China and the United States are on a collision course -- over accounting. Last week, the U.S. Securities and Exchange Commission (SEC) charged the Chinese affiliates of the world's top five accounting firms with violating securities laws for refusing to hand over information on suspect Chinese companies to investigators. The move is the latest, most dramatic step in an escalating standoff that could easily lead to a financial version of Armageddon: the forcible (and unprecedented) delisting of all Chinese shares currently traded on U.S. exchanges, including big-name stocks like Baidu, Sinopec, and China Mobile -- causing losses of billions of dollars and damaging the perception that the United States is friendly to Chinese businesses.
Accounting audit practices may seem like a topic more likely to lull nations (and magazine readers) to sleep. But as anyone who lost money investing in Enron or with Bernie Madoff knows, playing fast and loose with accounting rules can have huge consequences. Accounting is the language of business, and lying about revenues or liabilities is fraud. Washington created the SEC in the wake of the Wall Street Crash of 1929 to ensure that companies that offer their shares to the public are what they claim to be.
To meet that objective, the SEC requires that all companies selling securities to the public to submit annual financial statements audited by a qualified third party. If a company doesn't file reports that have an auditor's stamp of approval, its stocks and bonds cannot be traded on a public exchange. After the scandal following the 2001 collapse of energy giant Enron, in which the company's auditor, Arthur Andersen, faced criminal charges for covering up dodgy accounting practices, Congress passed the Sarbanes-Oxley Act to tighten up regulation of auditors and the audit process. The new law created the Public Company Accounting Oversight Board (PCAOB), a quasi-public entity that reports to the SEC and is responsible for policing the auditors. Now, in order to perform qualified audits, an audit firm must register with the board and submit to rigorous and regular inspections by its staff.
Over the past decade, roughly 400 Chinese companies have listed their shares on U.S. stock exchanges. A few are multi-billion dollar state-owned enterprises, such as China Life, China Telecom, and PetroChina. More than 100 were so-called backdoor-listed companies that circumvented the cost and scrutiny associated with an initial public offering by buying and merging into a U.S. firm whose stock was already listed. As U.S.-listed stocks, all of them have chosen to submit themselves to SEC regulation in order to tap U.S. and global investors for funds via U.S. markets.
Because the bulk of their operations are in China, these companies must rely on auditors licensed in China -- in many cases the Chinese subsidiaries of the top global audit firms -- to audit them. For the SEC to accept their audits, these China-based auditors must register and maintain good standing with the board.
The problem is that the Chinese regulator, the China Securities Regulatory Commission (CSRC), refuses to allow the board to inspect the U.S.-registered, China-based auditors, as required by Sarbanes-Oxley. It sees the idea of a U.S. regulator overseeing a Chinese auditor as a violation of China's national sovereignty. For some time now, the board has been negotiating with the CSRC, trying to get them to accept some form of cooperative inspections, or even allow it to observe Chinese inspections. So far, these talks have gone nowhere.