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Had Xerox reported its revenues and earnings consistent with its accounting in earlier years, Xerox would have failed to meet Wall Street earnings-per-share expectations in 11 of 12 quarters in 1997–1999. Securities and Exchange Commission, 2002 While it did not receive the same attention as the cases arising out of the Enron and WorldCom frauds, the Securities and Exchange Commission’s (SEC) enforcement action against Xerox was significant because it was the first where the agency imposed a significant penalty on a corporate defendant for misleading investors about its financial results. The case was part of a concerted effort beginning in the latter half of the 1990s to address misstatements by public companies to meet market projections of quarterly earnings. Because many of the issues raised in public company securities fraud cases were present in the Xerox case, it provides an ideal introduction to the subject of securities fraud.
Public companies now face constant pressure to meet investor expectations. A company must continually deliver strong short-term performance every quarter to maintain its stock price. This valuation treadmill creates incentives for corporations to deceive investors. Published more than twenty years after the passage of Sarbanes-Oxley, which requires all public companies to invest in measures to ensure the accuracy of their disclosures, The Valuation Treadmill shows how securities fraud became a major regulatory concern. Drawing on case studies of paradigmatic securities enforcement actions involving Xerox, Penn Central, Apple, Enron, Citigroup, and General Electric, the book argues that corporate securities fraud emerged as investors increasingly valued companies based on their future performance. Corporations now have an incentive to issue unrealistically optimistic disclosure to convince markets that their success will continue. Securities regulation must do more to protect the integrity of public companies from the pressure of the valuation treadmill.
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