate. The approach used in this

study is considered as a research contribution because it

provides a critical analysis towards the auditing standards

of fraud triangle and also sheds light on its shortcomings as

we believe that the current fraud triangle model does not

provide an adequate basis for fraud analysis. Above all, our

discussions include specific characteristics of the company

and the environmental factors (ownership structure, media

coverage, legal and regulatory frameworks and corporate

governance codes), the topics which are rarely or not suf-

ficiently discussed in previous studies.

Overall, we believe that the different analyses presented

in this study with regard to common characteristics of

corporate debacles provide potential contributions in better

understanding of the root causes of corporate fraud and

financial failure at international level. The paper may also

have practical implications for regulators and standard

setters seeking to reinforce the oversight mechanisms in the

financial market. Similarly, the analyses may be useful for

listed companies and professional bodies which intend to

improve their codes, policies or practices in corporate

governance or different areas discussed here.

Although this study examines the cases of significant

corporate failures in a broader context, further research can

explore other areas of interest. For instance, in our analysis,

we equally selected three American and three European

groups among high profile corporate failures in recent

years. A further study can extend the sample size consid-

ering the companies and financial institutions at interna-

tional level.

For the purpose of this study, we reviewed the historical

background of corporations published in their annual

reports, reports of regulatory bodies (SEC and national

regulators), professional and academic literature, and

newspapers. A deeper inquiry may be made in order to

understand better the inside story of these or similar cases.

Having considered the significant size of these corporate

scandals and massive financial fraud, there are certainly

other reasons which may explain the causes of such orga-

nizational deviance.

Another area that could be further explored is an in-

depth analysis of these cases from the legal and regulatory

perspectives. In this paper, we examined public and private

enforcements as well as sanctions and disciplinary policies

in Europe and the U.S. We did not present all our obser-

vations because this was not the major objective of the

paper. This research issue and the results will be presented

in another study. One area of research could be the analysis

of such cases by referring to court documents and reports

disclosed by political institutions and regulatory bodies. It

would also be interesting to examine the corporate scandals

from the viewpoints of CEOs, senior executives, and

intermediary parties (external auditors, financial analysts).

It would certainly be useful to listen to their stories about

the possible causes of their failures [e.g., the paper of

Ferrell and Ferrell (2011) which is mainly based on the

interview with Ken Lay the CEO of Enron)].

Acknowledgments The author would like to thank Professor Alex

Michalos, editor-in chief of the Journal for his careful follow up and

feedback. I would like to express my special appreciation to reviewer

1 for providing valuable recommendations and advice during the

review process. The helpful assistance provided by the Springer’s

staff is very much appreciated.

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