The Causes for Parmalat Scandale Finance Essay

The Parmalat scandal of January 2004 had caused chaos around the world. Not only did the empire collapse and the CEO Calisto Tanzi had been jailed, but several major players of international finance came under scrutiny. The securities exchange commission considers the Parmalat scandal as one of the biggest and extremely audacious associated financial trickery or deception in the record. The scandal followed the Enron and WorldCom scams which offered a good opportunity to juxtapose the collapse on both sides of the territory. Often dubbed as "Europe's Enron, theParmalat scandal had created a benchmark for the most eminent problem associated with the continental European governance, where a controlling shareholder exploits the company instead of managing it. The governor of Parmalat had a hint of deficient, whereas Enron was well-structured. Ironically, Parmalat was enjoying the benefits of a good investment grade credit rating which helped them to raise money from the investors. This highlights the loophole which was persistent in the capital markets because it was unable to take the governance flaws of the company into consideration. On the other hand it can be said that the markets depreciated the apprehend speculative and have boosted too much on the auditors. As in all financial collapses, our attention is turned towards the gatekeepers who are responsible for such mayhems. The two of the biggest auditing firms, Grant Thornton International and Deloitte Touche Tohmatsu were unable to detect the frauds. The international banks which top certainly has also alleged regarding the Parmalat executives in developing the perplex transactions which is required to keep the transparent picture of the company in the dark. Professor John Coffee indicated with reference to the Enron scandal, out that the Parmalat scandal is up till now one more example of the allied administration inadequacy of undaunted auditors.

THE CAUSES FOR PARMALAT SCANDALE

The most distinctive feature of the company was their recurring high levels of cash and debt. Its policy of disclosure was also pronounced by the indifferent and arrogant type of approach by the management towards its analysts and investors. Nevertheless, Parmalat was not considered a "faith stock". In October 2002, the association made a bond copy of 150 million and immediately after the month another copy value Euros 200 million. These issues alerted the market as Morgan Stanley Ltd. Merely as book runners. The arrogance of management of Parmalat was a regular highlight for numerous reports. A Merrill Lynch report analyst address that the key issue which reversed everyone's attention is why the group continues to approach the market for proportionately small, yet often quite circuitous debt issues, even after its cash pile persist to rise. In March 2003, Assogestioni, an Italian asset management association wrote a letter to Parmalat condemning the lack of transparency of the group. Mr. Tanzi organized a meeting in Milan the very next month announcing that the group CFO, Mr. The tone had resigned for their new CFO Mr. Ferraris. This announcement made a positive impact on the markets and the stock prices soared. Mr. Ferraris had assured that the group would now use its cash reserves to pay off its debts. However, it was discovered in June that the group had privately placed a new bond wholly signed by Nextra, the asset manager of the BancaIntesa group. The money involved in the pending bonds was still unknown. When questioned, Parmalat told in its defense that it had bought back some of its own bonds, though the numbers did not match. Consob, the Italian watchdog began to put more pressure on the group forcing them to be more explicit. But at this stage any further communication seemed it have raised more problems than solving tithe watchdog was also keeping an eye on Parmalat's statutory and external auditors, Delloite. On the 31st October Consob address to Parmalat, its statutory auditors and their external auditors requesting for abounding erudition. In the intervening time, the endurance of an unreported agreement between its Swiss subsidiary and a Citigroup complemented company Buconero came into light. This news created a major uproar in the market. On 8th December 2003, Parmalat expands the news in the market that it's open ended mutual fund agency Epicurum was not having the talent to liquidate Parmalat's interest. The same day a bond was maturing on the group and Parmalat declared that it could not pay that as well. This had an impact in Standard and Poor to grade downwardly to bonds of Parmalat and ultimately to status of junk bond. The succeeding day resulted in Mr. Tanzi addition in private that the records of the company were not true and ultimately could dispose of the company to the investors of America. Consob also inquired Grant Thornton to look into if whether Parmalat's account at Bank of America was not fake. The bank incurred and approved that it was not. On the other hand the management of the group finished the destruction of all the documents and hardware which contained evidence of the fraud. Criminal investigation started and on 23rdDecember 2003, Parmalat Spa was announced financially ruined. The same day Mr. Tanzi was put behind the bars. Parmalat revealed certain prominent features which are in correlation with firms facing catastrophic financial failures; massive growth, questionable accounting and accountants, inefficient performance, political networks, a dominating shareholder, complicated organization structure and functioning mystery.

RESPONSE OF CIVIL AND POLITICAL BODIES

The Parmalat scandal called in for an array of civil litigation from the European Union and others as well. In January 2004, the US class commotion barrister brought legal charges against an assortment of accused between which were Tanzi, Tonna, Zinni and the auditors (The Parmalat scandal | World Finance. 2012.A The Parmalat scandal | World Finance. [ONLINE] Available at: https://www.worldfinance.com/home/special-reports-home/the-parmalat-scandal. [Accessed 20 August 2012].). The Commissioner in charge of Parmalat agreed to abide by the extensive provisions relating to corporate governance and shareholder participation as well as cooperating with the SEC investigation. In August 2004, Parmalat's Commissioner brought legal charges against US Grant Thornton US and Italy, the Swiss Association of Deloitte Touche Tohmatsu, and constituent and associated corporation (The Parmalat scandal | World Finance. 2012.A The Parmalat scandal | World Finance. [ONLINE] Available at: https://www.worldfinance.com/home/special-reports-home/the-parmalat-scandal. [Accessed 20 August 2012].). The commission alleged that their audit services were part of core issue and being members of the network they are to be held liable for the damages as agents. He also added that both of them failed to properly audit the company and its transactions. The commissioner further took action against the Citibank and Bank of America. In Italy near about 7000 financier assembled in as civic petitioner. This was an unprecedented number in Italy and it highlighted the differences pertaining between class action mechanisms and individual participation in legal proceedings. The scandal became a political debate on the grounds of distribution of powers amongst the Italian supervisors. The Bank of Italy was attacked and criticized for not being able to discover the true picture of the information provided by Parmalat. The Parliament established a joint committee to analyze the Parmalat scandal and also for drafting a new law relating to the capital markets. After a year, no legislation has been produced. The debate concerning the distribution of powers between Consob and Bank of Italy was still ongoing. A parallel issue in the Parmalat scandal was the political debate regarding class actions, as it was noticed that investors took action in the US whereas in Italy nothing happened until the criminal trial in Milan had commenced. It continues without defining that the mechanism of class action is understandable to provide with an answer to the actions of investor that had been developed in the United States. But the same cannot explain why also Parmalat acted on the US and did not consider fighting against the Grant Thornton, Deloitte, Citigroup and Bank of America in its local jurisdiction. Hence, it can be seen that Italian political debate is misconstrued and will not lead to any significant advance in solving the problems relating to Italian civil justice.

WEAK CORPORATE GOVERNANCE

The Corporate Government's Code approval has had a transmutation to BorsaItaliana in 1999 which has approve the responsibility of assignment of administrator which was liberated in status. But the concept was loosely defined and frequently misunderstood in practice. Parmalat stated that four out of its thirteen directors were independent but never mentioned their names until 2002. It was evident that the non-executive directors of Parmalat had never supervised managers. They accepted procedures which were inadequate. The structure of the company has always had a requirement of a great amount of hard work and understanding of financial matters. But they were not interested in going into the details of the business. The fact is that Italy has no prominent cases of lawsuits against the directors of a solvent company. They face law suits only from bankruptcy receivers. Hence, unless the company goes bankrupt, there is nothing the directors should be afraid of. Since the 1st half of 1999, Grant Thornton has been Parmalat's auditor (The Parmalat scandal | World Finance. 2012.A The Parmalat scandal | World Finance. [ONLINE] Available at: https://www.worldfinance.com/home/special-reports-home/the-parmalat-scandal. [Accessed 20 August 2012].). As per the Italian law, the auditors are assigned for 3 years and later can be re- instated twice. After 9 years they had to beaccmodated. It was a problem for both, GT and the company if the new audit firm would discover the true picture of its frauds related to its offshore entities. Moreover, the auditors are often appointed by director's recommendations. They might be the ones who have worked with them before. In such scenarios the auditor ends up being just a consultant instead of having a Scrutinizer's attitude. The Italian appendage organization Deloitte &Touche Spa. Was assigned responsibility as Parmalat'sbasic auditor in 1999 (The Parmalat scandal | World Finance. 2012.A The Parmalat scandal | World Finance. [ONLINE] Available at: https://www.worldfinance.com/home/special-reports-home/the-parmalat-scandal. [Accessed 20 August 2012].). It was already involved in consulting services to Parmalat. It was known that a controversial transaction of Parmalat involving its main Brazilian unit was made by Deloitte's corporate finance team. The relation of Deloittes and Parmalat raised some eyebrows and comparisons with the Enron scandal. A Brazilian auditor who was not satisfied with the information given by the parent company was removed from the Parmalataccount. The company had also statutory auditors. They perform basically 2 functions: the company compliance with laws and relevant statutes and to monitor the management of the company with regards to sound management structure and technique. But here again, their role is influenced by the controlling shareholders who appoint them. The CFSA wanted the listed companies to incorporate clauses in their articles to include minority shareholders for appointment of the statutory auditors. But this was criticized by a few on the basis that the minority shareholders had no right to take such major decisions of the company and they just want to have an insight into the relevant insider information of the company. However, Parmalatacknowledged the splinter group stockholder to have 3% of the voting rights to assign responsibility of the statutory auditor. In 1999, they were advantageous in nominating the auditor to the board. But at the end of her 3 year term, the audit firm decided that they were not ready for a reappointment. This declaration was an alarm signal for the market players. Many funds sold off their Parmalat shares and thus at the next general meeting of 2002, the institutional investors (minority shareholders) were not able to meet the minimum threshold and thereby not able to appoint the statutory auditor for the minority shareholders. We have discussed that there are times when the statutory auditors are considered unreliable gatekeepers as they are influenced by controlling shareholders and as a result of which they are often complacent and not investigating correctly. But along with this, there are more reasons that make the Italian corporate governance structure peculiar. Firstly, the auditors who were statutory in nature did not actually seem to fit the incentives of the market as on account of the role of gatekeeper. Secondly, the Consob relies heavily on the findings of the statutory auditors. Since Consob considers the auditors its "eyes and ears" the wrong findings and deviations are not scrutinized and it consequently results in eroding quality of public enforcement. A different role must be assigned to the Securities Commission on a proactive basis. There must be limits reliance on the statutory auditors. In fact they should be under stringent scrutiny by Consob to evaluate their performance of their monitoring duties.

CHANGES OR REACTION OF EU REGULATIONS AFTER THE SCANDAL

The Parmalat affair like the Enron and WorldCom affair has sent a shudder through the world of international finance and raised a plethora of questions on corporate governance, regulations and supervisions. The response of the European Union to the Parmalat fraud has been massive. It is receiving the most urgent scrutiny of those times. The four most important avenues of scrutiny are as follows: Wide ranges policies- There is a wide range of policies which will materialize to improve the matters in the future. The Financial Services Action Plan accommodates amplitude like the Market Abuse Directive and Prospectus Directives which are in the application level. Measures like the Investment Services Directive was also adopted which ensured that the investors enjoy a high level of protection while transacting with investment firms in Europe. IAS and Financial reporting- The commission followed a principle-based approach in financial reporting which would reflect the economic reality and give a true and fair view of the financial position and performance of the company. The application of IAS embellishes the acknowledgment of necessities along with the Transparency Directive. All these measures enhanced the power of the concerned authorities to act and take decisions. Audit change- The impact of the Parmalet scandal has been signed on the auditors and accountants without a doubt. Control on auditors has been constricted and only the four major firms remain which audits 95% of the FTSE 300. The Commission also checked their corporate governance and statutory audit strategies. The proposals look forward to independent oversight, strengthened inspection, stronger ethical and educational principles as well as high quality audit standards. The areas of corporate governance which are which worked on being- the role of non-executive directors, director's responsibility for company accounts and full disclosure in the company accounts of offshore Special Purpose Vehicles. Company Law and Changes in Corporate Governance- In May 2003, in the EU, the commission presented and action plan on Regenerating Company Law and Enhancing Corporate Governance. It generally strives for enhancing the rights of shareholder and ultimately enhancing the efficiency level and level of competition of business and forcing again to protect the employees and the company's creditors. Transparency and Disclosure- The two components namely transparency and disclosure helps to develop a link between the internal and external governance of corporations. External auditors play an important role in transparency and disclosure. They must be competent and independent and must be able to prevent disagreement if required

Whether these changes were in place earlier?

No, these changes were not in place earlier because if these changes had been done, there would have been no mishap or scandal from big companies. Loopholes were filled in by creating certain regulations and enacting various laws. The companies were taking enough advantage of various loopholes left open for the company to take advantage and further defaulting the stakeholders for whom actually the company is working for. The scandals were upcoming day by day, and further leading to the crash of hopes for the stakeholders to believe in the company and having a big question regarding the transparency working of the companies. The stakeholders were further revived the hope of pure transparency in the working of the business activities by enacting regulations on the company. Further changes in the regulations of the EU did not buy complete changes in order to prevent such scandals, because no regulation in the world can prevent loopholes and further any loophole in the regulations would lead to passage for the companies to take advantage and disrupt the economy of the company by scandals and fraud. Transparency is considered a central pillar for the stakeholders and also for better corporate governance. An enhancement in the disclosure and the transparency are very significant for better management of risk as part of corporate governance. The notion of transparency that initiates a truth claim helps to reflect the latest value regarding the information culture in general and more specifically in an increasingly global environment of business. Generic principles of governance are translated into contextually sensitive practices of better enhanced disclosure of institutions and increased individual practices which could substantially reduce, though not completely eliminate, the likelihood of crisis and scandals by big corporations.

RISKS WHICH ARE REDUCED AFTER CHANGES IN EU REGULATIONS

Rights regarding information- The shareholders who are minor in nature of the company have been included with a right of detecting the opportunistic behavior by the controlling shareholders. The major source of information of public is has always been the publication of the financial disclosure of the company and its audited financial report. Minority shareholders now do have the rights to gather public as well as private information's. In the states of Europe, the public company is required to issue the annual reports under the provision of law. The Fourth Directive is comprehensive of a specified necessity in regards to the development of financial statements and the annual report. Disclosure of Related Party Transactions: The managing of the EU is sufficient of transparence in transactions for the companies which are listed under the national code and also on the stock exchange. In regards of the disclosure of related party transactions regardless of transactions between the holding and subsidiary company, it has been regulated that a company has to disclose the name of the parent and if different, the ultimate party who is controlling. If the company's subsidiary creeps the financial statement for the public at large, the initial of the senior holding or parent company that does should also be produced. Such disclosure should be enacted with the proper amount of transaction, sum of outstanding figures, balances for an understanding of potential effects of the transaction in the financial statement. Transparency of Special Purpose Entities- the special purpose entities at times is provided by various intermediaries related to financial service and companies to facilitate the transactions of arm length. As earlier stated, that Parmalat and the CEO FaustoTonna utilized an array of off balance sheet arrangement in order to artificially inflate the assets on the consolidated balance sheet. The complex transactions which were initially designed by the executive of Parmalat ensure that investor would have less accurate and timely information in order to assess the performance of the company. To the extent the regulations have an impact on a company, it should be transparent that the latest measures will likely result to generate more difficulties for group of companies, such as Parmalat. The structure of Internal Governance- after the fallout from the audit scandals, the need for stronger board has been a significant objective in the discussions of corporate governance. The role of management classes has been resurfaced as a significant issue in the debate on policy. Directors which are outside directors are sensibly claimed as an indispensable portion of better corporate governance. For purpose of description, the Sarbanes Oxley Act, 2002 have included with the meaning of the supplies of independence of directors only for the committee of audit. The risk always hovers around the corporate world, as there are always certain loopholes left along the amendments of the regulations. There is no possible way to cover the loopholes because a complete strict structure could lead to an obstruction for the day to day working of the business and further prevent the free working of the companies. The present risk which might be is the transparency of the working of the business is not completely disclosed to the shareholders and also there are certain mishaps which the company might do and ultimately fraud the shareholders regarding the working of the company.

EU REGULATION AND POLICIES BEFORE THE SCANDAL.

Regulations are the frequent primary arrangements of EU law - as soon as they are depart; they have securing permissible force all through every Member State, on a par with national laws. National governments will not need to take any legal process themselves to appliance EU regulations. In the EU, Member States have abandon articulation of their national sovereignty to EU organization, with abundant accommodation made and final ascendancy exist at the EU level. For an example, EU is the only one which may constitute or enact and accept in accordance with the law compelling acts contemplating the custom union, the ordinary commercial policy, competition rules, and monetary policy for countries which use the euro currency. The EU also equivalent financial and avocation policy and an ordinary foreign and security policy PROBLEMS IN THE EU REGULATIONS AND GOVERNANCE STRUTURES. The main problem regarding the EU governance and regulation structure has been the decision, framework decisions, and the proposals regarding the framework of the governance structure.

CONCLUSION

The Parmalat scandal had yet again made the world question the authenticity and code of conduct of the listed companies all around the world. It is a moot as to who should be blamed first; the company who created such a fraud or the auditing firm who kept watching the mayhem quietly. The scandal also raises fingers on the weak regulations of the Italian government. The problem was that there was no serious effort to properly reshape the enforcement. The ultimatum is under enforcement. Europe's non friendly behavior towards the private enforcement of various interests has to be considered again. Even if laws and regulations are made relating to functions of a company, they are not followed up by the government. Hence, the government must set up separate bodies which see to the running of these companies and take action whenever there are negative deviations from the normal course of business. They may even include themselves for appointment of the auditors or directors of the company. But ultimately all depends on the corporate bodies. They need to abide by the code of conduct and work in the best interest of its stakeholders. This is because it is a well-known fact that no matter how big or successful a company is, if its roots are made from fraud and irregularities it will perish one day or the other. The Parmalat scandal just adds on to this list after Enron and WorldCom.

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