Deconstructing the PCAOB: Using Organizational Economics to Assess the State of a Regulator

Abstract

Using the principles of organizational economics, we assess the quality of the organizational architecture of the Public Companies Accounting Oversight Board (PCAOB). We use the Four Pillar Framework developed in Brickley, Smith, and Zimmerman (2000) to understand why—according to the SEC’s Chairman Gensler and other stakeholders—the PCAOB may not have entirely realized its mission of investor protection. Our analysis is enabled by the transcripts of the 2019 criminal trial U.S. v. Middendorf and Wada (i.e., PCAOB-KPMG “steal the inspection data” scandal), which for the first time exposed the inner workings of the PCAOB. Our analysis of the transcripts is augmented by other publicly available documents. Our primary conclusion is that the functioning of the PCAOB has been significantly hampered by misalignment of its tasks (in particular in relation to the SEC), sub-optimally designed performance measurement and employee compensation, and weaknesses in the PCAOB’s organizational culture. These misalignments created an environment susceptible to PCAOB employees’ criminal misconduct which enabled the PCAOB-KPMG “steal the inspection data” scandal and other Board governance and leadership challenges.

Keywords: PCAOB, organizational architecture, incentive alignment

JEL Classification: G28, G38, K23, M42, M48