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Introduction
背景介紹

Media coverage of the landmark Enron bankruptcy has been rife with references to the large number of partnerships in which Enron was apparently hiding assets and debt from the general investing public. As a consequence,many observers now believe that legitimate corporate finance should not involve special purpose entities (SPEs)1 or, alternatively, that current industry standards and practices surrounding the use of such entities must be drastically altered. Some people have suggested that structured finance needs additional and perhaps even special regulation, and others even seem to believe that U.S. businesses and investors would be better off if structured financing methods were abandoned or prohibited altogether.
作為一個結(jié)果，現(xiàn)在，許多觀察家認(rèn)為，合法的企業(yè)融資應(yīng)該不涉及特殊目的實體（特殊目的實體），或者，或者，認(rèn)為目前的行業(yè)標(biāo)準(zhǔn)和做法，利用這些實體周圍必須有大幅改動。有些人認(rèn)為，結(jié)構(gòu)性融資需求更多，甚至特別的監(jiān)管，甚至還有人似乎相信，美國的企業(yè)和投資者會更好，如果結(jié)構(gòu)化融資方式被廢棄，或者完全禁止。

The concept of structured finance must be explained before the anomalous nature of Enron’s activities and the inappropriateness of recent calls for tighter regulation can be fully appreciated. To that end, the next section begins by defining structured finance in broad terms and explaining the customary reasons for the existence and use of SPEs. The following section then provides readers with background on the evolution of structured finance and its economic benefits to corporations, investors, consumers, and the economy. Having set forth the sound economic function of this branch of finance, I then turn to Enron’s abuses of this financing technique, why those abuses occurred, and why caution should be used in extrapolating the need for greater regulation from Enron’s behavior。
安然的活動異常性質(zhì)必須加以解釋的概念，結(jié)構(gòu)性融資，可以充分認(rèn)識和最近通話的更嚴(yán)格的監(jiān)管是不適當(dāng)?shù)摹榇耍乱还?jié)開始定義結(jié)構(gòu)性融資，從廣義上講，解釋SPE的存在和使用習(xí)慣的原因。下面的部分，然后為讀者提供結(jié)構(gòu)性融資的演變和其經(jīng)濟效益為企業(yè)，投資者，消費者，和經(jīng)濟上的背景。

Securitization

Securitization is the process by which the cash flows on one or more assets or claims are bundled and conveyed to an SPE that in turn issues debt or equity securities that represent claims on those underlying assets or the cash flows. In most cases, the original assets or claims are conveyed by the originator to a separate legal entity—the SPE—that then issues securities to investors. Interest and principal paid on the new securities are financed by cash flows emanating from the underlying asset pool。
That is important because the behavior of a structured security is generally different from the behavior of the common or preferred stock of the originator. GM’s stock performance will be affected not only by the behavior of consumers whose car purchases are financed by its subsidiary GMAC but also by overall economic and stock market trends, steel prices, labor union costs, relative foreign exchange rates in overseas markets where GM might sell many units, and many other variables. In contrast, the security representing an interest in a defined pool of consumer car payments owed to GMAC will largely contain only the risk relating to credit quality and performance of the underlying car purchasers and the usual risk of relative interest rates (i.e., the yield on this security versus the yield on other securities available in the marketplace).
Special purpose entities became more prolific in the 1990s as a mechanism for “ringfencing” specific business lines or risks for specialized management and capital allocation purposes.10 This has been particularly true in the energy sector, where Enron’s competitors frequently isolate their trading operations and related financing needs in single-purpose subsidiaries.11 In those cases, the operations of the subsidiaries are fully reflected in the consolidated financial statements of the parent—the SPE has not been established to hide transactions, assets, or debt from the public. create the LJM structures. Enron executives also chose to address another issue at the same time in these two structured transactions. Enron’s stock had realized greater and greater increases in value during the time frame in question here, and in connection with that, Enron’s treasury group had entered into a hedge contract with a major investment bank that had appreciated considerably in value21—similar to the increase in stock value of Rhythms. In an apparent moment of greed, Enron executives decided to use LJM1 and LJM2 also as vehicles for realizing those increases in value.

Conclusion

Unfortunately, media coverage surrounding Enron has led the general public to believe structured finance is nothing more than an act of deception on the part of institutional management— a mechanism to defraud the investing public. In reality, it is a legitimate financial management tool with well-established roots in capital optimization and risk management dating back to the 1970s. Structured finance generally has its own inherent checks and balances protecting the interest of all parties involved, from seller to investor. In the Enron case, however, a group of senior executives seems to have successfully bastardized the process in pursuit of personal wealth and power.
No doubt, greater transparency would be beneficial in the form of more disclosure by executive management of the nature and extent to which structured finance is used as a means of financing a company or altering its balance sheet. However, disclosure itself is a competitive tool that firms can use to their advantage. Those with nothing to hide will now have a strong incentive to be even more transparent with their structured finance activities. The early use of captive special purpose subsidiaries illustrates that firms are more than capable of disclosing all the details of SPEs when they desire. In some cases, firms considered publicizing a captive to be a “signal” of strength—why would they self-insure with a captive unless they thought their loss record was better than insurance premiums reflected?

Regulatory changes designed to force more disclosure in a particular fashion thus may not be necessary and could even discourage firms from using their own disclosure techniques as a means of attracting investors and customers. Apart from disclosure, changes such as the increase in required capital levels of SPEs from 3 percent to 10 percent will simply render uneconomic otherwise sound business transactions. Capital levels should be commensurate with risk inherent in any structured transaction and thus determined on a case-by-case basis. Arbitrarily tripling required capital levels will simply render lower-risk transactions economically unfeasible, to the detriment of both seller and investor.

Notes

1. The terms SPE and special purpose vehicle (SPV) are essentially synonymous. Because of its use in connection with Enron, I use only the term SPE, although the term SPV is probably more widely used by practitioners. An SPE can be defined as an independent entity—often a limited liability corporation or a limited partnership—created for specific transactions or businesses.

2. See Michelle Heller, “Levin May Seek Special- Purpose Entity Legislation,” American Banker, July 31, 2002, p. 1.

3. Enron’s demise was a function, not of its structured transactions themselves, but of other fundamentally flawed aspects of its business decisions, as well as executive pursuits of personal wealth rather than shareholder wealth. See Christopher L. Culp and Steve H. Hanke, “Empire of the Sun: A Neo- Austrian Interpretation of Enron’s Energy Business,” in Corporate Aftershock The Public Policy Lessons from the Collapse of Enron and Other Major Corporations, ed. Christopher L. Culp and William A. Niskanen (New York: John Wiley & Sons, 2003).