House Meddles in FASB Matters

So now we have our answer: The U.S. House of Representatives has decided that every child is above average, it has banned car accidents, and it has determined that the whole darn country would be a heck of a lot happier if we just outlawed "sad."

Make any sense to you? No? Then you'll find it equally perplexing that 312 members of the House voted to block the independence of our leading accountants from making an accounting ruling over whether a part of compensation should actually be counted against earnings.

And yet that's exactly what happened. So while Microsoft (Nasdaq: MSFT  ) did one of the most shareholder-friendly things it has done in years in proposing to pay out billions of dollars in a special payment to its shareholders, its technology brethren pulled out every stop they could to do the exact opposite -- convince elected officials that they would be protecting the economy by providing shareholders with inferior information.

And 312 bozos in the House bought it hook, line, and sinker, voting for the Baker Bill, which seeks to restrict the independence of the Financial Accounting Standards Board (FASB) as it seeks to require companies to provide investors a more accurate portrayal of how much in company resources are going to compensate employees. "Protect the economy? I can take that back to my constituents!" It seems they are willfully blind to what happened the last time they stood between the FASB and good accounting. It's as if they fail to see the irony of a body that uses dishonest accounting methods for its own books (so dishonest, in fact, that any public company official signing off on them would end up in jail) and would dare to try to step in and tell the FASB, a non-political accounting body, how to count.

Never mind that stock is a currency with value. Never mind that the amount of money that shareholders have lost in misallocated capital decisions made in no small part because income statements distended with unaccounted stock options hid companies' true economic performance. Never mind that it is impossible for inefficient streams of information to create anything of economic value. All we're talking about here is the House's willingness to place the rights of the few over the interests of the many.

The trouble is that there are so many investors, all with different interests, that we're faceless. Some 90 million American investors, and we're invisible to lawmakers, because the costs of such pernicious expenses as unaccounted stock options are hidden to us. We cannot see the few dollars that leach out of millions of investors' accounts each year because they take a net profit number like it is gospel from a company that grants 5%, 6%, and 7% of its shares each year to executives and employees.

Worse information doesn't beget better economics. That is simply laughable. It simply gives an advantage to those who control the information over those who do not. When a company can grant 19% of its share base in a single year in options without counting a single one against earnings, like Brocade (Nasdaq: BRCD  ) did in 2000, while telling people it is earning a profit, it's not the sophisticated investor who is going to be buying away, thinking he's getting in on something great. It's the one who doesn't know the difference. That's sickening, and the Baker Bill sends these millions of people up the river.

It is no small measure of the bankruptcy of the position of the big technology companies like Sun Microsystems (Nasdaq: SUNW  ) , KLA-Tencor (Nasdaq: KLAC  ) , and Intel (Nasdaq: INTC  ) that the bill they had to line up behind admits that stock options to employees are in fact an expense. The Baker Bill determines that it would be an acceptable compromise for only the five highest-paid executives. We might consider additional measures to ignore the bonuses for all but the top five, ignore insurance costs for all but the top five, ignore accounts payable for all but the biggest five suppliers, and maybe we can just round the S&P 500 down and call it the S&P 5.

You see, if this were actually about a principle rather than an advantage that these legislators could grant to their biggest contributing constituents, such a logic-addled suggestion would have never come to light. The person who suggested it would have been laughed out of most rooms, just as the suggestion that the valuation for those that would be expensed are valued as if the stock doesn't fluctuate from the day of grant. Maybe our congressmen and congresswomen would like to ask the leading accountants in America what they think of the idea? Oh, wait, that's right -- these are the very people who are being told to keep their paws off of accounting.

No, there's no principle involved. Nor should those who are worried about their own stock options grants (which their own companies, not the proponents for expensing, threaten to take away) think for a second that this is about denial of just payment to them. Personally, I love it when companies expense options and grant a ton of them. It removes the certainty of guaranteed payment from the company and the shareholder onto the employee -- makes him or her a stakeholder. It also takes all of that risk and puts it on the employees.

But that's not what the fight is about -- as those who are desperate to keep the expense off their income statements would have you believe. It's about information, and that's it. It's nothing more than a conspiracy to keep you in the dark, and 312 of our own elected officials stepped right up and voted for this very thing. Fortunately, the Senate is unlikely to even vote on its own version of the bill (S.1890), as neither Senate Banking Committee Chairman Richard Shelby (R-AL) nor Minority Ranking Member Paul Sarbanes (D-MD) think that Congress ought to be meddling in the affairs of FASB.

Let your senators know where you stand on this issue. There are 90 million of you, with hundreds of billions of combined assets in the American equity markets -- it's time to quit being invisible. The few have the ears of our officials -- they have tremendous financial power, and sadly, that's the way Washington works. Let Washington know that we don't need this kind of "favor," and just maybe for once big donations won't be able to defeat the common good.

Bill Mann owns none of the companies mentioned in this story. He is a member of the Financial Accounting Standards Board's User Advisory Council.


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