The former enforcement chief of the Securities and Exchange Commission called yesterday for broadening disclosure rules for transactions that corporations conduct with the relatives of corporate officers.
Testifying before a congressional subcommittee, Stanley Sporkin, who left the SEC in May, said that although a SEC staff report concluded in December, 1980, that transactions involving the president of Mobil Oil Corp. and his son were followed by "false and misleading" statements to Mobil stockholders, ambiguous SEC rules prevented him from seeking corrective action against the oil company. The enforcement action was also hampered by the lapse of time, Sporkin said.
Yesterday's hearing before the House energy and commerce subcommittee on oversight and investigations focused on the transactions involving Mobil and Atlas Maritime Co., a London-based ship management firm partially owned by Peter W. Tavoulareas, whose father, William P. Tavoulareas, is Mobil's president.
Since 1974, Atlas has managed a number of Mobil-owned supertankers for a Mobil joint venture with several prominent Saudi Arabian businessmen and others.
The SEC closed its investigation of Mobil last July. SEC member Philip A. Loomis Jr. stated at the hearing that the Mobil investigation was closed because the staff made no recommendation for enforcement action and no finding of securities law violation.
SEC documents introduced yesterday concluded that Mobil's president was directly involved in the business relationship between his son's company and Mobil's shipping venture in Saudi Arabia.
In a July, 1981, memorandum to the five-member commission, the enforcement staff said, "Given all of the facts, one could reasonably conclude that Atlas was a de facto subsidiary of Mobil Corp."
The SEC staff reported that Mobil provided $500,000 in operating capital to help Atlas get started and that Mobil's president personally selected Atlas' top officer. A few months after the company was formed, Mobil's president and its chairman, Rawleigh Warner Jr., approved the dismissal of that top officer, which cleared the way for Peter Tavoulareas to assume a larger role in Atlas.
"When asked by the SEC staff how Mobil could request the resignation of the chief executive officer of an alleged independent company, several Mobil officials replied that if the independent company wants to continue doing business with Mobil, and one individual at the company is an obstacle, then the obstacle must be removed," according to a Dec. 8, 1980, staff report.
Sporkin recommended that the SEC or Congress require the same standards for accuracy in corporate press releases as in official SEC filings and proxy statements. Sporkin also suggested that disclosure rules be tightened with regard to "off the balance sheet" subsidiaries, in other words those companies controlled by another company, but that in effect serve as subsidiaries.
"These are simple corrective measures that don't do violence to the current deregulatory trend," said Sporkin.
Commenting on the resolution of the Mobil investigation, Sporkin said there was an unfortunate misunderstanding between the enforcement staff and the commission. He said he had worked out an arrangement with Mobil officials to publish an extended account of the Atlas transactions in exchange for not pressing an enforcement case. "The last thing I wanted to engage in was a Vietnam war with Mobil."
Mobil's Warner and William Tavoulareas declined invitations to testify at the hearing, though they offered through their corporate counsel to submit written testimony. Committee Chairman John D. Dingell (D-Mich.) refused to accept the testimony unless the Mobil officials agreed to appear in person and testify under oath.
Instead, Mobil distributed at the hearing copies of a Jan. 11 letter from Tavoulareas to Dingell accusing the congressman and his staff with working "hand in glove" with news reporters to damage the reputations of the Mobil's president and his son.
"You and your staff now stand accused," the Jan. 11 letter states. "Yet your suggestion is that the accused conduct a 'hearing,' and that the accused be judge and jury! What a strange method of jurisprudence. It sounds like something from a Russian novel."
Additionally, Mobil spokesman John Flint said late yesterday that the hearing was a "rehash of an old story" and reiterated that the "SEC looked at the matter and did not recommend any action."
Mobil has said in public statements that William Tavoulareas divorced himself from Mobil's dealings with his son's ship management firm. Both William and Peter Tavoulareas have filed several libel suits, including one against The Washington Post and this reporter, alleging that statements and articles in 1979 about the Atlas arrangement were "false and defamatory."
Two SEC investigative reports introduced at yesterday's hearing concluded that Mobil's president was more involved in decisions relating to his son's company than intially reported by Mobil.
The documents included a 28-page investigative report completed on Dec. 9, 1980, by two enforcement lawyers after a 12-month examination of thousands of pages of Mobil and Atlas documents and sworn testimony from more than two dozen witnesses, including Mobil's president and his son, and a July 7, 1981, "action memorandum" from the SEC enforcement division to the commissioners. That memorandum concludes, "The staff believes that Mobil Corp.'s disclosure of the subject matter to date has been incomplete, even if one accepts Mobil Corp.'s version of the facts."
The SEC lawyers who drafted the documents testified under oath yesterday that they stood by its factual findings.
Mobil, in a 1974 press release, referred to Atlas as an "independent" marine management firm retained to manage the fleet of a Mobil shipping joint venture with the Saudis. After press inquiries in 1976, Mobil officials sent a letter to stockholders to explain Mobil's relationship with Atlas. The letter said that William Tavoulareas "does not participate in any decisions regarding that relationship because his son, Peter, is one of the principals of that marine management firm."
The December, 1980, SEC staff report listed a number of findings of fact about William Tavoulareas' involvement in his son's business, including:
In March, 1974, Mobil's president recommended a former Exxon executive to set up Atlas and manage the Saudi shipping partnership knowing that Peter Tavoulareas would probably join Atlas.
In November, 1974, after Peter Tavoulareas had become an owner of Atlas, William Tavoulareas broke a negotiating impasse with the Saudis, clearing the way for his son's company to get a small percentage of the Saudi venture's profits.
In March, 1975, William Tavoulareas approved the removal of Atlas' top officer, the former Exxon official, and replaced him for several months with a senior Mobil shipping executive. Meanwhile, Peter Tavoulareas increased his ownership percentage in Atlas.
In January and February of 1976, William Tavoulareas sought business for Atlas, once by suggesting to a European American Bank official that he recommend Atlas as the manager for a large, Greek-owned tanker fleet. Mobil's president denied this finding.
The SEC staff also reported that in December, 1974, Mobil advanced $500,000 to Atlas to put its first ship into service for the Saudi venture. The ship was a Mobil-owned supertanker that Mobil then chartered back from the joint venture, thus generating revenues to pay Atlas' $600,000 annual management fee.
During the course of the SEC investigation, Mobil's president amended an earlier account of his role in his son's business affairs. "I could participate, I could assist, I could involve myself, I could negotiate, but I could not make the decision."
SEC lawyers contrasted this statement with one made by Mobil's president under oath in 1977 during the SEC's initial inquiry into the matter: "I never got into negotiations of any kind at all between Atlas and the Saudi shipping partners , the answer is 'No.' "
During the commission's deliberation, the SEC staff described the Atlas situation as "bad conduct" but probably not a violation of law, according to a subcommittee staff memo prepared for the hearing. Loomis agreed with Sporkin that "there is probably a need for changes in the rules and maybe the law" as long as those changes did not impose an "unnecessary burden" on the corporate sector.
When Sporkin left the SEC in May, 1981, to become general counsel of the Central Intelligence Agency, he said "everybody was on board" for a Mobil disclosure, but when the matter was taken up with the commission, the commissioners "were not aware of the whole background" to the negotiations.
"I feel if they would have understood the background, it would have come out different," Sporkin said.