1. Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Enron – Jedi - Chewco Chewco Partnership Enron Jedi Partnernhip Cal Pub. Employees Big & Little River Barclays Bank M. Kopper & Friend $250 mill 12 mill Enron Shares $383 mill $249 mill $132 mill $11 mill v. $5.5 mill v. $125 thou $10.9 mill v. $5.4 mill Guarantees plus $5.5 mill Several $ millions profits

2. Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com -$744 million for top 144 managers -Average of $5.2 million per manager -Ken Lay CEO - $152.7 million plus $81.5 million in loans secured by Enron stock -Pres Skilling $35 million -Board compensation - $350,000 per year Enron Exec Comp in Year Before Collapse

3. Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com “When we would ask accountants, even in executive session, about, OK, how do you feel about these accounting practices, the usual expression was one of comfort. It was not, these are the highest risk transactions on a scale of one to ten.” “ What happened at Enron has been described as a systemic failure. As it pertains to the Board, I see it instead as a cautionary reminder of the limits of a director’s role. We served as directors of what was then the seventh largest corporation in America, which required us to confine our attention to the broad policy decisions. At the meetings of the Board and its committees, in which all of us participated, these issues were considered and decided on the basis of summaries, reports and corporate records, upon which we were entitled to rely.” Robert Jaedicke – Former Dean of Stanford Business School and Professor of Accounting Enron Audit Committee Chair

4. Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com To CEO Ken Lay dated August 15, 2000: “This company might implode in a wave of accounting scandals.” Lay and Enron General Counsel James Derrick confer and decide to have Enron outside counsel Vinson & Elkins do investigation and submit report.” V&E’s fees to Enron in 2000 nearly $30 million, 7% of firm’s total revenues. The Famous Anonymous Letter

5. Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Issued on October 15, 2001, one day before announcement of restated earnings and blow up: “The facts disclosed through our preliminary investigation do not, in our judgment, warrant a widespread investigation by independent counsel and auditors.” “The [partnership concept] appears to have been fully discussed in the office of the chairman and presented and approved by Enron’s board of directors.” Accounting for the partnership transactions “was creative and aggressive, but not inappropriate form a technical standpoint.” V&E’s Dear Jim Report