Mr. Chairman, I yield myself 6 minutes. Mr. Chairman, we are unfortunately meeting today to consider the Stock Option Accounting Reform Act. This bill would begin the process of repealing the reforms we enacted in the historic…
Mr. Chairman, I yield myself 6 minutes.
Mr. Chairman, we are unfortunately meeting today to consider the Stock Option Accounting Reform Act. This bill would begin the process of repealing the reforms we enacted in the historic Sarbanes-Oxley Act just 2 years ago. As I repeatedly noted during the Committee on Financial Services' consideration of these matters, deciding what should be accounted for and how it should be accounted for is the job of the Financial Accounting Standards Board, not the Congress.
Nevertheless, I recognize the strong feelings and deep concerns expressed by the parties on the other side of this contentious issue. The accounting treatment of stock options has caused significant controversy for more than a decade and FASB's decision to revisit this matter has rekindled a fiery debate.
Although I have great sympathy for those individuals in the high-tech community who have raised considerable reservations about the expensing of stock options and the effects on business operations and compensation plans, H.R. 3574 would interfere with FASB's independence. It could also undermine the credibility of financial reports.
We need to work in Washington, particularly in the wake of recent accounting scandals, to improve the transparency of financial reporting statements in order to help average investors make better decisions. A decade ago, the Congress strong-armed FASB into abandoning an effort to adopt a rule requiring stock option expensing. We now know that this retreat helped contribute to a recent financial storm on Wall Street. In fact, a recent study by economists at Texas A&M found that companies where CEOs had options equal to 52 times their annual salary were 70 percent more likely to have a restatement than similar-sized companies in similar industries where CEO had little option wealth.
In considering this bill today, we may, therefore, ultimately allow history to repeat itself. We would for the first time also be making the Congress an appeals board for the development of accounting standards. Support in the business community for mandatory expensing has increased significantly in the wake of the recent tidal wave of accounting scandals. A Merrill Lynch study found more than 90 percent of institutional investors want stock options expensed. This view is shared by the American Institute of Certified Public Accountants, the Investment Company Institute, and the Council for Institutional Investors. Our largest accounting firms have also called for the expensing of stock options.
In addition, nearly 600 companies have already voluntarily adopted or are in the process of adopting fair-value expensing of stock options. Respected corporations like Home Depot, General Motors, General Electric, Wal-Mart, Microsoft, and Amazon have all decided to treat stock options as expenses.
In a recent letter to FASB, Citigroup emphasized its ``strong support for private sector standard setting'' and ``its opposition to congressional intervention on the accounting for stock options.''
Furthermore, in recent proxy votes at IBM, Peoplesoft, Hewlett- Packard, and Texas Instruments, the shareholders of these leading high- tech companies have voted in favor of stock options expensing. Moreover, in May the shareholders of Intel approved a proposal asking the company to expense stock options. This proposal passed with 54 percent of the 5.7 billion votes cast. To date, however, Intel's management has disregarded the decision of its stockholders.
Numerous consumer groups, including the Consumer Federation of America, Consumers Union, and Consumer Action, are also supporting the expensing of stock options. They have determined that the legislation we are considering would deprive investors of comprehensive and transparent financial transactions. Many in the labor movement share these concerns. These entities include the AFL-CIO, the Teamsters, and AFSCME, among others. Each of these groups has called on us to reject
Mr. Chairman, I reserve the balance of my time.
Mr. Chairman, I yield 4 minutes to the gentlewoman from California (Ms. Eshoo), a chief sponsor of the bill.
Mr. Chairman, I yield 3 minutes to the gentleman from Ohio (Mr. Gillmor).
Mr. Chairman, I yield 2\1/2\ minutes to the gentlewoman from Illinois (Ms. Schakowsky).
(Ms. SCHAKOWSKY asked and was given permission to revise and extend her remarks.)
Mr. Chairman, I yield 3 minutes to the gentleman from Massachusetts (Mr. Frank), the ranking member of the Committee on Financial Services.
Mr. Chairman, I yield 3\1/2\ minutes to the gentleman from Florida (Mr. Stearns).
(Mr. STEARNS asked and was given permission to revise and extend his remarks.)
Mr. Chairman, I yield 2 minutes to the gentlewoman from New York (Mrs. Maloney).
Mr. Chairman, I yield 2 minutes to the gentleman from Georgia (Mr. Marshall).
Mr. Chairman, I reserve the balance of my time.
Mr. Chairman, I yield 2 minutes to the gentleman from California (Mr. Sherman).
(Mr. SHERMAN asked and was given permission to revise and extend his remarks.)
Mr. Chairman, I yield 2 minutes to the gentleman from Illinois (Mr. Emanuel).
Mr. Chairman, we have no objection to the manager's amendment and support it.
Mr. Chairman, I offer an amendment.
Mr. Chairman, I yield myself such time as I may consume.
Mr. Chairman, the Kanjorski-Castle-Dingell-Maloney-Emanuel substitute is simple in its structure and intent. In short, it would replace the current text of H.R. 3574 with language designed to preserve the independence of the Financial Accounting Standards Board in establishing accounting standards.
Specifically, the substitute incorporates a series of findings concerning SEC authority over standards setting and the importance of credible accounting standards to the economy and investors. It also puts forward a sense of Congress that preserving the integrity of the accounting standards setting process is crucial to the financial reporting systems and markets.
Finally, it provides direction to the SEC to oversee the process of setting standards for equity-based compensation to ensure that all comments, including those of the high-tech industry, are appropriately reviewed and that any modifications necessary to ensure the highest quality accounting standards are adopted.
Mr. Chairman, deciding what should be accounted for and how it should be accounted for is the job of the Financial Accounting Standards Board, not the Congress. As a Washington Post recently editorialized, ``The accounting standards, like interest rates and determinations of drug safety, should not be set by Congress.'' They should be set by the experts at the Financial Accounting Standards Board.
Moreover, we should not start proceeding down a slippery slope of establishing accounting standards via political process. As the Financial Accounting Foundation has noted, ``Once Congress starts setting accounting standards through its political process, the integrity of the United States accounting standards-setting and the credibility of the U.S. financial reporting will be dangerously compromised.''
In short, we should ensure that the Congress does not become an appellate court for accounting standards. I hope my colleagues, therefore, would support our bipartisan substitute.
Mr. Chairman, I reserve the balance of my time.
Mr. Chairman, I yield 3 minutes to the gentleman from Delaware (Mr. Castle), a co-sponsor of the substitute amendment.
Mr. Chairman, I yield 2 minutes to the gentleman from Massachusetts (Mr. Frank), the ranking member of the Committee on Financial Services.
MR. FRANK of Massachusetts. Mr. Chairman, I am delighted to take up where the previous speaker left off.
No, I do not want to see an end to venture capital in the Silicon Valley, and my argument is that this is greatly overblown. Here is the argument; we have just heard it.
We have this very valuable resource in America, these high-tech start-ups. They are, on the whole, quite productive; they generate wealth, venture capitalists give them money, and we are being told that the venture capitalists in America are so stupid that a change in accounting, which represents no change in reality, will drive them away from this business.
Now, I agree with those who say that the options are a good thing. I do not
think investors are misled. If you are going to invest in a company, read the footnotes, and if you did not read the footnotes when you invested, do not complain to me. I have got constituents with real problems.
On the other hand, the argument that if you change the accounting and the reality is not changed, remember this has not been the issue. Nothing about what FASB is proposing would stop the issuance of options. It simply changes the way they are accounted for literally.
The argument is that the most sophisticated investors in America will see a change in the accounting and they will say, Oh, my God, I had better stop investing in these companies; I did not know that they were doing this. Well, of course they know. Both sides know. No one is getting any new information out of this.
The question is, if the accounting takes them from a gain on paper to a loss on paper with no change in reality, will that dry up capital?
Now, I understand where if you are one company out of many and you did this and others did not, maybe you would be at a disadvantage, but are venture capitalists so dumb that they do not know what apparently everybody here does? I think they at least tie us in intelligence and understanding of economic processes. Are they going to say, Oh, now that the accounting is changed, now that this is expensed, even though the realities are the same, I will withdraw my investment? I am wholly skeptical of that argument.
Mr. Chairman, I yield 1\1/2\ minutes to the gentleman from Ohio (Mr. Kucinich).
Mr. Chairman, I yield 1\1/2\ minutes to the gentleman from California (Mr. Sherman).
Mr. Chairman, I demand a recorded vote.