In a March 2 CNBC interview, Marc Andressen was asked what one thing Washington could do to increase job creation and innovation in Silicon Valley. He replied by saying “attack regulation” and went on to specifically mention Sarbanes-Oxley. In his view, Sarbanes-Oxley was put in place to prevent the next Enron or WorldCom but, in reality, it has just about killed the tech IPO. Founders want to keep their companies private for as long as possible, or forever.
I can certainly understand and applaud that founders desire to keep their companies private—but I think that has more to do with keeping control over the operations and direction of the company, focusing on long-term strategic goals and not being distracted by short-term returns to investors. Focusing on the business rather than the return to investors seems like a healthy approach to running a company.
When asked what specifically is the problem with Sarbanes-Oxley, Andreessen stated that it introduces an entirely new category of regulations, controls and responsibilities for companies’ finance staff, legal staff, board and audit committees—which translates into an enormous amount of time, energy and attention on the part of management when they are trying to focus on building their business. He went on to say that he is not in favor of another Enron or WorldCom, but the companies he works with are not out to defraud anybody. The big frauds haven’t come out of Silicon Valley.
I suspect Marc Andreessen knows more about the companies he invests in than the average investor knows about the companies in their portfolios. And that, I think, is the point of Sarbanes-Oxley: providing accurate and timely financial information to investors and to management. The Enrons and WorldComs may not have come out of Silicon Valley, but I believe we were the poster children for the stock option backdating scandals a few years back. While I agree that the vast majority of companies are not out to defraud anyone, it’s a slippery slope. In my experience, small private companies are not staffed appropriately to deal with the accounting implication of unusual transactions, and not adequately staffed to make sure mistakes are detected and corrected before publishing financial statements. Without proper objective oversight, the pressure to achieve certain operating results—or to be viewed as someone who believes in and supports the business—can cause a well-intentioned person to go astray. While founders are busy building their business, they won’t fund finance appropriately if they do not value it as a strategic part of the business. That’s fine if it’s just the founders’ money at risk, but when you are raising money in the public market you’ve taken on additional obligations and responsibilities. Those additional categories of regulations, controls and responsibilities that Sarbanes-Oxley brings to the table become essential.