Fair value roundtable: standard setters, preparers and auditors analyze challenges arising from the subprime meltdown.

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On a quiet Friday in New York--less than a month after that chaotic Friday when Bear Stearns' stock went into a free fall--a panel of financial reporting experts met with about 200 corporate directors and other stakeholders to discuss the role of accounting in the market turmoil that began in August with the collapse of two Bear Stearns funds. The April 11 meeting was organized by the Directors Roundtable and moderated by Michael R. Young of the law firm Willkie Farr & Gallagher LLP. In addition to Young, the speakers included FASB Chairman Robert Herz; Michael Hall, a partner with KPMG LLP; Gordon Goodman, trading control officer for Occidental Petroleum Corp.; and Antonio Yanez Jr., a partner with Willkie Farr & Gallagher. All speakers acknowledged that their views are not necessarily the views of their respective organizations. The following is an edited transcript of the discussion. For additional exclusive online content, visit www.j ournalofaccountancy.com.

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Dynamic Assets Don't Fit in Passive Vehicles

Robert Herz, FASB chairman

In securitization accounting, there's been in place, as part of the rules, a device called a qualified special-purpose entity (QSPE). It basically was a notion that if assets were placed into a trust, a vehicle, and then interests were issued out of that vehicle to various forms of security holders, what are called beneficial interest holders; basically the form of that vehicle, that trust, was to collect the proceeds on the assets and then remit them to various security holders. They were fairly passive, and the rules talked about how the powers would be very limited-entirely specified up front--and I think that worked for a fair amount of time.

But 1 think what we've learned in the last three to five years is in residential mortgages (also to a certain extent in commercial mortgage space and some other assets) that these assets are not passive in nature. Certainly, the subprime assets that were put into these vehicles called "Q's," with a lot of hindsight, because they took a lot of management when they went bad in terms of the servicing or having to restructure the loans, modify them, do all sorts of workouts. That clearly was not intended. I think the lesson learned here is that they were not actually "Q-able."